-----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, QWhssTJJ6vKVn0XpCwNTZfG8YEP0x4AL/rf6TPEZlkWSGT/VrN+6yPfDcb6TP62F jtn6njsgG3EYVLjNzeS/1w== 0000356028-02-000085.txt : 20021118 0000356028-02-000085.hdr.sgml : 20021118 20021118095811 ACCESSION NUMBER: 0000356028-02-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020913 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 02830781 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 6313425224 MAIL ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 8-K 1 ca8k11-18_02.htm FORM 8-K COMPUTER ASSOCIATES INT'L, INC. FORM 8-K

UNITED STATES
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



November 18, 2002
- ------------------------------------------------
Date of Report: (Date of earliest event reported)


Computer Associates International, Inc.
- ------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

Delaware

1-9247

13-2857434

--------------------------

-------------------------

--------------------------

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

One Computer Associates Plaza, Islandia, New York

11749

-------------------------------------------------

---------

(Address of Principal Executive Offices)

(Zip Code)


Registrant's telephone number, including area code: (631) 342-6000

Not Applicable
- --------------------------------
(Former name or former address, if changed since last report)


Item 5.   Other Events.

On November 18, 2002, Computer Associates International, Inc. ("CA") issued a press release announcing the retirement of Charles B. Wang as Chairman and as a member of CA's Board of Directors, effective immediately.  A copy of the press release is attached hereto as Exhibit 99.1. 

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

(a)

Not applicable

(b)

Not applicable

(c)

Exhibit

  99.1 - Press release dated November 18, 2002

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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 hereunto duly authorized.

 

Computer Associates International, Inc.

Dated:  November 18, 2002

By:

/s/ Ira Zar                                        

Ira Zar

Executive Vice President and

Chief Financial Officer

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EX-99 3 ca8k11-18_02ex99.htm EXHIBIT 99 EXHIBIT 99.1

Contacts:

Robert Cirabisi

Dan Kaferle

Investor Relations

Public Relations

631-342-4878

631-342- 2111

robert.cirabisi@ca.com

daniel.kaferle@ca.com

CHARLES B. WANG RETIRES FROM COMPUTER ASSOCIATES

Founder Built CA from Four People and One Product
To One of the World's Largest Software Companies

SANJAY KUMAR ELECTED CHAIRMAN

ISLANDIA, N.Y., November 18, 2002 - Computer Associates International, Inc. (NYSE: CA) today said Charles B. Wang has announced his retirement as Chairman and as a member of the Board of Directors, effective immediately.  The Board has elected President and Chief Executive Officer Sanjay Kumar to succeed Mr. Wang as Chairman.  The Board also named Mr. Wang to the honorary position of Chairman Emeritus.

"I am pleased to have completed the transition of leadership to Sanjay, who has been a trusted colleague and a valuable partner, in a smooth and orderly way," said Mr. Wang.  "It is very gratifying to have completed this important step successfully by grooming and recommending my successor.  CA's product and service offerings are strong and competitive, our business model has gained broad acceptance, and our business performance has shown undeniable signs of strength in a very difficult environment.  We also have a strong Board of Directors that is well informed about the business and supportive of management.  I am confident that Computer Associates, with a new generation of strong leadership, is well positioned for its next great period of growth and success."

"I never imagined that the company that I started with three colleagues and one product over 25 years ago would reach such great heights in this exciting industry," Mr. Wang continued.  "More importantly, I am confident that Sanjay and his management team will carry CA even higher in the years to come.  I will remain a loyal fan and supporter of CA while I now devote more of my time and energies to my many other interests and charitable endeavors."

Mr. Kumar, 40, joined CA in 1987 and has served as President and Chief Executive Officer of Computer Associates since August 2000.

"The Board of Directors thanks Charles not only for his many contributions over the years, but also for his leadership in the way he oversaw this successful transition," said Lewis Ranieri, who will continue to serve as the Board's lead independent director.  "The Board's unanimous choice of Sanjay to succeed Charles as Chairman is a reflection of our confidence in the path that Sanjay has charted for the company.

"Under Sanjay's leadership, CA has continued to evolve rapidly while focusing on customer satisfaction, excellence in innovation and quality, corporate governance and shareholder value.  The Board remains optimistic about the company's future prospects while we honor Charles' many accomplishments of the past," added Mr. Ranieri.

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"CA's accomplishments have been remarkable in the face of radical technological change, industry consolidation, and rapid growth," said Mr. Kumar. "Charles' ability to build, guide, and change the CA business over 25 years is truly an inspiration.  From the first multi-platform software products, to the first integrated set of software solutions, to the broadest portfolio of software solutions in the industry today, Charles led the way for CA and for the industry.  A true pioneer of the software industry, Charles worked tirelessly on behalf of the people of CA, our shareholders and our customers and all of us will continue to benefit from the leadership he has provided and the spirit he has instilled.  I remain grateful for the opportunities that Charles has afforded me and for the many memorable experiences that we shared during that time."

Mr. Wang, 58, founded Computer Associates in 1976 with three associates in New York City.  He was born in Shanghai, China in 1944 and moved to the United States with his family in 1952.  Mr. Wang is very active in charitable causes such as The Smile Train, the National Center for Missing and Exploited Children, and many other philanthropic activities focused on children.

About Computer Associates

Computer Associates International, Inc. (NYSE: CA) delivers The Software That Manages eBusiness.  CA's world-class solutions address all aspects of eBusiness management through industry-leading brands: Unicenter for infrastructure management, eTrust for security management, BrightStor for storage management, CleverPath for portal and business intelligence, AllFusion for application life cycle management, Advantage for data management and application development,and Jasmine for object-oriented database technology.  Founded in 1976, CA serves organizations in more than 100 countries, including 99 percent of the Fortune 500 companies.  For more information, visit http://ca.com.

# # #

© 2002 Computer Associates International, Inc.  One Computer Associates Plaza, Islandia, N.Y. 11749.  All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

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