-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKg7kep+Pd9jqpzxQrASgCF6Z6sUWrfenhM+P82Y2ouPJqjyps0E8xKeY1IO1cQ9 RJr/URYAwV3S6lyPappo1Q== 0000950124-07-003559.txt : 20070702 0000950124-07-003559.hdr.sgml : 20070702 20070702094147 ACCESSION NUMBER: 0000950124-07-003559 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070627 ITEM INFORMATION: Other Events FILED AS OF DATE: 20070702 DATE AS OF CHANGE: 20070702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVANSYS CORP CENTRAL INDEX KEY: 0001028461 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 382606945 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22141 FILM NUMBER: 07953141 BUSINESS ADDRESS: STREET 1: 32605 W TWELVE MILE RD STREET 2: STE 250 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2484882088 MAIL ADDRESS: STREET 1: 32605 WEST TWELVE MILE ROAD STREET 2: SUITE 250 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: COMPLETE BUSINESS SOLUTIONS INC DATE OF NAME CHANGE: 19961206 8-K 1 k16428e8vk.txt CURRENT REPORT DATED JUNE 27, 2007 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 27, 2007 COVANSYS CORPORATION (Exact Name of Registrant as Specified in its Charter) MICHIGAN (State or Other Jurisdiction of Incorporation) 0-22141 38-2606945 (Commission File Number) (I.R.S. Employee Identification Number) 32605 WEST TWELVE MILE ROAD, SUITE 250, FARMINGTON HILLS, MI 48334 (Address of Principal Executive Office) (Zip Code) (248) 488-2088 (Registrant's Telephone Number, Including Area Code) None (Former Name and Former Address, if Change Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a.12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 Other Events On June 27, 2007, Covansys Corporation issued a press release announcing that, at a special meeting, its shareholders approved the merger of Covansys Corporation with a wholly-owned subsidiary of Computer Sciences Corporation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. Covansys Corporation Dated: July 2, 2007 By: /s/ James S. Trouba Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release Dated June 27, 2007 EX-99.1 2 k16428exv99w1.txt PRESS RELEASE DATED JUNE 27, 2007 EXHIBIT 99.1 NEWS BULLETIN FROM (COVANSYS(R) LOGO) FOR FURTHER INFORMATION INVESTORS: MEDIA: James Trouba Dorothy Chisholm Tel: (248) 848-8896 Tel: (248) 848-2283 jtrouba@covansys.com dchisholm@covansys.com FOR IMMEDIATE RELEASE COVANSYS SHAREHOLDERS APPROVE MERGER WITH CSC FARMINGTON HILLS, MI, June 27, 2007 - Covansys Corporation (NASDAQ: CVNS), announced that, at a special meeting held earlier today, its shareholders approved the merger of Covansys with a wholly owned subsidiary of Computer Sciences Corporation (NYSE: CSC) for $34.00 per-share in cash. In addition, regulatory approvals have been obtained in applicable foreign jurisdictions, and routine closing conditions are expected to be met so that the transaction can close in the first week of July. Raj Vattikuti, President and CEO of Covansys said, "We are pleased that our shareholders have approved this transaction and we look forward to joining CSC. CSC is at the forefront of the global IT services industry, and this transaction will provide significant opportunities to penetrate new industry verticals and deliver superior services to our existing clients." ABOUT COVANSYS Headquartered in Michigan, Covansys Corporation (NASDAQ: CVNS) is a global consulting and technology services company specializing in industry-specific solutions, strategic outsourcing and integration services. Covansys is known for strategic outsourcing and technology solutions in the healthcare, financial services, retail and distribution, manufacturing, telecommunications and high-tech industries. Covansys was one of the first US-based IT services companies to establish offshore facilities in India, and is a pioneer in seamlessly integrating offshore capabilities into its offerings. SAFE HARBOR STATEMENT Certain statements in this press release are "forward-looking statements" under the federal securities laws. These forward looking statements are subject to a number of substantial risks and uncertainties and may be identified by the words "will," "anticipate," "believe," "estimate," "expect" or "intend" and similar expressions. Our actual results, performance or achievements could differ materially from these forward-looking statements. Factors that could cause or contribute to such material differences include impacts associated with a failure to complete the merger with Computer Sciences Corporation (including, without limitation, the loss of key employees and clients, the possibility of us having to pay a substantial breakup fee under certain circumstances, transaction costs, and a possible substantial decrease in the price of our common stock), internal control weaknesses, costs, variability of operating results, failure to recruit, train and retain skilled IT professionals, impact of changes in estimates on fixed-price projects, exposure to regulatory, political and general economic conditions in India and Asia, short term nature and termination provisions of contracts, competition in the IT services industry, economic conditions unique to clients in specific industries, the success of the company to negotiate contract renewals at comparable terms, limited protection of intellectual property rights, infringement by our services on the property rights of others, legal liability and damage to our professional reputation from claims made against our work, and risks related to merger, acquisition and strategic investment strategy. You should not place undue reliance on any forward-looking statements contained herein. Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, changed circumstances or for any other reason. # # # -----END PRIVACY-ENHANCED MESSAGE-----