-----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, DKf6no5yyvJYVjWXAW+OLMiAlx2A/ou+hBlFj5Rzeq1s7HC2EmIpee1Aaymaocy0 eCRtfBINufiCrj37qF1KSA== 0000356028-04-000123.txt : 20040826 0000356028-04-000123.hdr.sgml : 20040826 20040826102414 ACCESSION NUMBER: 0000356028-04-000123 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040825 FILED AS OF DATE: 20040826 DATE AS OF CHANGE: 20040826 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gupta Yogesh K CENTRAL INDEX KEY: 0001301277 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 04997653 BUSINESS ADDRESS: BUSINESS PHONE: 631-342-6000 MAIL ADDRESS: STREET 1: C/O COMPUTER ASSOCIATES INTERNATIONAL STREET 2: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 ISSUER: 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 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 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2004-08-25 0 0000356028 COMPUTER ASSOCIATES INTERNATIONAL INC CA 0001301277 Gupta Yogesh K C/O COMPUTER ASSOCIATES INTERNATIONAL ONE COMPUTER ASSOCIATES PLAZA ISLANDIA NY 11746 0 1 0 0 SVP & Chief Technology Officer Common Stock, par value $.10 20913.1562 D Common Stock, par value $.10 2685.586 I 401(k) Plan Employee Stock Option (right to buy) 19.333 2005-05-21 Common Stock, par value $.10 5062 D Employee Stock Option (right to buy) 34.945 2006-05-16 Common Stock, par value $.10 2700 D Employee Stock Option (right to buy) 29.333 2007-04-07 Common Stock, par value $.10 3300 D Employee Stock Option (right to buy) 47.25 2008-02-23 Common Stock, par value $.10 10000 D Employee Stock Option (right to buy) 36.50 2008-10-20 Common Stock, par value $.10 20000 D Employee Stock Option (right to buy) 51.688 2009-07-21 Common Stock, par value $.10 25000 D Employee Stock Option (right to buy) 27.00 2001-07-20 2010-07-20 Common Stock, par value $.10 150000 D Employee Stock Option (right to buy) 21.89 2003-06-21 2012-06-21 Common Stock, par value $.10 30000 D Employee Stock Option (right to buy) 13.83 2004-03-28 2013-03-28 Common Stock, par value $.10 40000 D Employee Stock Option (right to buy) 26.86 2005-03-31 2014-03-31 Common Stock, par value $.10 13200 D Employee Stock Option (right to buy) 31.50 2005-03-31 2014-03-31 Common Stock, par value $.10 13200 D Includes 13,200 shares of restricted stock granted on March 31, 2004 that vests over a three year period. Shares held in the Computer Associates Savings Harvest Plan, a 401(k) Plan. Information presented as of August 25, 2004. The option vested over a five year period and became fully exerciseable on May 22, 2000. The option vested over a five year period and became fully exerciseable on May 16, 2001. The option vested over a five year period and became fully exerciseable on April 7, 2002. The option vested over a five year period and became fully exerciseable on February 23, 2003. The option vested over a five year period and became fully exerciseable on October 20, 2003. The option vested over a five year period and became fully exerciseable on July 21, 2004. The option became exerciseable as to 15,000 shares on July 20, 2001, 22,500 shares on July 20, 2002, 30,000 shares on July 20, 2003, 37,500 shares on July 20, 2004 and becomes exerciseable as to the remaining 45,000 shares on July 20, 2005. The option became exerciseable as to 10,200 shares on June 21, 2003, 9,900 shares on June 21, 2004 and becomes exerciseable as to the remaining 9,900 shares on June 21, 2005. The option became exerciseable as to 13,602 shares on March 28, 2004, becomes exerciseable as to 13,199 shares on March 28, 2005 and becomes exerciseable as to the remaining 13,199 shares on March 28, 2006. The option becomes exerciseable as to 4,489 shares on March 31, 2005, 4,356 shares on March 31, 2006 and 4,355 shares on March 31, 2007. The option becomes exerciseable as to 4,488 shares on March 31, 2005, 4,356 shares on March 31, 2006 and 4,356 shares on March 31, 2007. Joshua DeRienzis, as attorney-in-fact 2004-08-26 EX-24 2 attach_1.htm

POWER OF ATTORNEY



 The undersigned, Yogesh K. Gupta, hereby constitutes and appoints Robert B. Lamm and Joshua DeRienzis, signing singly, as the undersigned's true and lawful attorney-in-fact to:





(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Computer Associates International, Inc. (the "Company"), Form ID and Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID and form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.





 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID and Forms 3,4, and 5 with respect to the undersigned's holdings of and transactions in the securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of August, 2004.



_/s/ Yogesh K. Gupta

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