-----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, BZ7O2F+MbkyQQ9xMJJWmIFkayLrrqhJ3PZaAuaiglMAVcZLsVo33Jniqxsd2He1U CNi1J+7eoMXXy9PVSOwgVA== 0000023082-05-000037.txt : 20050411 0000023082-05-000037.hdr.sgml : 20050411 20050411144510 ACCESSION NUMBER: 0000023082-05-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050408 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0401 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04850 FILM NUMBER: 05743762 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 8-K 1 csc_8-k041105.htm CSC TO EXCHANGE HEALTH PLANS SOLUTIONS FOR 7.13 MILLION CSC SHARES FORM 8-K, April 11, 2005



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) April 8, 2005

 

 

COMPUTER SCIENCES CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

NEVADA

1-4850

95-2043126

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

 

 

2100 East Grand Avenue

90245

El Segundo, California

(Zip Code)

(Address of Principal Executive Offices)

 

 

 

Registrant's telephone number, including area code (310) 615-0311

 

 

Not Applicable

(Former Name or Former Address, if Changed 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 (see General Instruction A.2. below):

 

     [  ]  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 240.14a-12)

 

     [  ]  Pre-commencement communications pursuant to Rule 14d-(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 April 8, 2005, the Registrant entered into a definitive agreement with West Side Investments, Inc. ("WSI") to exchange the Registrant's Health Plans Solutions business ("HPS") for 7.13 million shares of the Registrant's common stock held by WSI (the "CSC Shares"). At the time of closing, HPS will hold $224.6 million in cash and be valued at $324.6 million, or $45.53 per CSC Share. The exchange, which is subject to customary regulatory approvals, is expected to be completed this month.

 

On April 8, 2005, the Registrant issued a press release describing the exchange. A copy of the press release is attached hereto as Exhibit 99.1.

 

 

SIGNATURES

 

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 thereto duly authorized.

 

 

COMPUTER SCIENCES CORPORATION

 

 

 

 

Dated: April 11, 2005

  By  /s/ Donald G. DeBuck                          

 

      Donald G. DeBuck

 

      Vice President and Controller

 

 

 

 

2

 


EXHIBIT INDEX

 

 

Exhibit

 

  99.1          Press Release of the Registrant dated April 8, 2005

 

 

3


EX-99.1 2 exhibit99-1_041105.htm PRESS RELEASE DATED APRIL 8, 2005 Exhibit 99.1, April 11, 2005

EXHIBIT 99.1

 

 

 

Contact:

Mike Dickerson

FOR IMMEDIATE RELEASE

 

Director, Media Relations

Moved On PR Newswire

 

Corporate

Date:  April 8, 2005

 

310.615.1647

 

 

mdickers@csc.com

 

 

 

 

 

Janet Herin

Bill Lackey

 

Media Relations

Director, Investor Relations

 

Corporate

Corporate

 

310.615.1693

310.615.1700

 

jherin@csc.com

blackey3@csc.com

 

 

 

 

CSC TO EXCHANGE HEALTH PLANS SOLUTIONS FOR

7.13 MILLION CSC SHARES

 

 

          EL SEGUNDO, Calif., April 8 -- Computer Sciences Corporation (NYSE: CSC) today announced it has signed an agreement with a subsidiary of DST Systems Inc. (NYSE: DST) to exchange CSC's Health Plans Solutions (HPS) business for approximately 7.13 million CSC common shares held by the subsidiary. The shares represent approximately 3.8% of CSC's outstanding shares. This exchange, which is subject to customary regulatory approvals, is expected to close this month.

 

          The HPS business, which will hold $224.6 million in cash so that the value of the business and the CSC shares exchanged will be equal, is valued at $324.6 million, or $45.53 for each CSC share. CSC expects to recognize a gain on the exchange for financial reporting purposes during the first quarter of fiscal 2006. Commencing with CSC's fourth quarter of fiscal 2005, the Health Plans Solutions business will be reported as a discontinued operation and prior periods restated.

 

          HPS develops enterprise software for the U.S. commercial healthcare industry. The business has approximately 700 employees and annual revenue of approximately $105 million. HPS is not a core CSC business. Its platform and size inhibit synergies with CSC's other offerings in the healthcare market and do not complement the company's overall growth strategy. After the transaction, CSC will continue to provide outsourcing, consulting and systems integration services to both government and commercial customers in the global healthcare market.

 

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Computer Sciences Corporation - Page 2

April 8, 2005

 

 

          The exchange will reduce the company's share base and be accretive to earnings per share for fiscal 2006. The transaction complements the company's objective of enhancing shareholder value while continuing to maintain a strong balance sheet. In furtherance of this objective, CSC will continue to explore strategic options, including acquisitions, additional share repurchases, debt reduction and the pursuit of large transactions with clients.

 

 

About CSC

 

          Founded in 1959, Computer Sciences Corporation is a leading global information technology (IT) services company. CSC's mission is to provide customers in industry and government with solutions crafted to meet their specific challenges and enable them to profit from the advanced use of technology.

 

          With approximately 79,000 employees, CSC provides innovative solutions for customers around the world by applying leading technologies and CSC's own advanced capabilities. These include systems design and integration; IT and business process outsourcing; applications software development; Web and application hosting; and management consulting. Headquartered in El Segundo, Calif., CSC reported revenue of $13.9 billion from continuing operations for the 12 months ended Dec. 31, 2004. For more information, visit the company's Web site at www.csc.com.

 

 

All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the Company's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the Company's control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in CSC's Form 10-Q for the quarter ended December 31, 2004. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise except as required by law.

 

 

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