INTRUSION INC — Major Shareholding Notification 2004

Jan 14, 2004

SC 13G/A 1 a04-1206_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. 1)**

*Intrusion Inc.*

(Name of Issuer)

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

(Title of Class of Securities)

*67082N109*

(CUSIP Number)

*January 9, 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 2,141,852 |
| | 7. | Sole Dispositive Power None |
| | 8. | Shared
Dispositive Power 2,141,852 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,141,852 | |
| 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) 10.4% | |
| 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 2,141,852 |
| | 7. | Sole Dispositive Power None |
| | 8. | Shared
Dispositive Power 2,141,852 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,141,852 | |
| 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) 10.4% | |
| 12. | Type of Reporting Person (See Instructions) CO | |

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| Item 1. | (a) | Name
of Issuer Item 1(a) is hereby amended and restated as follows: | |
| --- | --- | --- | --- |
| | | 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 Item 1(a) is hereby amended and restated as follows: 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). |

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| (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); | |
| --- | --- | --- | --- |
| (g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); | |
| (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: 2,141,852 shares of Common Stock | |
| | (b) | Percent of
Class: 10.4%. The percentage
ownership is based upon 20,650,425 shares of Common Stock outstanding as of
November 13, 2003, as stated in the Issuer’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003. | |
| | (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 2,141,852
shares |
| | | (iii) | Sole
power to dispose or to direct the disposition of None. |
| | | (iv) | Shared
power to dispose or to direct the disposition of 2,141,852 shares |
| 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 o . | | |
| | Not
applicable. | | |
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person | | |
| | Not
applicable. | | |

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| 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. |
| 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:
January 14, 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 January 14, 2004, between Science Applications International
Corporation and SAIC Venture Capital Corporation to file joint statement on
Schedule 13G

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