-----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, EezLv1zgeZnOGYd4NrWpaePsIcMepBrdbb7drUPUmlBxhQOU7Q1gao+sLHdnaBhK M4t+lyu+dt+ViqhphSnsdA== 0000356028-04-000095.txt : 20040604 0000356028-04-000095.hdr.sgml : 20040604 20040604171550 ACCESSION NUMBER: 0000356028-04-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040604 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040604 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: 04850446 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 ca8k06-04_04.htm 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


June 4, 2004
- ------------------------------------------------
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 June 4, 2004, Computer Associates International, Inc. issued a press release announcing that Sanjay Kumar, the Company's Chief Software Architect and former Chief Executive Officer, has ceased all involvement with the Company's business effective immediately.  A copy of the press release issued by the Company 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 June 4, 2004

 

 

 

 

 


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:  June 4, 2004

By:

/s/ Jeff Clarke

 

 

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

 

 

Jeff Clarke

 

 

Executive Vice President, Chief Operating Officer and Chief Financial Officer

 

 

 

 

 

 

EX-99 2 ca8k06-04_04ex99.htm Computer Associates Int'l, Inc Form 8-K exhibit 99

Contacts:

Jeanne Glass

Dan Kaferle

 

Investor Relations

Public Relations

 

(631) 342-2131

(631) 342-2111

 

jeanne.glass@ca.com 

daniel.kaferle@ca.com

 

KUMAR TO LEAVE COMPUTER ASSOCIATES

ISLANDIA, N.Y., June 4, 2004 - Computer Associates International, Inc. (NYSE: CA) today announced that Chief Software Architect Sanjay Kumar has decided to leave the Company.  Kumar will cease all involvement with the Company's business effective immediately.

In accepting Kumar's decision, CA Chairman Lewis Ranieri said, "The Board wishes Sanjay and his family well.  The Board is committed to reaching a settlement of the government's investigation into the Company's past accounting practices as quickly as possible.  We are working hard to take the remedial steps necessary to put this entire matter behind CA.  Sanjay's decision to leave CA was made in that spirit."

As previously reported, Kumar stepped down as CA's chairman and chief executive officer in April and was replaced by interim Chief Executive Officer Ken Cron.

In explaining his decision to leave, Kumar said, "It has become increasingly clear to me in the past few days that my continued role at CA is not helping the Company's efforts to move forward.  I understood that my stepping down as chairman and CEO represented a break with the past, but I have reluctantly concluded that as long as I hold any position, focus on past issues and my current role will continue.

"While I am grateful for the support and encouragement I have received from customers, employees and shareholders, I believe my decision to leave at this time is the right one," Kumar continued.  "It hopefully will permit CA to move forward."

As previously reported, the United States Attorney's Office and SEC investigations are continuing and the Company cannot predict the scope, outcome or timing of those investigations, which may include the institution of administrative, civil injunctive or criminal proceedings against the Company and/or other Company officers or employees, the imposition of fines and penalties, suspensions or debarments from government contracting, and/or other remedies and sanctions.  The Company also cannot predict what impact, if any, the investigation may have on its results of operations or financial condition, its ability to retain and attract key employees, its credit ratings and ability to finance operations, and its ability to market its products and services.

About CA

Computer Associates International, Inc. (NYSE:CA), the world's largest management software company, delivers software and services across operations, security, storage, life cycle and service management to optimize the performance, reliability and efficiency of enterprise IT environments.  Founded in 1976, CA is headquartered in Islandia, N.Y., and operates in more than 100 countries.  For more information, please visit http://ca.com.

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© 2004 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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