-----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, G7lEA+ThwhFulkB/EAJEdPTgZFy8WCNaJedN9YvTroz/IJeOBhltOc9DSQhEacGf 7f8JOcxnO+3UP3vpuEKQgA== 0000950123-06-009591.txt : 20060728 0000950123-06-009591.hdr.sgml : 20060728 20060728171100 ACCESSION NUMBER: 0000950123-06-009591 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060728 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060728 DATE AS OF CHANGE: 20060728 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: 06988799 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 y22930e8vk.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 (Date of earliest event reported): July 28, 2006
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
(Address of Principal Executive Offices)
 
11749
(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.
          As previously reported on its Current Report on Form 8-K filed on June 29, 2006, the Company suspended sales of shares of its common stock to its employees under its Savings Harvest Plan (the “Plan”), from 5:30 p.m. (ET) on Thursday, June 29, 2006 through 5:30 p.m. (ET) on Friday, July 28, 2006 (the “Suspension Period”). The Company is now extending the Suspension Period through 9:30 a.m. (ET) on Tuesday, August 1, 2006 (the “Extended Suspension Period”). During the Extended Suspension Period, directors and executive officers of the Company will not be permitted to purchase or sell any shares of Company common stock (unless, as required by law, certain conditions are met). On July 28, 2006, the Company gave notice of the Extended Suspension Period to its directors and executive officers, a copy of which is filed as Exhibit 99.1 hereto.
          The Company previously imposed the Suspension Period because it did not file its Annual Report on Form 10-K for the fiscal year ended March 31, 2006 (the “Form 10-K”) by its extended due date of June 29, 2006. The Company is imposing the Extended Suspension Period because it expects to file its Form 10-K on July 31, 2006. As a result, the Company will not use 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 the Form 10-K with the Securities and Exchange Commission.
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: July 28, 2006  By:   /s/ Robert G. Cirabisi    
    Robert G. Cirabisi
Acting Chief Financial Officer, 
 
    Senior Vice President and
Corporate Controller 
 
 

 

EX-99.1 2 y22930exv99w1.htm EX-99.1: NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS EX-99.1
 

Exhibit 99.1
Notice to Directors and Executive Officers
Of CA, Inc.
This notice is to inform you of the following:
1.   As previously communicated to you on June 29, 2006, CA, Inc. (the “Company”) was unable to file its Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended March 31, 2006 within the additional time allowed under Rule 12b-25 of the Securities Exchange Act of 1934.
 
2.   As a result, the Company extended the period during which it would not use its existing registration statement under the Securities Act of 1933 to sell interests in its Savings Harvest Plan to employees through 5:30 p.m. on Friday, July 28, 2006 (the “Suspension Period”).
 
3.   The Company is completing its work on matters previously disclosed in its Current Report on Form 8-K dated June 29, 2006, including with respect to additional stock based compensation expense relating to employee option grants and revenue attributable to certain early contract renewals. In light of the above, the Company expects to file its Form 10-K on July 31, 2006 and, therefore, will extend the Suspension Period through 9:30 a.m. (ET) on Tuesday, August 1, 2006 (the “Extended Suspension Period”).
 
4.   During the Extended 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 further notify you if there are any changes in the Extended Suspension Period.
 
5.   Please note that you are also subject to the Company’s regular periodic trading blackout.
 
6.   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: July 28, 2006

 

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