<PAGE>
As filed with the Securities and Exchange Commission on February 23, 1999.
Registration No. 33-79394
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
ON FORM S-3 TO
REGISTRATION STATEMENT ON FORM S-1
UNDER THE SECURITIES ACT OF 1933
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0310342
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF 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)
_______________
DAVID W. BLACK
AFFILIATED COMPUTER SERVICES, INC.
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204
(214) 841-6152
(NAME, ADDRESS, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH A COPY TO:
DAVID G. LUTHER, JR.
HUGHES & LUCE, L.L.P.
1717 MAINS STREET, SUITE 2800
DALLAS, TX 75201
(214) 939-5535
_______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: No longer
applicable because shares are being removed from registration.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ________________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
COMMON STOCK REMOVED FROM REGISTRATION
Affiliated Computer Services, Inc., a Delaware corporation (the "ACS"),
filed a Registration Statement on Form S-1 (File No. 33-79394) with the
Securities and Exchange Commission (the "Commission") which was converted to a
Form S-3 by Post-Effective Amendment No. 2 on Form S-3 (the "Registration
Statement") filed with the Commission on September 28, 1995 (File No. 33-79394)
registering 20,895,428 shares (after taking into account a two-for-one stock
split) of Class A common stock, par value $.01 per share (the "Class A Common
Stock"), of ACS to be offered from time to time by certain selling stockholders
(the "Offering"). ACS's obligation to maintain the effectiveness of such
Registration Statement has expired. Pursuant to the ACS's undertaking in the
Registration Statement, ACS files this Post-Effective Amendment No. 3 to remove
from registration any shares of Class A Common Stock that were registered in the
Offering but remain unsold.
1
<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-3 and has duly caused this Post-Effective
Amendment No. 3 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on February 23, 1999.
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ JEFFREY A. RICH
----------------------------------
President, Chief Executive Officer
and Director
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<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Affiliated Computer
Services, Inc., hereby severally constitute and appoint Jeffrey A. Rich and
David W. Black, and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for each of us in
our name, place and stead, in any and all capacities, to sign Affiliated
Computer Services, Inc.'s Registration Statement on Form S-3, and any other
Registration Statement relating to the same offering, and any and all
amendments thereto (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grant to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as each of us might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or his or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DARWIN DEASON Chairman of the Board February 23, 1999
- ------------------------ and Director
Darwin Deason
/s/ JEFFREY A. RICH President, Chief Executive Officer February 23, 1999
- ------------------------ and Director
Jeffrey A. Rich
/s/ MARK A. KING Executive Vice President, February 23, 1999
- ------------------------ Chief Financial Officer and
Mark A. King Director
/s/ HENRY G. HORTENSTINE Executive Vice President February 23, 1999
- ------------------------
Henry G. Hortenstine
/s/ DAVID W. BLACK Executive Vice President, Secretary, February 23, 1999
- ------------------------ General Counsel and Director
David W. Black
/s/ PETER A. BRACKEN Executive Vice President and Director February 23, 1999
- ------------------------
Peter A. Bracken
/s/ CLIFFORD M. KENDALL Director February 23, 1999
- ------------------------
Clifford M. Kendall
/s/ JOSEPH P. O'NEILL Director February 23, 1999
- ------------------------
Joseph P. O'Neill
/s/ FRANK A. ROSSI Director February 23, 1999
- ------------------------
Frank A. Rossi
</TABLE>
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