INTRUSION INC — Major Shareholding Notification 2004

Feb 6, 2004

SC 13G/A 1 a04-1985_1sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

*Under the Securities Exchange Act of 1934 (Amendment No. 2)**

*Intrusion Inc.*

(Name of Issuer)

*Common Stock, $.01 par value per share*

(Title of Class of Securities)

*67082N109*

(CUSIP Number)

*February 4, 2004*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| ý | Rule
13d-1(c) |
| o | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 67082N109 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) Science Applications International Corporation 95-3630868 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power None |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power None |
| | 8. | Shared
Dispositive Power None |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person None | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 0% | |
| 12. | Type of Reporting Person (See Instructions) CO | |

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) SAIC Venture Capital Corporation 88-0447177 — Check the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Nevada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power None |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power None |
| | 8. | Shared
Dispositive Power None |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person None | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 0% | |
| 12. | Type of Reporting Person (See Instructions) CO | |

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| Item 1. | (a) | Name
of Issuer Intrusion Inc. | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 1101 East Arapaho Road, Richardson, Texas 75081 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing This Schedule 13G is being filed jointly by each of the following persons
pursuant to Rule 13d-1(k)(1): (i) Science Applications International
Corporation, a Delaware corporation ("SAIC"); and (ii) SAIC Venture
Capital Corporation, a Nevada corporation and wholly owned subsidiary of SAIC
("SVCC" and, together with SAIC, the "Reporting
Persons"). | |
| | (b) | Address
of Principal Business Office or, if none, Residence The address of the principal business office of SAIC is 10260 Campus Point
Drive, San Diego, California 92121, and the address of the principal business
office of SVCC is 3993 Howard Hughes Parkway, Suite 570, Las Vegas, Nevada
89109. | |
| | (c) | Citizenship SAIC is incorporated in Delaware and SVCC is incorporated in Nevada. | |
| | (d) | Title
of Class of Securities Common Stock, $.01 par value per share. | |
| | (e) | CUSIP
Number 67082N109 | |
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8). |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |

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| (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); | |
| --- | --- | --- | --- |
| (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); | |
| (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership | | |
| Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1. | | | |
| | (a) | Amount
beneficially owned: None | |
| | (b) | Percent
of class: 0%. | |
| | (c) | Number
of shares as to which the person has: | |
| | | (i) | Sole
power to vote or to direct the vote None. |
| | | (ii) | Shared
power to vote or to direct the vote None. |
| | | (iii) | Sole
power to dispose or to direct the disposition of None. |
| | | (iv) | Shared
power to dispose or to direct the disposition of None. |
| Item 5. | Ownership
of Five Percent or Less of a Class | | |
| If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following ý . | | | |
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person | | |
| | Not applicable. | | |
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person | | |
| | Not applicable. | | |
| Item 8. | Identification
and Classification of Members of the Group | | |
| | Not applicable. | | |

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| Item 9. | Notice of
Dissolution of Group |
| --- | --- |
| | Not applicable. |
| Item 10. | Certification |
| | By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect. |

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Date: February
6, 2004 | |
| --- | --- |
| SCIENCE
APPLICATIONS INTERNATIONAL CORPORATION | |
| By: | /S/ DOUGLAS
E. SCOTT |
| | Name: Douglas E. Scott |
| | Title: Senior Vice President, General Counsel and
Secretary |
| SAIC VENTURE
CAPITAL CORPORATION. | |
| By: | /S/ GIAN A.
BROWN |
| | Name: Gian A. Brown |
| | Title: General Counsel |

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*EXHIBIT INDEX*

Exhibit No.	Document
1	Joint Filing
Agreement, dated February 6, 2004, between Science Applications International
Corporation and SAIC Venture Capital Corporation to file joint statement on
Schedule 13G

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