As filed with the Securities and Exchange Commission on January 9, 1998
Registration No. 33-47358
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPUTER DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0882982
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Curie Court
Rockville, Maryland 20850
(301) 921-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Bradley W. Kopp
Chief Financial Officer
Computer Data Systems, Inc.
One Curie Court
Rockville, Maryland 20850
(301) 921-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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EXPLANATORY STATEMENT
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On December 16, 1997, Computer Data Systems, Inc. ("CDSI") and
Affiliated Computer Services, Inc. ("ACS") consummated the merger of ACS
Acquisition Corp. with and into CDSI (the "Merger") on the terms and
conditions more fully described in the Registration Statement No. 333-40351 on
Form S-4 filed by ACS on November 17, 1997. As a result of the closing of the
Merger, shares previously registered by CDSI for use in connection with the
Computer Data Systems, Inc. 1991 Long-Term Incentive Plan (the "Plan") on
Registration Statement No. 33-47358 on Form S-8 (the "Registration Statement")
and not already issued will not be issued by CDSI. In this regard,
outstanding options for CDSI Common Stock previously granted to participants
in the Plan were converted into options for ACS Class A Common Stock in
accordance with the 1.759 exchange ratio specified in the Agreement and Plan
of Merger. Pursuant to CDSI's undertaking in the Registration Statement, CDSI
files this Post-Effective Amendment No. 1 thereto to remove from registration
the shares of CDSI Common Stock which had not been issued as of the closing of
the Merger.
SIGNATURES
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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 Post-
Effective Amendment to Registration Statement No. 33-47358 to be signed on its
behalf by the undersigned, thereunto duly authorized, in Rockville, Maryland,
on the date indicated.
COMPUTER DATA SYSTEMS, INC.
Date: January 9, 1998 By: /s/ Peter A. Bracken
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Peter A. Bracken
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement No. 33-47358 has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/ Peter A. Bracken President and Chief Executive January 9, 1998
- --------------------- Officer (Principal Executive
Peter A. Bracken Officer)
/s/ Bradley W. Kopp Chief Financial Officer January 9, 1998
- --------------------- (Principal Financial
Bradley W. Kopp and Accounting Officer)
/s/ Jeffrey A. Rich Chairman of the Board of January 9, 1998
- --------------------- Directors
Jeffrey A. Rich
/s/ Henry G. Hortenstine Director January 9, 1998
- ------------------------
Henry G. Hortenstine
/s/ David W. Black Director January 9, 1998
- ----------------------
David W. Black
