<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AFFILIATED COMPUTER SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0310342
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2828 North Haskell, Dallas 75204
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the If this form relates to the registration
registration of a class of debt of a class of debt securities and is to become
securities and is effective upon filing effective simultaneously with the effectiveness
pursuant to the General Instruction A(c)(1) of a concurrent registration statement under the
please check the following box. / / Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the
following box. / /
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
CLASS A COMMON STOCK, NEW YORK STOCK EXCHANGE
$.01 PAR VALUE
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
CLASS A COMMON STOCK $.01 PAR VALUE
The capital stock of Affiliated Computer Services, Inc. (the
"Company" or "Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange"), is the Registrant's Class A Common Stock, $.01 par
value per share (the "Common Stock"). The holders of outstanding shares of
Common Stock are entitled to receive dividends out of assets legally
available therefor at such times and in such amounts as the Board of
Directors may from time to time determine. The shares of Common Stock are
neither redeemable nor convertible, and the holders thereof have no
preemptive or subscription rights to purchase any securities of the Company.
Upon liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to receive, PRO RATA, the assets of the Company
that are legally available for distribution to stockholders. Each
outstanding share of Common Stock is entitled to one vote on all matters
submitted to a vote of stockholders. There is no cumulative voting in the
election of directors.
Each of the items described below could result in the Company being
less attractive to a potential acquiror and could result in stockholders
receiving less for their shares of Common Stock than otherwise might be
available in the event of a takeover attempt.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK
The Company has authorized, unissued and unreserved Common Stock and
preferred stock. The existence of unissued and unreserved Common Stock and
preferred stock may be to enable the Board of Directors to render more
difficult or to discourage an attempt to obtain control of the Company by
means of a merger, tender offer, proxy contest or otherwise, and thereby to
protect the continuity of the Company's management. If, in the exercise of
its fiduciary obligations, for example, the Board of Directors were to
determine that a takeover proposal was not in the Company's best interests,
the Board of Directors could issue such authorized but unissued shares
without stockholder approval in one or more private placements or other
transactions. Such an issuance could dilute the voting or other rights of
the proposed acquiror, insurgent stockholder or stockholder group by creating
a substantial voting block in institutional or other hands that could support
the position of the incumbent Board of Directors by effecting an acquisition
that might complicate or preclude the takeover.
CERTIFICATE OF INCORPORATION AND BYLAWS
The Certificate of Incorporation and Bylaws of the Company contain
several provisions that may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt. The Company also
has Class B Common Stock, $.01 par value (the "Class B Common Stock")
outstanding. The holders of Class B Common Stock are entitled to 10 votes per
share on all matters submitted to a vote of the stockholders. The Certificate
of Incorporation does not provide for cumulative voting and, accordingly,
Darwin Deason (Chairman and Chief Executive Officer of the Company), as the
2
<PAGE>
holder of a majority of the outstanding voting power, can currently elect all
the members of the Board of Directors.
Under the Delaware General Corporation Law ("DGCL"), any action
required or permitted to be taken by the stockholders of a corporation may be
taken only at a duly called annual or special meeting of stockholders. The
Bylaws provide that special meetings of the stockholders of the Company may
be called only by the Chairman of the Board of Directors, the President, a
majority of the members of the Board of Directors or the holders of a
majority of the voting power of the Company's outstanding capital stock.
These provisions could have the effect of delaying until the next annual
stockholders' meeting actions that are not favored by the holders of a
majority of the voting power of the outstanding capital stock of the Company.
Moreover, the bylaws authorize the stockholders of the Company to take
action by written consent signed by the holders of a majority of the voting
power of the Company's outstanding capital stock, provided that written
notice is given to those stockholders who have not consented in writing.
Under the DGCL, the approval of a Delaware corporation's board of
directors, in addition to stockholder approval, is required to adopt any
amendment to the Company's certificate of incorporation, but the exclusive
power to adopt, amend and repeal the bylaws is conferred solely upon the
stockholders, unless the corporation's certificate of incorporation also
confers such power on its board of directors. The Certificate of
Incorporation grants the power to amend the Bylaws to the Board of Directors.
In addition to the foregoing provisions of the Certificate of
Incorporation and Bylaws, the Company is subject to the provisions of Section
203 of the DGCL, which restricts the consummation of certain business
combination transactions (including mergers, stock and asset sales and other
transactions resulting in financial benefit to the stockholder) between a
Delaware public corporation and an "interested stockholder" for a period of
three years after the date the interested stockholder acquired its stock. An
"interested stockholder" is defined as a person who, together with any
affiliates and/or associates of such person, beneficially owns 15% or more of
any class or series of stock entitled to vote in the election of directors,
unless, among other exceptions, (i) the transaction is approved by (a) the
corporation's board of directors prior to the date the interested stockholder
acquired such shares or (b) a majority of the board of directors and by the
affirmative vote of the holders of two-thirds of the outstanding shares of
each class or series of stock entitled to vote generally in the election of
directors, not including the shares owned by the interested stockholders, or
(ii) the interested stockholder acquired at least 85% of the voting stock of
the corporation in the transaction in which it became an interested
stockholder. Section 203 of the DGCL is intended to discourage certain
takeover practices by impeding the ability of a hostile acquiror to engage in
certain transactions with the target company.
ITEM 2. EXHIBITS
1. All exhibits required by Instruction II to Item 2 will be supplied
to the Exchange.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ David Black
-----------------------------------------
David Black, Executive Vice President and
General Counsel
Dated: January 16, 1997
4
