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As filed with the Securities and Exchange Commission on October 6, 2000.
Registration No. 333-49301
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO
REGISTRATION STATEMENT ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 51-0310342
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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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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WILLIAM L. DECKELMAN, JR.
AFFILIATED COMPUTER SERVICES, INC.
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204
(214) 841-6144
(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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: No longer
applicable because shares are being removed from registration.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. [ ]
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4% CONVERTIBLE SUBORDINATED NOTES REMOVED FROM REGISTRATION
Affiliated Computer Services, Inc., a Delaware corporation, filed a
Registration Statement on Form S-3 (File No. 333-49301) with the Securities and
Exchange Commission on April 2, 1998, registering 4% Convertible Subordinated
Notes due March 15, 2005, and the 5,391,936 shares of Class A common stock of
ACS, par value $.01 per share, that are issuable upon conversion of the Notes.
The Notes were offered for resale from time to time by certain selling
securityholders. ACS's obligation to maintain the effectiveness of the
Registration Statement has expired. Pursuant to ACS's undertaking in the
Registration Statement, ACS files this Post-Effective Amendment No. 1 to remove
from registration any Notes that were registered in the offering but remain
unsold.
1
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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. 1 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 October 5, 2000.
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ JEFFREY A. RICH
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President, Chief Executive Officer
and Director
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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:
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<CAPTION>
Signature Title Date
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/s/ DARWIN DEASON* Chairman of the Board October 5, 2000
------------------------------ and Director
Darwin Deason
/s/ JEFFREY A. RICH* President, Chief Executive Officer October 5, 2000
------------------------------ and Director
Jeffrey A. Rich
/s/ MARK A. KING* Executive Vice President, October 5, 2000
------------------------------ Chief Financial Officer and
Mark A. King Director
/s/ HENRY G. HORTENSTINE* Executive Vice President October 5, 2000
------------------------------
Henry G. Hortenstine
/s/ WILLIAM L. DECKELMAN, JR. Executive Vice President, Secretary, October 5, 2000
------------------------------ General Counsel and Director
William L. Deckelman, Jr.
/s/ PETER A. BRACKEN* Executive Vice President and Director October 5, 2000
------------------------------
Peter A. Bracken
/s/ CLIFFORD M. KENDALL* Director October 5, 2000
------------------------------
Clifford M. Kendall
/s/ JOSEPH P. O'NEILL* Director October 5, 2000
------------------------------
Joseph P. O'Neill
/s/ FRANK A. ROSSI* Director October 5, 2000
------------------------------
Frank A. Rossi
*By /s/ Jeffrey A. Rich
--------------------------
Jeffrey A. Rich
Attorney-in-fact
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