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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2000
REGISTRATION NO. 33-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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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 Number.)
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS
(214) 841-6111 75204
(Address of principal executive offices) (Zip Code)
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AFFILIATED COMPUTER SERVICES, INC.
401(k) SUPPLEMENTAL PLAN
(Full title of Plan)
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WILLIAM L. DECKELMAN, JR., ESQUIRE
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
AFFILIATED COMPUTER SERVICES, INC.
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75201
(214) 841-6144
(Name, Address, including zip code and telephone
number, including area code, of agent for service)
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COPY TO:
DAVID G. LUTHER, ESQUIRE
HUGHES & LUCE, L.L.P.
1717 MAIN STREET, SUITE 2800
DALLAS, TEXAS 75201
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CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF SECURITIES TO PROPOSED MAXIMUM MAXIMUM
BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED(1) REGISTERED(1) OBLIGATION OFFERING (2) REGISTRATION FEE
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DEFERRED COMPENSATION
OBLIGATIONS 200 100% $5,000,000 $1,320
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(1) The Deferred Compensation Obligations are unsecured obligations of
Affiliated Computer Services, Inc. to pay deferred compensation in the
future in accordance with the terms of the Affiliated Computer Services,
Inc. 401(k) Supplemental Plan for certain executive employees.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended based
upon an estimate of the amount of compensation employees will elect to
defer under the Affiliated Computer Services, Inc. 401(k) Supplemental Plan
over a period of five years.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:
(1) Annual Report of the Company on Form 10-K for the fiscal year
ended June 30, 1999 (the "Annual Report");
(2) Current Report on Form 8-K filed on October 12, 1999
(3) Quarterly Report on Form 10-Q for the quarter ended September
30, 1999;
(4) Quarterly Report on Form 10-Q for the quarter ended December
31, 1999;
(5) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; and
(6) Current Report on Form 8-K filed on July 14, 2000
(7) All other reports filed with the Commission pursuant to
Section 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 documents referred to in the Annual
Report.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all of the Common Stock offered hereunder has been sold or
which deregisters all of such Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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.
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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 majority vote of the directors who
are not parties to the action even though less than a quorum, or by a committee
of directors designated by a majority vote of the directors, even though less
than a quorum, or if such directors so direct, by independent legal counsel in a
written opinion, or by 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 that 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 Company limits the liability of
directors and officers to the fullest extent permitted by the DGCL. Article
Ninth of the Charter of the Company also authorizes the Company to enter into
contracts, adopt bylaws or resolutions to provide for the indemnification of the
Company's directors and officers. Section 33 of the Company's bylaws provides
for the indemnification of the Company's directors and officers to the fullest
extent permitted by the DGCL. In addition, the Company's directors and officers
are covered by certain insurance policies maintained by the Company.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Number Description of Exhibit
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4.1 Form of Affiliated Computer Services, Inc. 401(k) Supplemental
Plan*
5.1 Opinion of Hughes & Luce L.L.P.*
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of Hughes & Luce L.L.P. (included in the opinion of
Hughes & Luce L.L.P. filed as Exhibit 5)*
24.1 Power of Attorney (included on signature page filed herewith)*
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 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;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, as amended, each
such post-effective amendment 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.
(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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
as amended, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act of 1934, as mended,
(and, where applicable, each filing of an employee benefit plan's
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annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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 for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the 29th day of
August, 2000.
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ WILLIAM L. DECKELMAN, JR.
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William L. Deckelman, Jr.
Executive Vice President and General
Counsel
POWER OF ATTORNEY
Each person whose signature appears below authorizes William L.
Deckelman, Jr., to execute in the name of each such person who is then an
officer or director of the Registrant, and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in such Registration Statement
as such attorney may deem appropriate.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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August 29, 2000
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Darwin Deason Chairman of the Board
/s/ JEFFREY A. RICH President, Chief Executive Officer August 29, 2000
------------------------------------- and Director
Jeffrey A. Rich
/s/ MARK A. KING Executive Vice President, Chief August 29, 2000
------------------------------------- Financial Officer and Director
Mark A. King
/s/ HENRY G. HORTENSTINE Executive Vice President and Director August 29, 2000
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Henry G. Hortenstine
/s/ WILLIAM L. DECKELMAN, JR. *Attorney-in-Fact, Executive Vice August 29, 2000
------------------------------------- President, Secretary and General Counsel
William L. Deckelman, Jr.
/s/ FRANK A. ROSSI Director August 29, 2000
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Frank A. Rossi
/s/ JOSEPH P. O'NEILL Director August 29, 2000
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Joseph P. O'Neill
/s/ CLIFFORD M. KENDALL Director August 29, 2000
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Clifford M. Kendall
/s/ PETER A. BRACKEN Director August 29, 2000
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Peter A. Bracken
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Affiliated Computer Services, Inc. 401(k) Supplemental
Plan*
5.1 Opinion of Hughes & Luce L.L.P.*
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of Hughes & Luce L.L.P. (included in the opinion of
Hughes & Luce L.L.P. filed as Exhibit 5)*
24.1 Power of Attorney (included on signature page filed herewith)*
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* Filed herewith.
