10-K/A 1 0001.txt ============================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File No.: 1-4850 [LOGO] COMPUTER SCIENCES CORPORATION (Exact name of Registrant as specified in its charter) Nevada 95-2043126 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2100 East Grand Avenue El Segundo, California 90245 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (310) 615-0311 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class: on which registered --------------------------------------- ------------------------- Common Stock, $1.00 par value per share New York Stock Exchange Preferred Stock Purchase Rights Pacific Exchange Securities registered pursuant to Section 12(g) of the Act: None The registrant hereby amends this Annual Report to include Exhibits 99.1, 99.2 and 99.3. ============================================================================= PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Exhibits The following exhibits are filed with this report: Exhibit Number Description of Exhibit ------- ---------------------- 3.1 Restated Articles of Incorporation, effective October 31, 1988 (c) 3.2 Amendment to Restated Articles of Incorporation, effective August 10, 1992 (j) 3.3 Amendment to Restated Articles of Incorporation, effective July 31, 1996 (l) 3.4 Certificate of Amendment of Certificate of Designations of Series A Junior Participating Preferred Stock, effective August 1, 1996 (n) 3.5 Bylaws, amended and restated effective December 6, 1999 10.1 1978 Stock Option Plan, amended and restated effective March 31, 1988* (m) 10.2 1980 Stock Option Plan, amended and restated effective March 31, 1988* (m) 10.3 1984 Stock Option Plan, amended and restated effective March 31, 1988* (m) 10.4 1987 Stock Incentive Plan* (b) 10.5 Schedule to the 1987 Stock Incentive Plan for United Kingdom personnel* (b) 10.6 1990 Stock Incentive Plan* (i) 10.7 1992 Stock Incentive Plan, amended and restated effective August 9, 1993* (p) 10.8 Schedule to the 1992 Stock Incentive Plan for United Kingdom personnel* (o) 10.9 1995 Stock Incentive Plan* (k) 10.10 1998 Stock Incentive Plan* (t) 10.11 Form of Stock Option Agreement* (s) 10.12 Form of Restricted Stock Agreement* (s) 10.13 Annual Management Incentive Plan, effective April 2, 1983* (a) 10.14 Supplemental Executive Retirement Plan, amended and restated effective February 27, 1998* (s) 10.15 Deferred Compensation Plan, amended and restated effective February 2, 1998* (q) 10.16 Severance Plan for Senior Management and Key Employees, amended and restated effective February 18, 1998 (r) 10.17 Severance Agreement with Van B. Honeycutt, effective February 2, 1998* (q) 10.18 Employment Agreement with Van B. Honeycutt, effective May 1, 1999* (g) 10.19 Form of Indemnification Agreement for Officers (e) 10.20 Form of Indemnification Agreement for Directors (d) 10.21 1997 Nonemployee Director Stock Incentive Plan (p) 10.22 Form of Restricted Stock Unit Agreement (f) 10.23 1990 Nonemployee Director Retirement Plan, amended and restated effective February 2, 1998 (q) 10.24 Rights Agreement dated February 18, 1998 (r) 10.25 $250 million Credit Agreement (Long Term Facility) dated as of August 20, 1999 (u) 10.26 $250 million Credit Agreement (Short Term Facility) dated as of August 20, 1999 (u) 21 Significant Active Subsidiaries and Affiliates of the Registrant (h) 23 Independent Auditors' Consent (h) 27 Financial Data Schedule (h) 99.1 Annual Report on Form 11-K for the Matched Asset Plan of the Registrant for the fiscal year ended December 31, 1999** 99.2 Annual Report on Form 11-K for the Hourly Savings Plan of CSC Outsourcing, Inc. for the fiscal year ended December 31, 1999** 99.3 Annual Report on Form 11-K for the CUTW Hourly Savings Plan of CSC Outsourcing, Inc. for the fiscal year ended December 31, 1999** Notes to Exhibit Index: * Management contract or compensatory plan or agreement ** Filed with this amendment. 2 (a)-(h) These exhibits are incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal years ended on the respective dates indicated below: (a) March 30, 1984 (e) March 31, 1995 (b) April 1, 1988 (f) April 3, 1998 (c) March 31, 1989 (g) April 2, 1999 (d) April 3, 1992 (h) March 31, 2000 (i) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8 filed on August 15, 1990. (j) Incorporated herein by reference to the Registrant's Proxy Statement for its August 10, 1992 Annual Meeting of Stockholders. (k) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 13, 1995. (l) Incorporated herein by reference to the Registrant's Proxy Statement for its July 31, 1996 Annual Meeting of Stockholders. (m) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 12, 1996. (n) Incorporated herein by reference to the Registrant's Current Report of Form 8-K dated August 1, 1996. (o) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 10, 1997. (p) Incorporated herein by reference to the Registrant's Proxy Statement for its August 11, 1997 Annual Meeting of Stockholders. (q) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 9, 1998. (r) Incorporated herein by reference to the Registrant's Registration Statement on Form 8-A filed on February 25, 1998. (s) Incorporated herein by reference to Amendment No. 2 to the Registrant's Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 2, 1998. (t) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 1998. (u) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 15, 1999. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMPUTER SCIENCES CORPORATION Dated: June 28, 2000 By: /s/Bryan Brady ------------------------------- Bryan Brady, Vice President and Controller 3 INDEX TO EXHIBITS ----------------- Exhibit Number Description of Exhibit ------- ---------------------- 3.1 Restated Articles of Incorporation, effective October 31, 1988 (c) 3.2 Amendment to Restated Articles of Incorporation, effective August 10, 1992 (j) 3.3 Amendment to Restated Articles of Incorporation, effective July 31, 1996 (l) 3.4 Certificate of Amendment of Certificate of Designations of Series A Junior Participating Preferred Stock, effective August 1, 1996 (n) 3.5 Bylaws, amended and restated effective December 6, 1999 10.1 1978 Stock Option Plan, amended and restated effective March 31, 1988* (m) 10.2 1980 Stock Option Plan, amended and restated effective March 31, 1988* (m) 10.3 1984 Stock Option Plan, amended and restated effective March 31, 1988* (m) 10.4 1987 Stock Incentive Plan* (b) 10.5 Schedule to the 1987 Stock Incentive Plan for United Kingdom personnel* (b) 10.6 1990 Stock Incentive Plan* (i) 10.7 1992 Stock Incentive Plan, amended and restated effective August 9, 1993* (p) 10.8 Schedule to the 1992 Stock Incentive Plan for United Kingdom personnel* (o) 10.9 1995 Stock Incentive Plan* (k) 10.10 1998 Stock Incentive Plan* (t) 10.11 Form of Stock Option Agreement* (s) 10.12 Form of Restricted Stock Agreement* (s) 10.13 Annual Management Incentive Plan, effective April 2, 1983* (a) 10.14 Supplemental Executive Retirement Plan, amended and restated effective February 27, 1998* (s) 10.15 Deferred Compensation Plan, amended and restated effective February 2, 1998* (q) 10.16 Severance Plan for Senior Management and Key Employees, amended and restated effective February 18, 1998 (r) 10.17 Severance Agreement with Van B. Honeycutt, effective February 2, 1998* (q) 10.18 Employment Agreement with Van B. Honeycutt, effective May 1, 1999* (g) 10.19 Form of Indemnification Agreement for Officers (e) 10.20 Form of Indemnification Agreement for Directors (d) 10.21 1997 Nonemployee Director Stock Incentive Plan (p) 10.22 Form of Restricted Stock Unit Agreement (f) 10.23 1990 Nonemployee Director Retirement Plan, amended and restated effective February 2, 1998 (q) 10.24 Rights Agreement dated February 18, 1998 (r) 10.25 $250 million Credit Agreement (Long Term Facility) dated as of August 20, 1999 (u) 10.26 $250 million Credit Agreement (Short Term Facility) dated as of August 20, 1999 (u) 21 Significant Active Subsidiaries and Affiliates of the Registrant (h) 23 Independent Auditors' Consent (h) 27 Financial Data Schedule (h) 99.1 Annual Report on Form 11-K for the Matched Asset Plan of the Registrant for the fiscal year ended December 31, 1999** 99.2 Annual Report on Form 11-K for the Hourly Savings Plan of CSC Outsourcing, Inc. for the fiscal year ended December 31, 1999** 99.3 Annual Report on Form 11-K for the CUTW Hourly Savings Plan of CSC Outsourcing, Inc. for the fiscal year ended December 31, 1999** Notes to Exhibit Index: * Management contract or compensatory plan or agreement ** Filed with this amendment. 4 (a)-(h) These exhibits are incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal years ended on the respective dates indicated below: (a) March 30, 1984 (e) March 31, 1995 (b) April 1, 1988 (f) April 3, 1998 (c) March 31, 1989 (g) April 2, 1999 (d) April 3, 1992 (h) March 31, 2000 (i) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8 filed on August 15, 1990. (j) Incorporated herein by reference to the Registrant's Proxy Statement for its August 10, 1992 Annual Meeting of Stockholders. (k) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 13, 1995. (l) Incorporated herein by reference to the Registrant's Proxy Statement for its July 31, 1996 Annual Meeting of Stockholders. (m) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 12, 1996. (n) Incorporated herein by reference to the Registrant's Current Report of Form 8-K dated August 1, 1996. (o) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 10, 1997. (p) Incorporated herein by reference to the Registrant's Proxy Statement for its August 11, 1997 Annual Meeting of Stockholders. (q) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 9, 1998. (r) Incorporated herein by reference to the Registrant's Registration Statement on Form 8-A filed on February 25, 1998. (s) Incorporated herein by reference to Amendment No. 2 to the Registrant's Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 2, 1998. (t) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 14, 1998. (u) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 15, 1999. 5