-----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, VVL+fTPIK7bSXwrQPCThFoi7UBRBLt3OttanaYgW1w3tBCtx6MCXZRQmp38MlaLw QceRBxghO+eycLf/7jFsFA== 0000898430-01-000444.txt : 20010207 0000898430-01-000444.hdr.sgml : 20010207 ACCESSION NUMBER: 0000898430-01-000444 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010206 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-52710 FILM NUMBER: 1526357 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 S-3/A 1 0001.txt FORM S-3 AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on February 6, 2001 Registration No. 333-52710 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- COMPUTER SCIENCES CORPORATION (Exact name of registrant as specified in its charter) Nevada 95-2043126 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)
2100 East Grand Avenue El Segundo, California 90245 (310) 615-0311 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) HAYWARD D. FISK, ESQ. Vice President, General Counsel and Secretary Computer Sciences Corporation 2100 East Grand Avenue El Segundo, California 90245 (310) 615-0311 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- With copies to: RONALD S. BEARD, ESQ. BRIAN D. KILB, ESQ. Gibson, Dunn & Crutcher LLP 333 S. Grand Avenue Los Angeles, CA 90071-3197 (213) 229-7000 --------------- Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. --------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE The purpose of this Amendment No. 1 to the Registration Statement is to attach an exhibit to the Registration Statement. Other than the Exhibit Index set forth below, no changes have been made to the text of Part I or Part II of the Registration Statement. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 16. Exhibits The Exhibit Index is attached hereto and incorporated by reference. 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-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on this 6th day of February, 2001. COMPUTER SCIENCES CORPORATION * By: _________________________________ Van B. Honeycutt Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- * Chairman, President and February 6, 2001 ____________________________________ Chief Executive Officer Van B. Honeycutt (Principal Executive Officer) * Vice President, Chief February 6, 2001 ____________________________________ Financial Officer and Leon J. Level Director (Principal Financial Officer) * Vice President and February 6, 2001 ____________________________________ Controller (Principal Bryan Brady Accounting Officer) * Director February 6, 2001 ____________________________________ Irving W. Bailey, II * Director February 6, 2001 ____________________________________ Stephen L. Baum * Director February 6, 2001 ____________________________________ William R. Hoover * Director February 6, 2001 ____________________________________ Thomas A. McDonnell * Director February 6, 2001 ____________________________________ Warren McFarlan
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Signature Title Date --------- ----- ---- * Director February 6, 2001 - ---------------------------------- James R. Mellor * Director February 6, 2001 - ---------------------------------- William P. Rutledge
*By: /s/ Hayward D. Fisk --------------------------- Hayward D. Fisk Attorney-in-Fact II-6 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 1.1 Form of Underwriting Agreement (Equity)** 1.2 Form of Underwriting Agreement (Debt Securities)** 4.1 Restated Articles of Incorporation of the Company filed with the Nevada Secretary of State on November 21, 1988 (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1989) 4.2 Amendment to Restated Articles of Incorporation of the Company filed with the Nevada Secretary of State on August 11, 1992 (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting held on August 10, 1992) 4.3 Amendment to Restated Articles of Incorporation of the Company filed with the Nevada Secretary of State on July 31, 1996 (incorporated by reference to Appendix D to the Company's Proxy Statement for the Annual Meeting of Stockholders held on July 31, 1996) 4.4 Certificate of Amendment of Certificate of Designations of Series A Junior Participating Preferred Stock, effective August 1, 1996 (incorporated by reference to the Company's Current Report on Form 8- K dated August 1, 1996) 4.5 Bylaws of the Company, amended and restated effective December 6, 1999 (incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000) 4.6 Rights Agreement dated as of February 18, 1998 (incorporated by reference to the Company's Registration Statement on Form 8-A filed on February 25, 1998) 4.7 Form of Senior Indenture* 4.8 Form of Subordinated Indenture* 4.9 Form of any Unsubordinated Debt Security with respect to each particular series of Unsubordinated Debt Securities** 4.10 Form of any Subordinated Debt Security with respect to each particular series of Subordinated Debt Securities** 4.11 Form of Certificate of Designations with respect to Preferred Stock** 4.12 Form of specimen certificate representing shares of Preferred Stock** 4.13 Form of specimen certificate representing shares of Common Stock (incorporated by reference from Exhibit 4.1 to the Registration Statement on form S-3 (No. 33-57265) filed on January 13, 1995) 5.1 Opinion of Gibson, Dunn & Crutcher LLP 12.1 Computation of Ratios of Earnings to Fixed Charges and of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends* 23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1 Power of Attorney* 25.1 Statement of eligibility of Trustee on Form T-1**
- -------- * Previously filed. ** To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to be incorporated herein by reference. II-7 EX-5.1 2 0002.txt OPINION OF GIBSON, DUNN & CRUTCHER LLP EXHIBIT 5.1 February 6, 2001 (213) 229-7000 C 16084-00129 Computer Sciences Corporation 2100 East Grand Avenue El Segundo, California 90245 Re: Shelf Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Computer Sciences Corporation, a Nevada corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), pursuant to the registration statement to which this opinion is an exhibit (as amended from time to time, the "Registration Statement"), with respect to the offering and issuance from time to time by the Company of up to $1,000,000,000 in the aggregate of the following: (i) shares of the Company's preferred stock, par value $1.00 per share (the "Preferred Stock"), (ii) shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), and (iii) one or more series of the Company's debt securities (the "Debt Securities"), which may include Debt Securities convertible into Common Stock or Preferred Stock (the "Convertible Debt Securities"). The Debt Securities, Preferred Stock, and Common Stock are herein collectively referred to as the "Securities." The Preferred Stock, Common Stock and Debt Securities may be issued as part of units consisting of any combination of such securities. We are familiar with the corporate action taken by the Company in connection with the Registration Statement. For the purpose of rendering this opinion, we have made such factual and legal examinations as we deemed necessary under the circumstances, and in that connection we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have made such inquiries as we have deemed appropriate for the purpose of rendering this opinion. Computer Sciences Corporation February 6, 2001 Page 2 In connection with our examination of such documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as conformed or photostatic copies. On the basis of, and in reliance on, the foregoing, and subject to (1) the assumptions, exceptions, qualifications and limitations contained herein, (2) future compliance with the pertinent provisions of the Act, (3) the effectiveness of the Registration Statement, (4) with respect to the Debt Securities and the indentures pursuant to which the Debt Securities will be issued (together, the "Indenture"), compliance with the Trust Indenture Act of 1939, as amended (the "TIA"), (5) completion of all requisite corporate action required to be taken by the Company duly to authorize each proposed issuance of Securities, (6) with respect to the Preferred Stock, the due authorization, approval and filing of the certificate of designations related thereto (the "Certificate of Designations"), and (7) with respect to the Debt Securities, due establishment of the specific terms of the Debt Securities to be issued pursuant to an Indenture in accordance with the terms of the Indenture and the due execution and delivery of the Indenture in materially the form filed as an exhibit to the Registration Statement, we are of the opinion that: 1. When (i) the Debt Securities shall have been authorized, executed, authenticated and delivered in accordance with the terms of the Indenture pursuant to which such Debt Securities are issued, (ii) the Indenture pursuant to which such Debt Securities are issued shall have been qualified under the TIA and (iii) if in an underwritten offering, the Debt Securities shall have been issued and sold in accordance with the terms and conditions of the applicable underwriting agreement, the Debt Securities will be validly issued, fully paid and nonassessable and will be legally binding obligations of the Company, entitled to the benefit of the Indenture pursuant to which such Debt Securities were issued. 2. With respect to the Common Stock issued separately or upon conversion of any Convertible Debt Securities or upon conversion of any Preferred Stock, assuming (x) the shares of Common Stock to be issued have been duly authorized by the shareholders of the Company, (y) the issuance thereof has been duly authorized by the Company, and (z) the consideration offered in exchange for such shares is valid consideration under applicable state law, when the Company receives consideration per share for the Common Stock in such an amount (not less than the par value per share) as has been or may be determined by the Board of Directors of the Company, and if in an underwritten offering, in accordance with the terms and conditions of the applicable underwriting agreement, the Common Stock will be validly issued, fully paid and non-assessable. 3. With respect to the Preferred Stock issued separately or upon conversion of any Convertible Debt Securities, assuming (x) the shares of Preferred Stock to be issued have been duly authorized by the shareholders of the Company, (y) the issuance thereof has been duly authorized by the Company, and (z) the consideration offered in exchange for such shares is Computer Sciences Corporation February 6, 2001 Page 3 valid consideration under applicable state law, when the Company receives consideration per share for the Preferred Stock in such an amount (not less than the par value per share) as has been or may be determined by the Board of Directors of the Company, and if in an underwritten offering, in accordance with the terms and conditions of the applicable underwriting agreement, the Preferred Stock will be validly issued, fully paid and non-assessable. The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions: (a) we express no opinion as to the effect of (i) applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and court decisions of general application (including, without limitation, statutory or other laws regarding fraudulent or preferential transfers) relating to, limiting or affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether a matter is considered in a proceeding in equity, at law or in arbitration, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing. Without limitation, we express no opinion as to the ability to obtain specific performance, injunctive relief or other equitable relief as a remedy for noncompliance with any of the Debt Securities or any Indenture. We further express no opinion as to the validity or legally binding nature of any provisions in the Debt Securities or any Indenture relating to indemnification, exculpation or contribution or as to any provisions that may be construed as imposing penalties or forfeitures; (b) we express no opinion as to: (a) any provisions of the Debt Securities, any Indenture or any Certificate of Designations regarding the remedies available to any person (1) to take action that is arbitrary, unreasonable or capricious or is not taken in good faith or in a commercially reasonable manner, whether or not such action is permitted under the Debt Securities, any Indenture or any Certificate of Designations or (2) for violations or breaches that are determined by a court to be non-material or without substantially adverse effect upon the ability of the Company to perform its material obligations under the Debt Securities, any Indenture or any Certificate of Designations; or (b) the provisions of the Debt Securities or the Indenture that may provide for interest on interest or penalty interest; and (c) in rendering the opinions set forth herein, we have assumed that all Securities will be issued and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Registration Statement and the appropriate prospectus supplement and there will not have occurred any change in law affecting the validity or enforceability of such Securities. Although we are not admitted to practice in the State of Nevada, we are generally familiar with the General Corporation Law of the State of Nevada as presently in effect and have made such inquiries as we consider necessary to render the opinions related to Nevada law herein. Our opinions herein are limited to matters involving the laws of the United States of Computer Sciences Corporation February 6, 2001 Page 4 America and the State of New York and the General Corporation Law of the State of Nevada. We express no opinion as to matters involving the laws of any other jurisdiction (or any other laws of the State of Nevada). This opinion is limited to the effect to the present state of the laws of the United States of America and the State of New York and, to the limited extent set forth in the second preceding sentence, the State of Nevada, and the facts as they presently exist. In rendering this opinion, we assume no obligation to revise or supplement this opinion should the present laws, or the interpretation thereof, or such facts, be changed. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, as amended from time to time, and to the reference to our name under the caption "Legal Matters" in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not admit we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. You have informed us that you intend to issue Common Stock, Preferred Stock and Debt Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws referred to above as in effect on the date hereof. We understand that prior to issuing any Common Stock, Preferred Stock or Debt Securities, (i) you will advise us in writing of the terms thereof and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Common Stock, Preferred Stock or Debt Securities are to be issued (including the applicable prospectus supplement) and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate by reason of the terms of such Common Stock, Preferred Stock or Debt Securities. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent. Very truly yours, /s/ Gibson, Dunn & Crutcher LLP GIBSON, DUNN & CRUTCHER LLP EX-23.2 3 0003.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-52710 of Computer Sciences Corporation (the "Company") on Form S-3 of our report dated May 22, 2000, appearing in the amended Annual Report on Form 10-K of the Company for the year ended March 31, 2000 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Los Angeles, California February 6, 2001 -----END PRIVACY-ENHANCED MESSAGE-----