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): August 23, 2012
![]() |
COMPUTER SCIENCES
CORPORATION (Exact name of Registrant as specified in its charter) |
Nevada | 1-4850 | 95-2043126 |
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification |
Incorporation) | No.) |
3170 Fairview Park Drive | 22042 |
Falls Church, Virginia | (Zip Code) |
(Address of Principal Executive Offices) |
Registrants telephone
number, including area code (703) 876-1000
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-2(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2012, CSC announced that it has appointed Thomas R. Colan as Vice President, Controller and Principal Accounting Officer. Mr. Colans employment will commence on August 31, 2012. Additionally, CSC announced that Mr. Donald G. DeBuck is stepping down from his role as Vice President and Controller of CSC, effective August 31, 2012, and will transition to support the CFO offices systems enhancement activities.
Mr. Colan will receive total base and annual incentive cash compensation (at target) of $511,000 for the remainder of the Companys 2013 fiscal year. In addition, beginning with the 2013 fiscal year he will be granted an annual long-term equity incentive award with an approved value of 200% of the portion of his annual base salary earned in the given fiscal year, in each case with terms and conditions generally applicable to awards granted to other senior executive officers of the Company. Forty percent (40%) of each annual equity award will be delivered in stock options and the remaining 60% in performance-vested restricted stock units (or such other proportion as may be determined by the Compensation Committee of the Companys Board of Directors from time to time). The number of shares subject to each annual long-term equity incentive award will be determined in accordance with the Companys Equity Grant Policy.
Mr. Colan will also be awarded a one-time inducement equity grant of 12,000 restricted stock units (Inducement RSUs), which will vest on the third anniversary of the grant date, subject to Mr. Colans continued employment with the Company.
Mr. Colan will be eligible to receive additional restricted stock units (referred to as Career Shares). Mr. Colans Career Shares generally will have the same terms and conditions applicable to Career Shares granted to other eligible senior executives.
Mr. Colan also will be eligible to participate in the Companys Severance Plan for Senior Management and Key Employees (Severance Plan), which provides for certain post-employment severance payments in connection with a change in control. He will not be eligible to receive excise tax gross ups as excise tax gross ups have been eliminated for persons who become participants in the Severance Plan in Fiscal Year 2009 and thereafter. Mr. Colan will also be eligible to participate in other employee benefit programs generally available to employees of the Company.
Mr. Colan will execute and be subject to the Companys standard non-competition and non-solicitation agreement. The standard non-competition and non-solicitation agreement provides that Mr. Colan will be subject to certain restrictive covenants, including (i) non-disclosure restrictions, (ii) non-solicitation of the Company's employees, clients and prospective clients during the term of his employment and for a period of twenty-four months thereafter, and (iii) non-competition during the term of employment and for a period of twelve months thereafter.
Prior to joining the Company, Mr. Colan served since 2008 as Executive Vice PresidentChief Accounting Officer and Controller of Discovery Communications, LLC. Prior to his tenure at Discovery Communications, LLC, Mr. Colan spent nine years at AOL/Time Warner where he held various positions including Senior Vice PresidentController and Treasurer. Additional details of Mr. Colans professional biography can be found in the press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference and made a part hereof.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following Exhibit is filed herewith:
Exhibit | Description |
99.1 | Press Release dated August 23, 2012 |
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: August 23, 2012 | By: | /s/ Paul N. Saleh | |
Paul N. Saleh | |||
Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit | Description |
99.1 | Press Release dated August 23, 2012 |
Contacts: | Joel Shadle | CSC PRESS RELEASE | ||
Global Media Relations | August 23, 2012 | |||
CSC Corporate | ||||
703-645-2660 | ||||
jshadle@csc.com | ||||
Steve Virostek | ||||
Director, Investor Relations | ||||
CSC Corporate | ||||
703-641-3000 | ||||
investorrelations@csc.com |
CSC Appoints Thomas Colan as Vice President, Controller and Principal Accounting Officer
FALLS CHURCH, Va., Aug. 23 CSC (NYSE: CSC) announced today that Tom Colan has been appointed Vice President, Controller and Principal Accounting Officer reporting to CSC Chief Financial Officer Paul Saleh. Colan takes over from Don DeBuck who has served as Vice President and Controller since 2001.
Colan brings vast experience with transforming financial and accounting organizations and comes to CSC from Discovery Communications where he served as Executive Vice President and Chief Accounting Officer. He also served as Senior Vice President, Controller and Treasurer for AOL Online/Time Warner and held financial leadership positions at GTE, Planning Research Corporation, and Coopers & Lybrand.
Tom is a proven leader who has built world-class accounting organizations within large, complex, and global organizations. He will have a critical role in strengthening CSCs financial foundation and helping the company achieve improved financial performance, said Saleh. Toms expertise will be invaluable during this critical period of our turnaround and well beyond.
I also want to take this opportunity to thank Don for his past 10 years as Controller of CSC. I look forward to working with him on our systems transformation efforts, added Saleh.
About CSC
CSC is a global leader in providing technology-enabled
business solutions and services. Headquartered in Falls Church, Va., CSC has
approximately 96,000 employees and reported revenue of $15.8 billion for the 12
months ended June 29, 2012. For more information, visit the companys website at
www.csc.com.