-----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, J3JFjPy6iIPz6OF0Wn2c6L2mo4OtPkW1QZxAIizfcFKB1lOto7GrHohJJ/hW4uF7 jgUlodvsJM3JTmqeqd5Xsg== 0000950123-06-007652.txt : 20060613 0000950123-06-007652.hdr.sgml : 20060613 20060613171346 ACCESSION NUMBER: 0000950123-06-007652 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060613 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060613 DATE AS OF CHANGE: 20060613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CA, 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: 06902903 BUSINESS ADDRESS: STREET 1: ONE CA PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 6313423550 MAIL ADDRESS: STREET 1: ONE CA PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 8-K 1 y22245e8vk.htm FORM 8-K 8-K
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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
Date of Report: June 13, 2006
(Date of earliest event reported)

 
CA, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
     
1-9247
(Commission File Number)
  13-2857434
(IRS Employer Identification No.)
     
One CA Plaza    
Islandia, New York   11749
(Address of Principal Executive Offices)   (Zip Code)
(631) 342-6000
(Registrant’s Telephone Number, Including Area Code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-99.1: NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS


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Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
             CA, Inc. (the “Company”) intends to suspend its ability to sell shares of its common stock to its employees under its Savings Harvest Plan (the “Plan”), from 4:00 p.m. (ET) on Wednesday, June 14, 2006 through 5:30 p.m. (ET) on Thursday, June 29, 2006 (the “Suspension Period”). During the Suspension Period, directors and executive officers of the Company will not be permitted to purchase or sell any shares of Company stock (unless, as required by law, certain conditions are met). These restrictions are required by Section 306 of the Sarbanes-Oxley Act of 2002. On June 13, 2006, the Company gave notice of the Suspension Period to its directors and executive officers, and a copy of the notice is attached hereto as Exhibit 99.1.
             The Company is imposing the Suspension Period because it expects to defer filing of its Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended March 31, 2006, which would otherwise be due on June 14, 2006, for up to 15 calendar days as permitted by Rule 12b-25 under the Securities Exchange Act of 1934. As a result of this deferral, on June 14 the Company will stop using its existing registration statement under the Securities Act of 1933 to offer and sell Plan interests or the Company’s common stock to employees until it has filed its Annual Report with the Securities and Exchange Commission. Once it files the Annual Report, the Company will resume use of its registration statement to sell Plan interests and the Company’s common stock to employees and will terminate the Suspension Period.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
     
Exhibit No.   Description
Exhibit 99.1
  Notice to Directors and Executive Officers of CA, Inc.

 


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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.
         
    CA, INC.
 
       
Date: June 13, 2006
  By:   /s/ KENNETH V. HANDAL
 
       
 
      Kenneth V. Handal
 
      Executive Vice President, General Counsel and Corporate Secretary

 

EX-99.1 2 y22245exv99w1.htm EX-99.1: NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS EX-99.1
 

Notice to Directors and Executive Officers
of
CA, Inc.
This notice is to inform you of the following:
  1.   CA, Inc. (the “Company”) would have been required to file its Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended March 31, 2006 by June 14, 2006 but expects to defer such filing for up to 15 calendar days as permitted under Rule 12b-25 under the Securities Exchange Act of 1934 and will file a notice of such deferral with the Securities and Exchange Commission (the “SEC”) shortly.
 
  2.   As a result of the Company’s deferred filing of its Form 10-K, the Company will stop using its existing registration statement under the Securities Act of 1933 to sell interests in its Savings Harvest Plan to employees, from 4:00 p.m. (ET) on Wednesday, June 14, 2006 through 5:30 p.m. (ET) on Thursday, June 29, 2006 (the “Suspension Period”).
 
  3.   During the Suspension Period, you, as a director or executive officer of the Company, may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any common stock of the Company or any options, futures or other rights to acquire or dispose of the common stock of the Company (unless you establish, as required by applicable law, that certain conditions have been satisfied and you obtain the Company’s prior approval). These restrictions are imposed in light of Section 306 of the Sarbanes-Oxley Act of 2002. The Company will notify you if there are any changes in the Suspension Period.
 
  4.   Please note that you are also subject to the Company’s regular periodic trading blackout, as previously specified.
 
  5.   If you have any questions concerning this notice, you should contact Kenneth V. Handal or Lawrence Egan at One CA Plaza, Islandia, New York 11749, (631) 342-6000.
 
      Date: June 13, 2006

 

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