S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DXC TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

Nevada	61‑1800317
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20408 Bashan Drive, Suite 231

Ashburn, Virginia 20147

(Address, including zip code, of principal executive offices)

DXC TECHNOLOGY COMPANY 2017 NON‑EMPLOYEE DIRECTOR INCENTIVE PLAN

(Full title of the plan)

Matthew Fawcett

Executive Vice President,

General Counsel and Board Secretary

DXC Technology Company

20408 Bashan Drive, Suite 231

Ashburn, Virginia 20147

(703) 972-9700

(Name, address and telephone number, including area code, of agent for service)

Copy to:

A. Peter Harwich

Julia A. Thompson

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(212) 906-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non‑accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY STATEMENT

This Registration Statement on Form S‑8, filed by DXC Technology Company, a Nevada corporation (the “Registrant”), registers an additional 500,000 shares of its Common Stock, par value $0.01 per share, authorized and reserved for issuance under the Registrant’s 2017 Non‑Employee Director Incentive Plan as amended and/or restated from time to time to increase the number of shares available for issuance thereunder by 500,000 shares, effective July 30, 2024 upon approval by the Registrant’s stockholders. Pursuant to General Instruction E to Form S-8, the contents of the earlier registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2017 (including the post-effective amendment thereof filed on May 1, 2018) (File No. 333-217053) and November 9, 2020 (File No. 333-249989) are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are hereby incorporated by reference in this Registration Statement:

• the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Commission on May 17, 2024, including the information specifically incorporated by reference into the Company’s Annual Report on Form 10‑K from the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on June 14, 2024;

• the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Commission on August 8, 2024;

• the Company’s Current Reports on Form 8-K and any amendments thereof, filed with the Commission on April 4, 2024 and August 1, 2024; and

• the description of the Company’s Common Stock contained in the Registration Statement on Form 8-A filed on March 15, 2017, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8‑K and any exhibits included with such Items), and prior to the filing of a post‑effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

4.1	Articles of Incorporation of DXC Technology Company, as filed with the Secretary of State of the State of Nevada on March 31, 2017 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8‑K filed with the Commission on April 6, 2017) (file no. 001‑38033)
4.2	Amended and Restated Bylaws of DXC Technology Company, effective November 3, 2022 (incorporated by reference to Exhibit 3.2 to DXC Technology Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (filed November 4, 2022) (file no. 001-38033))
5.1	Opinion of Woodburn and Wedge
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Woodburn and Wedge (contained in Exhibit 5.1)
24.1	Powers of Attorney (included on the signature page of the Registration Statement)
99.1	DXC Technology Company 2017 Non-Employee Director Incentive Plan (Amended and Restated effective August 13, 2020) (incorporated by reference to Appendix D to the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholder on Schedule 14A (filed July 2, 2020) (file no. 001-38033))
99.2	Amendment to the Amended and Restated DXC Technology Company 2017 Non-Employee Director Incentive Plan (effective July 30, 2024) (incorporated by reference to Appendix B to the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholder on Schedule 14A (filed June 14, 2024) (file no. 001-38033))
107	Calculation of Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashburn, State of Virginia, on the 9th day of August, 2024.

DXC TECHNOLOGY COMPANY
By:	/s/ Matthew Fawcett
	Name: Matthew Fawcett
	Title: Executive Vice President, General Counsel and Board Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Del Bene and Matthew Fawcett, and each of them, as his or her true and lawful attorney‑in‑fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post‑effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney‑in‑fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney‑in‑fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Raul Fernandez	Director, President and Chief Executive Officer (Principal Executive Officer)	August 9, 2024
Raul Fernandez
/s/ Rob Del Bene	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 9, 2024
Rob Del Bene
/s/ Christopher A. Voci	Senior Vice President and Corporate Controller (Principal Accounting Officer)	August 9, 2024
Christopher A. Voci
/s/ David L. Herzog	Chairman	August 9, 2024
David L. Herzog
/s/ David A. Barnes	Director	August 9, 2024
David A. Barnes
/s/ Anthony Gonzalez	Director	August 9, 2024
Anthony Gonzalez
/s/ Pinkie Mayfield	Director	August 9, 2024
Pinkie Mayfield
/s/ Karl Racine	Director	August 9, 2024
Karl Racine
/s/ Dawn Rogers	Director	August 9, 2024
Dawn Rogers

Signature	Title	Date
/s/ Carrie Teffner	Director	August 9, 2024
Carrie Teffner
/s/ Akihiko Washington	Director	August 9, 2024
Akihiko Washington
/s/ Robert F. Woods	Director	August 9, 2024
Robert F. Woods

EX-5.1

Exhibit 5.1

August 9, 2024

DXC Technology Company

20408 Bashan Drive, Suite 231

Ashburn, Virginia 20147

Re: DXC Technology Company — Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to DXC Technology Company, a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on or about August 9, 2024, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) under the DXC Technology Company 2017 Non-Employee Director Incentive Plan (the “Plan”).

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(A) the Registration Statement in the form to be filed with the Commission under the Securities Act on the date hereof;

(B) the Plan;

(C) an executed copy of a certificate of the Secretary of the Company, dated as of the date hereof (the “Officer’s Certificate”);

(D) the Company’s Amended and Restated Articles of Incorporation, as certified by the Secretary of State of the State of Nevada as of a recent date;

(E) the Company’s Bylaws, as amended to date, certified pursuant to the Officer’s Certificate as being complete and in full force and effect as of the date hereof; and

(F) resolutions of the Board of Directors of the Company relating to the Plan and the Shares.

We have examined instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed.  We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.

This opinion is limited to Nevada law, and we disclaim any opinion as to the laws of any other jurisdiction.  We further disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion.

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Shares are issued in accordance with the terms of the Plan, and (ii) the Company receives full consideration for the Shares, it is our opinion that the Shares, when issued by the Company, will be validly issued, fully paid and nonassessable.

This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit.  This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent.  We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,
WOODBURN AND WEDGE
By:	/s/ Shawn G. Pearson
	Shawn G. Pearson

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated May 16, 2024, relating to the financial statements of DXC Technology Company and subsidiaries, and the effectiveness of internal control over financial reporting of DXC Technology Company and subsidiaries, appearing in the Annual Report on Form 10-K of DXC Technology Company for the year ended March 31, 2024.

/s/ Deloitte & Touche LLP

McLean, Virginia

August 9, 2024

EX-FILING FEES

Calculation of Filing Fee Tables

S-8

DXC Technology Co

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock, par value $0.01 per share	Other	500,000	$ 18.26	$ 9,130,000.00	0.0001476	$ 1,347.59
Total Offering Amounts:						$ 9,130,000.00		$ 1,347.59
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 1,347.59

Offering Note

¹ FN1 to "Amount Registered": This Registration Statement registers 500,000 additional shares of common stock, par value $0.01 per share ("Common Stock"), of DXC Technology Company (the "Registrant") that may be issued to participants pursuant to the DXC Technology Company 2017 Non-Employee Director Incentive Plan (as amended and/or restated from time to time, the "Plan"). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant's receipt of consideration which would increase the number of outstanding shares of Common Stock. FN2 to "Proposed Maximum Offering Price Per Unit": Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and the low price of Common Stock as reported on the New York Stock Exchange on August 7, 2024.

XML

Submission	Aug. 08, 2024
Submission [Line Items]
Central Index Key	0001688568
Registrant Name	DXC Technology Co
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

XML

Offerings - Offering: 1	Aug. 08, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.01 per share
Amount Registered | shares	500,000
Proposed Maximum Offering Price per Unit	18.26
Maximum Aggregate Offering Price	$ 9,130,000.00
Fee Rate	0.01476%
Amount of Registration Fee	$ 1,347.59
Offering Note	FN1 to "Amount Registered": This Registration Statement registers 500,000 additional shares of common stock, par value $0.01 per share ("Common Stock"), of DXC Technology Company (the "Registrant") that may be issued to participants pursuant to the DXC Technology Company 2017 Non-Employee Director Incentive Plan (as amended and/or restated from time to time, the "Plan"). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant's receipt of consideration which would increase the number of outstanding shares of Common Stock. FN2 to "Proposed Maximum Offering Price Per Unit": Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and the low price of Common Stock as reported on the New York Stock Exchange on August 7, 2024.

XML

Fees Summary	Aug. 08, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 9,130,000.00
Total Fee Amount	1,347.59
Total Offset Amount	0.00
Net Fee	$ 1,347.59