<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1997.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
AFFILIATED COMPUTER SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 51-0310342
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204
(214) 841-6111
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)
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AFFILIATED COMPUTER SERVICES, INC. 1997 STOCK INCENTIVE PLAN
COMPUTER DATA SYSTEMS. INC. 1991 LONG-TERM INCENTIVE PLAN(1)
(Full Title of Plans)
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DAVID W. BLACK, ESQUIRE COPY TO:
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL DAVID G. LUTHER, ESQUIRE
AFFILIATED COMPUTER SERVICES, INC. HUGHES & LUCE, L.L.P.
2828 NORTH HASKELL AVENUE 1717 MAIN STREET, SUITE 2800
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
(214) 841-6152
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(2) PER SHARE(3) OFFERING PRICE(3) FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 4,806,849 $22.56 $108,442,513.40 $31,990.54
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</TABLE>
(1) Originally sponsored by Computer Data Systems, Inc., and
outstanding options granted thereunder were assumed by the registrant
pursuant to the merger between a wholly-owned subsidiary of the
registrant and Computer Data Systems, Inc.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein.
(3) Estimated solely for the purpose of calculating the registration
fee on the basis of the average of the high and low price paid per
share of Class A Common Stock, as reported on the New York Stock
Exchange on December 12, 1997, in accordance with Rule 457(h)
promulgated under the Securities Act of 1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Affiliated Computer
Services, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997, as amended by Amendment No. 1 thereto on Form
10-K/A (the "1997 Form 10-K"), and the Registrant's annual report to
stockholders for the fiscal year ended June 30, 1997, which contain
the Registrant's audited financial statements for the Registrant's
last completed fiscal year.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
(c) The description of the Registrant's Class A Common Stock,
par value $.01 per share, contained in the Registrant's Registration
Statement on Form 8-A, dated September 26, 1994, including any
amendment or report filed for the purpose of updating such description.
(d) The description of the Registrant's Rights Agreement
contained in its Report on Form 8-K dated August 20, 1997 and in its
Registration Statement on Form 8-A dated August 21, 1997.
(e) All reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the 1996
Form 10-K.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of Class A Common Stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
of such documents (such documents, and the documents enumerated above,
being referred to herein as the "Incorporated Documents").
<PAGE>
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") authorizes
Delaware corporations to limit the liability of directors and officers
to the corporation or its stockholders to money damages, except for
(a) breaches of a director's duty of loyalty to the corporation or its
stockholders; (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of the law; (c) the
payment of unlawful dividends or unlawful stock repurchases or
redemptions; or (d) transactions in which the director received an
improper personal benefit. The DGCL, unless limited by the
corporation's charter, provides that indemnification is mandatory to
the extent that a director, officer, employee or agent, acting in good
faith, and in a manner that he or she reasonably believes to be in, or
not opposed to, the best interests of the corporation, or with respect
to any criminal action or proceeding, there was no reason to believe
that his or her conduct was unlawful, or has been successful on the
merits or otherwise in the defense of any proceeding covered by the
indemnification statute. The DGCL generally permits indemnification
for expenses incurred in the defense or settlement of derivative or
third party actions, provided that there is a determination by a
quorum of directors who were not parties to the action, or if such
quorum is not obtainable, or if directed by such quorum by independent
counsel, or by a majority vote of a quorum of the stockholders, that
the person seeking indemnification acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests
of the corporation, or in a criminal proceeding that the person had no
reason to believe his or her conduct to be unlawful. Without court
approval, however, no indemnification may be made in respect of any
derivative action in which such person is adjudged liable. The DGCL
states that the indemnification provided by the statute shall not be
deemed exclusive of any other rights under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise.
Article NINTH of the Charter of the Registrant limits the
liability of directors and officers to the fullest extent permitted by
the DGCL. Article NINTH of the Charter of the Registrant also
authorizes the Registrant to enter into contracts, adopt bylaws or
resolutions to provide for the indemnification of the Registrant's
directors and officers. Section 33 of the Registrant's bylaws
provides for the indemnification of the Registrant's directors and
officers to the fullest extent
<PAGE>
permitted by the DGCL. In addition, the Registrant's directors and
officers are covered by certain insurance policies maintained by the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1* Opinion of Hughes & Luce, L.L.P.
23.1* Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1)
23.2* Consent of Price Waterhouse, LLP
24.1* Power of Attorney (contained in signature page)
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*Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement
<PAGE>
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions
described in Item 6, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification by the
Registrant against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on this
16th day of December, 1997.
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ David W. Black
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David W. Black
Executive Vice President and General Counsel
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Affiliated Computer
Services, Inc., hereby severally constitute and appoint David W. Black, our
true and lawful attorney with full power to him, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form
S-8 filed herewith, any other Registration Statement related to the same
offering, and any and all amendments (including post-effective amendments) to
the Registration Statement, and generally to do all things in our name and
behalf in the capacities indicated below to enable Affiliated Computer
Services, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Darwin Deason
- --------------------- Chairman of the Board and Chief December 16, 1997
Darwin Deason Executive Officer
/s/ Jeffrey A. Rich
- --------------------- President, Chief Operating Officer December 16, 1997
Jeffrey A. Rich and Director
/s/ Mark A. King
- --------------------- Executive Vice President, Chief December 16, 1997
Mark A. King Financial Officer and Director
/s/ Henry G. Hortenstine
- ------------------------ Executive Vice President December 16, 1997
Henry G. Hortenstine and Director
- --------------------- *Attorney-in-Fact, Executive Vice December 16, 1997
David W. Black President, General Counsel and
Director
/s/ Frank A. Rossi
- --------------------- Director December 16, 1997
Frank A. Rossi
/s/ Joseph P. O'Neill
- --------------------- Director December 16, 1997
Joseph P. O'Neill
/s/ Clifford M. Kendall
- --------------------- Director December 16, 1997
Clifford M. Kendall
/s/ Peter A. Bracken
- --------------------- Director December 16, 1997
Peter A. Bracken
<PAGE>
[HUGHES & LUCE, L.L.P. LETTERHEAD]
December 16, 1997
Affiliated Computer Services, Inc.
2828 North Haskell Avenue
Dallas, Texas 75204
Re: Registration Statement on Form S-8 for the Affiliated Computer Services,
Inc. 1997 Stock Incentive Plan and for those options granted under the
Computer Data Systems, Inc. 1991 Long-Term Incentive Plan, Which Were
Assumed Pursuant to the Merger of a Wholly Owned Subsidiary of Affiliated
Computer Services, Inc. with and into Computer Data Systems, Inc.
Ladies and Gentlemen:
We render this opinion as counsel to Affiliated Computer Services,
Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, of (x) 3,675,000
shares (the "1997 Plan Shares") of the Company's Class A Common Stock, par
value $.01 per share ("Common Stock"), issuable under the Affiliated Computer
Services, Inc. 1997 Stock Incentive Plan (the "1997 Plan"), and (y)
4,806,849 shares (the "CDSI Plan Shares") of Common Stock issuable pursuant
to the exercise of options granted under the Computer Data Systems, Inc.
1991 Long-Term Incentive Plan (the "CDSI Plan"), which options were assumed
by the Company pursuant to the Agreement and Plan of Merger, dated
September 20, 1997, by and among the Company, ACS Acquisition Corp., a
wholly-owned subsidiary of the Company, and Computer Data Systems, Inc. (The
1997 Plan and the CDSI plan are collectively referred to herein as the
"Plans", and the 1997 Plan Shares and the CDSI Plan Shares are collectively
referred to herein as the "Shares").
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments
and certificates as we have deemed necessary or advisable for the purposes of
this opinion. We have assumed that all signatures on all documents presented
to us are genuine, that all documents submitted to us as originals are
accurate and complete and that all documents submitted to us as copies are
true and correct copies of the originals thereof. We have also relied upon
such certificates of corporate agents and officers of the Company and such
other certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be,
if and when issued and paid for pursuant to the Plans, validly issued, fully
paid and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance,
and
<PAGE>
Affiliated Computer Services, Inc.
December 16, 1997
Page Two
further assuming that the consideration received by the Company for the
Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
included in this category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 30, 1997, except
as to Note 4, Note 13 and Note 15, which are as of September 21, 1997,
appearing on page 20 of Affiliated Computer Services, Inc.'s Annual Report on
Form 10-K for the year ended June 30, 1997.
PRICE WATERHOUSE, LLP
Dallas, Texas
December 16, 1997
