<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10/A
(AMENDMENT NO. 1)
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 95-2043126
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2100 EAST GRAND AVENUE
EL SEGUNDO, CALIFORNIA 90245
(Address of principal executive offices) (zip code)
(310) 615-0311
(Registrant's telephone
number, including area code)
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
------------------- ------------------------------
Common Stock, $1.00 par value New York Stock Exchange
Pacific Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The following is a brief description of the capital stock of the
Registrant, the Nevada General Corporation Law as set forth in the Nevada
Revised Statutes ("NRS") and the provisions contained in the Registrant's
Restated Articles of Incorporation, as amended, the Registrant's Bylaws and the
Registrant's Rights Agreement described below. The description which follows is
qualified in its entirety by the full text of the Company's Restated Articles of
Incorporation, as amended (the "Restated Articles of Incorporation"), the Bylaws
(the "Bylaws") and the Rights Agreement, each of which is incorporated by
reference as an exhibit hereto.
The Registrant's Restated Articles of Incorporation authorize
76,000,000 shares of capital stock, of which 75,000,000 shares are Common Stock,
$1.00 par value per share (the "Common Stock"), and 1,000,000 shares are
Preferred Stock, $1.00 par value per share (the "Preferred Stock").
COMMON STOCK
Holders of the Registrant's Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of stockholders,
and are entitled to cumulate their votes for the election of directors. Subject
to preferences that may be applicable to any outstanding preferred stock,
holders of Common Stock are entitled to receive ratably such dividends as may be
declared by the Registrant's Board of Directors out of funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Registrant, holders of Common Stock are entitled to share ratably in all assets
remaining after payment to all creditors and payments required to be made in
respect of any outstanding preferred stock. All of the outstanding shares of
Common Stock are, and the unissued shares of Common Stock reserved for issuance
by the Registrant will be, upon issuance and sale, fully paid and nonassessable.
Holders of Common Stock have no preemptive or other rights to
subscribe for additional shares and have no rights to convert their Common Stock
into any other securities and the Common Stock is not subject to redemption,
sinking fund or conversion provisions. However, the Registrant has declared and
distributed a dividend of preferred stock purchase rights for holders of Common
Stock. See "Rights Agreement."
The Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange. The transfer agent and registrar for the Common Stock
is Mellon Securities Trust Company.
RIGHTS AGREEMENT
The Registrant declared and distributed a dividend of preferred stock
purchase rights (the "Rights") to holders of Common Stock pursuant to that
certain Rights Agreement dated as of December 21, 1988 by and between the
Registrant and American Transtech, as Rights Agent, as amended (the "Rights
Agreement"). The Rights are described in the Registrant's Registration
Statement on Form 8-A dated December 21, 1988, as amended, filed with the
Securities and Exchange Commission and incorporated herein by this reference
(the "Rights Registration Statement"). Such description is subject to and
qualified in its entirety by the more detailed terms and conditions of the
Rights Agreement that is incorporated by reference as an exhibit hereto. The
current Rights Agent is Mellon Securities Trust Company.
PREFERRED STOCK
The Registrant's Board of Directors is authorized, without further
stockholder action,
<PAGE>
to issue the authorized shares of Preferred Stock from time to time and to
divide any or all shares of the authorized Preferred Stock into series and,
subject to limitations prescribed by law or the Registrant's Restated Articles
of Incorporation, to fix and determine the number of shares in, the
designations, preferences and relative, participating, optional or other special
rights of, and the qualifications, limitations or restrictions on, any series so
established, including voting powers, if any, dividend rights, liquidation
preferences, redemption rights and conversion privileges.
The issuance of shares of Preferred Stock by action of the
Registrant's Board of Directors could adversely affect the voting power,
dividend rights and other rights of holders of the Common Stock. Issuance of a
series of shares of Preferred Stock also could, depending on the terms of such
series, either impede or facilitate the completion of a merger, tender offer,
takeover attempt or other change of control. The authorized shares of Preferred
Stock are available for issuance without further action by the Registrant's
stockholders, unless such action is required by applicable law or the rules of
any stock exchange on which the Common Stock is listed.
In connection with the Rights issued under the Rights Agreement, the
Board of Directors has authorized the issuance of 198,000 shares of Series A
Junior Participating Preferred Stock, $1.00 par value, none of which has been
issued. The terms designated for the Series A Junior Participating Preference
Stock are described in the Rights Registration Statement incorporated herein by
reference.
RESTRICTIONS ON BUSINESS COMBINATIONS AND CORPORATE CONTROL
The NRS contains provisions restricting the ability of a corporation
to engage in business combinations with an "interested stockholder." Under the
NRS, except under certain circumstances, business combinations are not permitted
for a period of three years following the date such stockholder became an
interested stockholder. The NRS defines an "interested stockholder," generally,
as a person who beneficially owns 10% or more of the outstanding shares of a
corporation's voting stock.
In addition, the NRS generally disallows the exercise of voting rights
with respect to "control shares" of an "issuing corporation" (as defined in the
NRS). "Control shares" are the voting shares of an issuing corporation acquired
in connection with the acquisition of a "controlling interest." "Controlling
interest" is defined in terms of threshold levels of voting share ownership,
which, when crossed, trigger application of the voting bar with respect to the
newly acquired shares. The NRS also permits directors to resist a change or
potential change in control of the corporation if the directors determine that
such a change is opposed to or not in the best interest of the corporation.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the NRS as currently in effect empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with the action, suit or
proceeding if the person indemnified acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful. In the case of an action by or in
the right of the corporation, no indemnification may be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless
<PAGE>
and only to the extent that the court in which such action or suit was entitled
to indemnity for such expenses which the court shall deem proper.
Section 78.751 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he
must be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
The Bylaws of the Registrant provide the Registrant with powers of
indemnification which are substantially identical to those powers set forth in
Section 78.751 of the NRS.
There is a directors' and officers' liability insurance policy which
is presently outstanding insuring the directors and officers of the Registrant.
The policy expires on December 7, 1995 and provides for individual and aggregate
deductibles and an overall aggregate limit of $30 million.
The Registrant has also entered into indemnification agreements with
its directors and certain of its officers that require the Registrant to pay on
behalf of each such director and officer any amount that such director or
officer becomes legally obligated to pay because of any claim or claims made
against him or her as a result of any act or omission or neglect or breach of
duty, including any actual or alleged error or misstatement or misleading
statement, which he or she commits or suffers while acting in his or her
capacity as a director or officer of the Registrant or while serving at the
Registrant's request as a director or officer of another entity. Under such
agreements, the Registrant is not liable to pay such directors and officers for
any claims (1) to the extent actually paid under other insurance, tendered to
and accepted by an insurer prior to the effectiveness of such director's or
officer's indemnification agreement, (3) for which such director or officer has
other indemnification, (4) based on an improper and illegal personal benefit to
such director or officer, (5) for violations of Section 16(b) of the Securities
Exchange Act of 1934 or analogous provisions of law, or (6) resulting in whole
or in part from the dishonesty of such director or officer. The indemnification
agreements require the Registrant to make prompt payment of investigation and
defense costs and expenses in advance of the final disposition of the matter,
upon the receipt of a written undertaking by or on behalf of such director or
officer to repay any such amounts if it is determined that such director or
officer is not entitled to indemnification under the agreement. However, such
advance payment shall not be made if it is determined that it is more likely
than not that it will ultimately be determined that such director or officer is
not entitled to indemnification under the agreement.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) The Exhibit Index appears on Page 6.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
COMPUTER SCIENCES CORPORATION
Dated: February 6, 1995 By /s/ Hayward D. Fisk
-------------------------------------------
Hayward D. Fisk
Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. numbered page
- ----------- --------------
3.1 Restated Articles of Incorporation (Incorporated by
reference from the Annual Report on Form 10-K for the
year ended March 31, 1989 (File No. 1-4850)).
3.2 Amendment to Restated Articles of Incorporation
(Incorporated by reference from the Current Report on
Form 8-K filed on November 4, 1991).
3.3 Bylaws (Incorporated by reference from the Annual Report
on Form 10-K for the year ended April 3, 1992).
4.1 Form of Common Stock Certificate (Incorporated by
reference from Exhibit 4.1 to the Registration Statement
on Form S-3 (No. 33-57265)).
4.2 Restated Rights Agreement dated as of December 21, 1988,
as amended December 6, 1993 (Incorporated by reference
from Exhibit 10.22 to the Annual Report on Form 10-K for
year ended April 1, 1994).
99.1 Registration Statement on Form 8-A dated December 21, 1988;
Form 8 Amendment No. 1 to Form 8-A dated January 25, 1989;
Form 8-A/A (Amendment No. 1) dated December 9, 1993.
<PAGE>
EXHIBIT 99.1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMPUTER SCIENCES CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Nevada 95-2043126
- ------------------------- ---------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
2100 East Grand Avenue, El Segundo, California 90245
- -------------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to registered
Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Description of Securities to be Registered.
On December 21, 1988, the Board of Directors of Computer Sciences
Corporation (the "Company") authorized and declared a dividend of one preferred
stock purchase right (a "Right") for each share of common stock, par value $1.00
per share, of the Company (the "Common Shares"). The dividend is payable on
January 3, 1989 (the "Record Date") to the holders of record of Common Shares as
of the close of business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of a Rights Agreement dated as of December 21, 1988 by and between
the Company and American Transtech, as Rights Agent (the "Rights Agent"), a form
of which is attached hereto and incorporated herein by reference (the "Rights
Agreement").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) Common Share certificates shall
represent the Rights related thereto. Common Share certificates issued after
the Record Date and prior to the Distribution Date shall contain a notation
incorporating the Rights Agreement by reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earlier of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities) has become the beneficial owner of 20%
or more of the outstanding Common Shares (such person is a "20% Stockholder) and
the date of such public announcement is the "20% Ownership Date") (or, if the
tenth business day after such announcement occurs before the Record Date, the
close of business on the Record Date), or (b) the tenth business day following
the date of the commencement of, or the announcement of an intention to make, a
tender offer or exchange offer by any Person (other than the Company or certain
related entities), if upon the consummation thereof such person would be the
owner of at least 30% of the Common Shares.
Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become
2
<PAGE>
exercisable to purchase Preferred Shares, Common Shares or other securities as
described in Section 4 below.
3. EXPIRATION OF RIGHTS
The Rights shall expire on December 21, 1999, unless earlier redeemed.
4. EXERCISE OF RIGHTS
Rights may be exercised, at the option of the holders, pursuant to
paragraphs (a), (b) or (c) below. No Right may be exercised more than once or
pursuant to more than one of such paragraphs. From and after the first event of
the type described in paragraphs (b) or (c) below, each Right that is
beneficially owned by a 20% Stockholder or that was attached to a Common Share
that is subject to an option beneficially owned by a 20% Stockholder shall be
void.
(a) RIGHT TO PURCHASE PREFERRED SHARES. Unless the Rights have
previously expired or been redeemed, from and after the close of business on the
Distribution Date, each Right (other than a Right that has become void) shall be
exercisable to purchase one one-hundredth of a share of Series A Junior
Participating Cumulative Preferred Stock, par value $1.00 per share, of the
Company (the "Preferred Shares"), at an exercise price of $235.00 (the "Exercise
Price"). Prior to the Distribution Date, the Company may substitute for all or
any portion of the Preferred Shares that would otherwise be issuable upon
exercise of the Rights, cash, assets or other securities having the same
aggregate value as such Preferred Shares. The Preferred Shares are
nonredeemable and may not issued except upon exercise of Rights. The holder of
a Preferred Share is entitled to receive when, as and if declared, the greater
of (a) cash and non-cash dividends in an amount equal to 100 times the dividends
declared on each Common Share or (b) a preferential annual dividend of $1.00 per
Preferred Share ($.01 per one one-hundredth of a Preferred Share). In the event
of liquidation, the holders of Preferred Shares shall be entitled to receive a
liquidation payment in an amount equal to the greater of (x) $1.00 per Preferred
Share ($.01 per one one-hundredth of a Preferred Share), plus all accrued and
unpaid dividends and distributions on the Preferred Shares, or (y) an amount
equal to 100 times the aggregate amount to be distributed per Common Share.
Each Preferred Share has one vote, voting together with the Common Shares. In
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, the holder of a Preferred Share shall be entitled to
receive 100 times the amount received per Common Share. The rights of the
Preferred Shares as to dividends, voting and liquidation preferences are
protected by anti-dilution provisions.
3
<PAGE>
(b) RIGHT TO PURCHASE COMMON SHARES OF THE COMPANY. Unless the
Rights have previously expired or been redeemed, from and after the close of
business on the tenth business day following the 20% Ownership Date (or, if the
tenth business day after the 20% Ownership Date occurs before the Record Date,
the close of business on the Record Date), each Right (other than a Right that
has become void) shall be exercisable to purchase one Common Share at 10% of the
then current market value of the Common Shares. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash assets or other
securities or any combination of the foregoing having the same aggregate value
as such Common Shares.
(c) RIGHT TO PURCHASE COMMON STOCK OF A SUCCESSOR CORPORATION.
Unless the Rights have previously expired or been redeemed, if, on or after the
20% Ownership Date, (a) the Company is acquired in a merger or other business
combination in which the Company is not the surviving corporation or in which
the outstanding Common Shares are changed into or exchanged for stock or assets
of another person or (b) 50% or more of the Company's consolidated assets or
earning power are sold (other than in transactions in the ordinary course of
business), than each Right (other than a Right that has become void) shall
thereafter be exercisable to purchase, at the Exercise Price (initially
$235.00), shares of common stock of the surviving corporation or purchaser,
respectively, with an aggregate market value equal to two times the Exercise
Price. If the surviving corporation or purchaser does not have sufficient
common stock available or is not publicly held, then each Right can be put to
the surviving corporation or purchaser for a cash payment equal to the Exercise
Price.
5. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution.
6. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon exercise of a Right
(other than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share and that may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
shall be made based on the market price of such securities.
4
<PAGE>
7. REDEMPTION
At any time prior to the close of business on the earliest of (i) the
tenth business day after the date of the first event of the type described in
Section 4(b) above, (ii) the date of the first event of the type described in
Section 4(c) above or (iii) the Rights' date of expiration given in Section 3
above, the Board of Directors may direct the Company to redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
and the Company shall so redeem the Rights. Thereafter, the right to exercise
Rights shall terminate and the only right of the holders of Rights shall be to
receive the Redemption Price.
8. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, shall have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
9. AMENDMENT OF RIGHTS AGREEMENT
At any time prior to the close of business on the earliest of (i) the
tenth business day after the date of the first event of the type described in
Section 4(b) above, (ii) the date of the first event of the type described in
Section 4(c) above or (iii) the Rights' date of expiration given in Section 3
above, the Board of Directors may, without the approval of any holders of
Rights, direct the Company and the Rights Agent to amend the Rights Agreement in
any manner, whether or not such amendment is adverse to the holders of Rights.
At any time thereafter the first event of the type described in Section 4(b) or
(c) above, the Board of Directors may, without the approval of any holders of
Rights, direct the Company and the Rights Agent to amend the Rights Agreement in
any manner so long as such amendment does not materially and adversely affect
the interests of the holders of Rights.
Item 2. Exhibits
Form of Rights Agreement dated as of December 21, 1988 by and between
the Company and American Transtech, a Delaware corporation, as Rights Agent.
5
<PAGE>
SIGNATURE
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.
COMPUTER SCIENCES CORPORATION
Date: December 21, 1988 By /s/ Albert Gluckson
Albert Gluckson
Vice President and Secretary
6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
COMPUTER SCIENCES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
TO FORM 8-A
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Registration Statement
on Form 8-A dated December 21, 1988, as set forth in the pages attached hereto:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED (PP.2-5.)
On December 21, 1988, the Board of Directors of Computer Sciences
Corporation (the "Company") authorized and declared a dividend of one preferred
stock purchase right (a "Right") for each share of common stock, par value $1.00
per share, of the Company (the "Common Shares"). The dividend is payable on
January 3, 1989 (the "Record Date") to the holders of record of Common Shares as
of the close of business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of a Rights Agreement dated as of December 21, 1988 by and between
the Company and American Transtech, as Rights Agent (the "Rights
<PAGE>
Agent"), a form of which is attached hereto and incorporated herein by reference
(the "Rights Agreement").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) Common Share certificates shall
represent the Rights related thereto. Common Share certificates issued after
the Record Date and prior to the Distribution Date shall contain a notation
incorporating the Rights Agreement by reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earlier of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities) has become the beneficial owner of 20%
or more of the outstanding Common Shares (such person is a "20% Stockholder" and
the date of such public announcement is the "20% Ownership Date") (or, if the
tenth business day after such announcement occurs before the Record Date, the
close of business on the Record Date), or (b) the tenth business day following
the date of the commencement of, or the announcement of an intention to make, a
tender offer or exchange offer by any Person (other than the Company or certain
related entities), if upon the consummation thereof such person would be the
owner of at least 30% of the Common Shares.
Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase Preferred Shares, Common Shares or
other securities as described in Section 4 below.
3. EXPIRATION OF RIGHTS
The Rights shall expire on December 21, 1998, unless earlier redeemed.
4. EXERCISE OF RIGHTS
Rights may be exercised, at the option of the holders, pursuant to
paragraphs (a), (b) or (c) below. No Right may be exercised more than once or
pursuant to more than one of such paragraphs. From and after the first event of
the type described in paragraphs (b) or (c) below, each Right that is
beneficially owned by a 20% Stockholder or that was attached to a Common Share
that is subject to an option beneficially owned by a 20% Stockholder shall be
void.
2
<PAGE>
(a) RIGHT TO PURCHASE PREFERRED SHARES. Unless the Rights have
previously expired or been redeemed, from and after the Close of business on the
Distribution Date, each Right (other than a Right that has become void) shall be
exercisable to purchase one one-hundredth of a share of Series A Junior
Participating Cumulative Preferred Stock, par value $1.00 per share, of the
Company (the "Preferred Shares"), at an exercise price of $235.00 (the "Exercise
Price"). Prior to the Distribution Date, the Company may substitute for all or
any portion of the Preferred Shares that would otherwise be issuable upon
exercise of the Rights, cash, assets or other securities having the same
aggregate value as such Preferred Shares. The Preferred Shares are
nonredeemable and may not be issued except upon exercise of Rights. The holder
of a Preferred Share is entitled to receive when, as and if declared, the
greater of (a) cash and non-cash dividends in an amount equal to 100 times the
dividends declared on each Common Share or (b) a preferential annual dividend of
$1.00 per Preferred Share ($.01 per one one-hundredth of a Preferred Share). In
the event of liquidation, the holders of Preferred Shares shall be entitled to
receive a liquidation payment in an amount equal to the greater of (x) $1.00 per
Preferred Share ($.01 per one one-hundredth of a Preferred Share), plus all
accrued and unpaid dividends and distributions on the Preferred Shares, or
(y) an amount equal to 100 times the aggregate amount to be distributed per
Common Share. Each Preferred Share has one vote, voting together with the
Common Shares. In the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, the holder of a Preferred Share shall be
entitled to receive 100 times the amount received per Common Share. The rights
of the Preferred Shares as to dividends, voting and liquidation preferences are
protected by anti-dilution provisions.
(b) RIGHT TO PURCHASE COMMON SHARES OF THE COMPANY. Unless the
Rights have previously expired or been redeemed, from and after the close of
business on the tenth business day following the 20% Ownership Date (or, if the
tenth business day after the 20% Ownership Date occurs before the Record Date,
the close of business on the Record Date), each Right (other than a Right that
has become void) shall be exercisable to purchase one Common Share at 10% of the
then current market value of the Common Shares. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities or any combination of the foregoing having the same aggregate value
as such Common Shares.
3
<PAGE>
(c) RIGHT TO PURCHASE COMMON STOCK OF A SUCCESSOR CORPORATION.
Unless the Rights have previously expired or been redeemed, if, on or after the
20% Ownership Date, (a) the Company is acquired in a merger or other business
combination in which the Company is not the surviving corporation or in which
the outstanding Common Shares are changed into or exchanged for stock or assets
of another person or (b) 50% or more of the Company's consolidated assets or
earning power are sold (other than in transactions in the ordinary course of
business), then each Right (other than a Right that has become void) shall
thereafter be exercisable to purchase, at the Exercise Price (initially
$235.00), shares of common stock of the surviving corporation or purchaser,
respectively, with an aggregate market value equal to two times the Exercise
Price. If the surviving corporation or purchaser does not have sufficient
common stock available or is not publicly held, then each Right can be put to
the surviving corporation or purchaser for a cash payment equal to the Exercise
Price.
5. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution.
6. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon exercise of a Right
(other than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share and that may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
shall be made based on the market price of such securities.
7. REDEMPTION
At any time prior to the close of business on the earliest of (i) the
tenth business day after the date of the first event of the type described in
Section 4(b) above, (ii) the date of the first event of the type described in
Section 4(c) above or (iii) the Rights' date of expiration given in Section 3
above, the Board of Directors may direct the Company to redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
and the Company shall so redeem the Rights. Thereafter, the right to exercise
Rights shall terminate and the only right of the holders of Rights shall be to
receive the Redemption Price.
4
<PAGE>
8. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, shall have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
9. AMENDMENT OF RIGHTS AGREEMENT
At any time prior to the close of business on the earliest of (i) the
tenth business day after the date of the first event of the type described in
Section 4(b) above, (ii) the date of the first event of the type described in
Section 4(c) above or (iii) the Rights' date of expiration given in Section 3
above, the Board of Directors may, without the approval of any holders of
Rights, direct the Company and the Rights Agent to amend the Rights Agreement in
any manner, whether or not such amendment is adverse to the holders of Rights.
At any time thereafter the first event of the type described in Section 4(b) or
(c) above, the Board of Directors may, without the approval of any holders of
Rights, direct the Company and the Rights Agent to amend the Rights Agreement in
any manner so long as such amendment does not materially and adversely affect
the interests of the holders of Rights.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: January 25, 1989 COMPUTER SCIENCES CORPORATION
Registrant
/s/ Albert Gluckson
-------------------------------
Albert Gluckson
Vice President and
Secretary
5
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 95-2043126
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2100 EAST GRAND AVENUE
EL SEGUNDO, CALIFORNIA 90245
(Address of principal executive offices) (zip code)
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
------------------- -------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On December 6, 1993, the Board of Directors of Computer Sciences
Corporation, a Nevada corporation (the "Company"), authorized and approved an
amendment to the Rights Agreement dated as of December 21, 1988 by and between
the Company and American Transtech, as Rights Agent, for the purpose of
correcting Section 11(p) thereof, which provides for antidilution adjustments in
the event of a stock split or a stock dividend. The amendment will be effected
pursuant to an Amendment to Rights Agreement dated as of December 6, 1993 to be
entered into by and between the Company and Mellon Bank, N.A., as successor
Rights Agent.
ITEM 2. EXHIBITS
Attached hereto as an exhibit and incorporated herein by reference is
a form of Amendment to Rights Agreement dated as of December 6, 1993 by and
between the Company and Mellon Bank, N.A., as Rights Agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed by on its behalf by the undersigned, thereto duly authorized.
COMPUTER SCIENCES CORPORATION
Dated: December 9, 1993 By /s/ Hayward D. Fisk
-----------------------------------
Hayward D. Fisk
Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. numbered page*
- ----------- ---------------
4.1 Form of Amendment to Rights Agreement dated as of
December 6, 1993 by and between the Company and
Mellon Bank, N.A., as Rights Agent.
_________________________
* This information appears only in the manually signed copy of this
Registration Statement filed with the Securities and Exchange Commission.
<PAGE>
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement ("Amendment") is made and entered
into as of the 6th day of December, 1993 by and between Computer Sciences
Corporation, a Nevada corporation (the "Company"), and Mellon Bank, N.A. for
purpose of amending certain provisions of the Rights Agreement dated as of
December 21, 1988 by and between the Corporation and American Transtech, as
Rights Agent (the "Rights Agreement").
WHEREAS, pursuant to Section 21 of the Rights Agreement, Mellon Bank,
N.A. was designated as successor Rights Agent under the Rights Agreement
effective March 31, 1992 (the "Rights Agent"); and
WHEREAS, pursuant to resolutions duly adopted on December 6, 1993, the
Board of Directors of the Company (A) has approved this Amendment and has
directed the officers of the Company to execute and deliver it to the Rights
Agent, and (B) has directed the Rights Agent to execute this Amendment and
deliver it to the Company;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual agreement set forth herein, and for the benefit of the holders of Rights
(as such term is defined in the Rights Agreement), the parties hereto hereby
agree to amend Section 11(p) of the Rights Agreement to read in its entirety as
follows:
"Anything in this Agreement to the contrary notwithstanding,
in the event that the Company shall at any time after the
Rights Dividend Declaration Date and prior to the
Distribution Date (i) declare a dividend on the outstanding
shares of Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding shares of Common Stock or
(iii) combine the outstanding shares of Common Stock into a
smaller number of shares, the Purchase Price per Right
immediately following such event shall be equal to the
product of the Purchase Price per Right immediately prior to
such event multiplied by a fraction, the numerator of which
shall be the total number of Rights outstanding immediately
prior to such event and the denominator of which shall be
the total number of Rights outstanding immediately following
such event."
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested as of the day and year first above written, and
intend that it be effective as of the close of business on the preceding day.
Attest: COMPUTER SCIENCES CORPORATION
By By
---------------------- ---------------------------
Name: Name:
Title: Title:
Attest: MELLON BANK, N.A.
By By
---------------------- ---------------------------
Name: Name:
Title: Title:
2
