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

 

 

 

 

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EXHIBIT INDEX

 

 

Exhibit

 

  99.1          Press Release of the Registrant dated April 8, 2005

 

 

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