-----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, P9GeidGQTt7NanqCiZM+70ZSrpAuCO9QLElxbNnHjI01vFQBD5BtKLVaLmA0/S71 viK7ujy9uMWOoHwCZ9MYuA== 0000023082-99-000015.txt : 19991117 0000023082-99-000015.hdr.sgml : 19991117 ACCESSION NUMBER: 0000023082-99-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991116 ITEM INFORMATION: FILED AS OF DATE: 19991116 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: 0402 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04850 FILM NUMBER: 99759150 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 ============================================================================= 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) November 16, 1999 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 El Segundo, California 90245 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (310) 615-0311 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ============================================================================= Item 5. Other Events. As previously reported, on September 19, 1999 the Registrant entered into an Agreement and Plan of Merger with Nichols Research Corporation ("Nichols") and Nevada Acquisition Corporation, a wholly owned subsidiary of the Registrant ("Acquisition"), providing for the merger of Acquisition with and into Nichols (the "Merger"). On November 16, 1999, the Merger was approved by the stockholders of Nichols and was consummated as of 5:00 p.m. EST. Upon consummation of the Merger (i) Nichols became a wholly owned subsidiary of the Registrant and (ii) each outstanding share of common stock of Nichols was converted into .423 shares of common stock (together with the associated preferred stock purchase rights) of the Registrant and the right to receive cash in lieu of fractional shares of Registrant common stock. Attached hereto and incorporated herein by reference is a joint press release of the Registrant and Nichols dated November 16, 1999 announcing the consummation of the Merger. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The exhibit listed below is filed as a part of this report: 99.1 Joint Press Release of the Registrant and Nichols Research Corporation dated November 16, 1999 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: November 16, 1999 By /s/ Scott M. Delanty -------------------------------- Scott M. Delanty Vice President and Controller 2 EXHIBIT INDEX ------------- Exhibit - ------- 99.1 Joint Press Release of the Registrant and Nichols Research Corporation dated November 16, 1999 EX-99.1 2 EXHIBIT 99.1 Contact: Frank Pollare FOR IMMEDIATE RELEASE Director, Public Information Moved On PR Newswire Corporate November 16, 1999 310.615.1601 fpollare@csc.com Bill Lackey Director, Investor Relations Corporate 310.615.1700 blackey3@csc.com CSC AND NICHOLS RESEARCH FINALIZE MERGER EL SEGUNDO, Calif., Nov. 16 -- Computer Sciences Corporation (NYSE: CSC) and Huntsville, Ala.-based Nichols Research Corporation (formerly NASDAQ: NRES) have completed the merger of the two companies, forging their combined strength in the U.S. defense, consulting and healthcare markets. The merger, which will be accounted for as a pooling of interests, was consummated today, after having been approved by Nichols shareholders earlier in the day. Nichols shareholders received 0.423 shares of CSC common stock for each share of Nichols. Together, the two companies will go to market as CSC. "The real value comes from our compatible cultures, markets and technologies," said Van B. Honeycutt, CSC chairman, president and chief executive officer. "The combination of CSC and Nichols strengthens our already formidable presence in the U.S. federal, healthcare and commercial markets. Additionally, both companies have thrived following the same fundamentals: building a strong reputation for technical excellence, hiring the best people, and performing exceptionally well." Nichols is a leading information technology (I/T) services provider with about 80 percent of its revenues coming from the federal government. The company provides -more- Computer Sciences Corporation - page 2 November 16, 199 defense technology services for the Huntsville, Ala.-based Redstone Arsenal, which is the home of several major U.S. Army organizations. It employs about 3,000 people in 30 U.S. locations, with the majority located in Alabama and Georgia. CSC has more than 900 I/T professionals in Huntsville supporting government and commercial customers. Computer Sciences Corporation helps clients in industry and government use information technology to achieve strategic and operational objectives. With 54,000 employees in more than 700 offices worldwide, the company tailors solutions from a broad suite of integrated service offerings, including e-business strategies and technologies; management and I/T consulting; systems development and integration; application software; and I/T and business process outsourcing. Since its formation in 1959, CSC has been known for its flexibility in its relationships with clients. Through numerous agreements with hardware and software technology firms, the company is able to identify and manage solutions specifically tailored to each client's needs. CSC had revenues of $8.2 billion for the twelve months ended October 1, 1999. Its headquarters are in El Segundo, California. For more information, visit the company's web site at www.csc.com. -0- -----END PRIVACY-ENHANCED MESSAGE-----