As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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)
The Continuum Company, Inc.:
---------------------------
1983 Incentive Stock Option Plan
1992 Stock Option Plan
1994 Incentive Stock Plan
1994 Directors Stock Option Plan
1995 Directors' Stock Option Plan
Non-Statutory Stock Option Agreement with W. Michael Long
Non-Statutory Stock Option Agreement with E. Lee Walker
Non-Statutory Stock Option Agreement with Paul Zoukis
Non-Statutory Stock Option Agreement with James J. Dellamore
Non-Statutory Stock Option Agreement with Michael H. Anderson
Non-Statutory Stock Option Agreement with Jean-Charles Miginiac
Non-Statutory Stock Option Agreement with Jean-Louis Rossignol
Non-Statutory Stock Option Agreement with Jean-Michel Renck
Non-Statutory Stock Option Agreement with Kevan Howley
Hogan Systems, Inc.:
-------------------
1982 Incentive Stock Option Plan
1984 Incentive Stock Option Plan
1985 Incentive Stock Option Plan
1982 Nonstatutory Stock Option Plan
1984 Nonstatutory Stock Option Plan
1985 Nonstatutory Stock Option Plan
(Full Title of the Plans)
HAYWARD D. FISK, ESQ.
Vice President, General Counsel and Secretary
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
(Name and Address of Agent For Service)
(310) 615-0311
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered (1) Per Share (1) Price (1) Fee
- ---------- -------------- -------------- --------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 (2) 2,511,327 $66.06 $165,898,261.62 $57,206.30
</TABLE>
(1) Upon its acquisition of The Continuum Company, Inc. ("Continuum") on
August 1, 1996, the Registrant assumed all then-outstanding stock options
previously granted to directors and employees of Continuum or its wholly
owned subsidiary, Hogan Systems, Inc. The registration fee was
calculated pursuant to Rule 457(h) under the Securities Act of 1933, and
is based upon the average of the high and low prices of the Common Stock
on the New York Stock Exchange on July 26, 1996.
(2) Including the associated preferred stock purchase rights.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to the Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this
Registration Statement by reference:
(1) the Annual Report of the Registrant on Form 10-K for the fiscal year
ended March 29,1996, as amended by Amendment No. 1 on Form 10-K/A filed on
June 26, 1996;
(2) the Current Report of the Registrant on Form 8-K dated May 2, 1996;
(3) the description of the Common Stock contained in the Registration
Statement of the Registrant on Form 10, as amended; and
(4) the description of the rights to purchase preferred stock contained in
the Registration Statement of the Registrant on Form 8-A, as amended.
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a) or (c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated in this Registration Statement by reference and to be part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
2
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock offered
pursuant to the Prospectus will be passed upon for the Registrant by Hayward
D. Fisk, Vice President, General Counsel and Secretary of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada General Corporation Law provides that a
corporation may 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 or she is 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, partnership,
joint venture, trust or other enterprise. A corporation may indemnify any
such person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person identified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interest of the corporation and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful. In the
case of an action by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the court in which such action or suit was brought or another
court of competent jurisdiction shall determine that in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity therefor. 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 or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
The Registrant's Restated Articles of Incorporation, as amended (the
"Charter"), provide that the Registrant shall, to the fullest extent permitted
by applicable law, indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding of the type described
above by reason of the fact that he or she is or was or has agreed to become a
director or officer of the Registrant, or is serving at the request of the
Registrant as director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, provided that with
respect to any action, suit or proceeding initiated by a director or officer,
the Registrant shall indemnify such director or officer only if the action,
suit or proceeding was authorized by the Registrant's Board of Directors or is
a suit for enforcement of rights to indemnification or advancement of expenses
in accordance with the procedure therefor prescribed in the Charter.
The Charter also provides that the expenses of directors and officers
incurred as a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, shall be
paid by the Registrant as they are incurred and in advance of the final
disposition of the action, suit or proceeding, provided that if applicable law
so requires, the advance payment of expenses shall be made only upon receipt
by the Registrant of an undertaking by or on behalf of the director or officer
to repay all amounts so advanced in the event it is ultimately determined by a
final decision,
3
<PAGE>
order or decree of a court of competent jurisdiction that the director or
officer is not entitled to be indemnified for such expenses under the Charter.
The Registrant has entered into Indemnification Agreements with each of
its directors and officers pursuant to which it has indemnified them against
expenses incurred in connection with any claims made against them as a result
of any act, omission, neglect or breach of duty committed or suffered while
acting as a director or officer of the Registrant, or while serving at the
request of the Registrant as a director of officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
These Indemnification Agreements do not obligate the Registrant to make any
payment in connection with a claim against a director or officer to the extent
that: (a) payment is made under an insurance policy, (b) the director or
officer is otherwise indemnified, (c) the claim is based upon the director or
officer gaining any improper personal profit or advantage to which he or she
is not legally entitled, (d) the claim is for an accounting of profits made
from the purchase or sale by the director or officer of securities of the
Registrant within the meaning of Section 16(b) of the Securities Exchange Act
of 1934 or (e) the claim is brought about or contributed to by the dishonesty
of the director or officer, but only if a judgment or other final adjudication
adverse to the director or officer establishes that he or she committed acts
of active and deliberate dishonesty, with actual dishonest purpose and intent,
which acts were material to the cause of action so adjudicated. The
Indemnification Agreements provide that the costs and expenses incurred by
directors and officers in defending or investigating any action, suit,
proceeding or investigation will be paid by the Registrant in advance of the
final disposition of the matter upon receipt of a written undertaking by or on
behalf of the director or officer to repay any such amounts if it is
ultimately determined that he or she is not entitled to indemnification under
the Indemnification Agreement. No such advance will be made by the
Registrant, however, if, within 60 days of a request for such an advance, a
determination is reasonably made by the Board of Directors or independent
legal counsel, based upon the facts known at the time, that it is more likely
than not it will ultimately be determined that the director or officer is not
entitled to indemnification under the Indemnification Agreement.
The Registrant currently maintains an insurance policy which, within the
limits and subject to the terms and conditions thereof, covers certain
expenses and liabilities that may be incurred by directors and officers in
connection with or as a consequence of certain actions, suits or proceedings
that may be brought against them as a result of an act or omission committed
or suffered while acting as a director or officer of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Registrant filed with the
Nevada Secretary of State on November 21, 1988 (incorporated by reference to
Exhibit III(i) to the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1989)
4
<PAGE>
4.2 Amendment to Restated Articles of Incorporation of the Registrant
filed with the Nevada Secretary of State on August 11, 1992 (incorporated by
reference to Appendix B to the Registrant's Proxy Statement for the Annual
Meeting of Stockholders held on August 10, 1992)
4.3 Amendment to Restated Articles of Incorporation of the Registrant
filed with the Nevada Secretary of State on July 31, 1996 (incorporated by
reference to Appendix D to the Registrant's Proxy Statement for the Annual
Meeting of Stockholders held on July 31, 1996)
4.4 Bylaws of the Registrant, effective January 31, 1993 (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995)
4.5 Amended and Restated Rights Agreement dated as of August 1, 1996 by
and between the Registrant and ChaseMellon Shareholder Services, L.L.C.
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated August 1, 1996)
5.1 Opinion of Hayward D. Fisk, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Hayward D. Fisk, Esq. (included in Exhibit 5.1)
24 Power of Attorney (included on pages 7 and 8 of this Registration
Statement)
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 prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the
5
<PAGE>
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's 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 Act 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 whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
6
<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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of El Segundo, State of California, on
this 31st day of July, 1996.
COMPUTER SCIENCES CORPORATION
By /s/ Van B. Honeycutt
__________________________
Van B. Honeycutt
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Van B.
Honeycutt, Leon J. Level and Hayward D. Fisk, and each of them, as such
person's true and lawful attorney-in-fact and agent with full power of
substitution for such person and in such person's name, place and stead, in
any and all capacities, to sign and to file with the Securities and Exchange
Commission, any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Van B. Honeycutt President, Chief Executive July 31, 1996
- ----------------------- Officer and Director
Van B. Honeycutt (Principal Executive Officer)
/s/ Leon J. Level Vice President, Chief Financial July 31, 1996
- ------------------------ Officer and Director
Leon J. Level (Principal Financial Officer)
/s/ Denis M. Crane Vice President and Controller July 31, 1996
- ------------------------ (Principal Accounting Officer)
Denis M. Crane
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ William R. Hoover Chairman of the Board July 31, 1996
- ------------------------
William R. Hoover
/s/ Howard P. Allen Director July 31, 1996
- ------------------------
Howard P. Allen
/s/ Irving W. Bailey, II Director July 31, 1996
- ------------------------
Irving W. Bailey, II
/s/ Richard C. Lawton Director July 31, 1996
- ------------------------
Richard C. Lawton
/s/ F. Warren McFarlan Director July 31, 1996
- ------------------------
F. Warren McFarlan
/s/ James R. Mellor Director July 31, 1996
- ------------------------
James R. Mellor
/s/ Alvin E. Nashman Director July 31, 1996
- ------------------------
Alvin E. Nashman
</TABLE>
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of the Registrant filed
with the Nevada Secretary of State on November 21, 1988
(incorporated by reference to Exhibit III(i) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1989)
4.2 Amendment to Restated Articles of Incorporation of the
Registrant filed with the Nevada Secretary of State on August
11, 1992 (incorporated by reference to Appendix B to the
Registrant's Proxy Statement for the Annual Meeting of
Stockholders held on August 10, 1992)
4.3 Amendment to Restated Articles of Incorporation of the
Registrant filed with the Nevada Secretary of State on July
31, 1996 (incorporated by reference to Appendix D to the
Registrant's Proxy Statement for the Annual Meeting of
Stockholders held on July 31, 1996)
4.4 Bylaws of the Registrant, effective January 31, 1993
(incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1995)
4.5 Amended and Restated Rights Agreement dated as of August 1,
1996 by and between the Registrant and ChaseMellon Shareholder
Services, L.L.C. (incorporated by reference to Exhibit 4.1 to
the Registrant's Current Report on Form 8-K dated August 1,
1996)
5.1 Opinion of Hayward D. Fisk, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Hayward D. Fisk, Esq. (included in Exhibit 5.1)
24 Power of Attorney (included on pages 7 and 8 of this
Registration Statement)
9
<PAGE>
Exhibit 5.1
-----------
August 1, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I am an attorney-at-law, duly licensed to practice law before the United
States Supreme Court, several lower federal courts and in the States of
Kansas, Pennsylvania and the District of Columbia, and I am Vice President,
General Counsel and Secretary of Computer Sciences Corporation (the
"Company"). I have acted as legal counsel to the Company in connection with
the preparation and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
covering 2,511,327 shares of the common stock, par value $1.00 per share,
together with the associated preferred stock purchase rights, of the Company
(collectively, the "Common Stock") issuable upon exercise of outstanding
options to purchase shares of the common stock of The Continuum Company, Inc.
("Continuum"), which options (the "Continuum Options") were assumed by the
Company in connection with the merger of Continental Acquisition, Inc., a
subsidiary of the Company ("Sub"), with and into Continuum, which merger (the
"Merger") was consummated on the date hereof.
As such counsel, I have examined the Registration Statement and the exhibits
thereto, the Agreement and Plan of Merger dated as of April 28, 1996 by and
among the Company, Sub and Continuum relating to the Merger, the Registration
Statement on Form S-4 (Registration No. 333-05649) covering the shares of
Common Stock issuable in connection with the Merger and the prospectus
included therein (the "Prospectus"), the Company's Restated Articles of
Incorporation and Bylaws, and the minute books containing the minutes of
meetings of the Board of Directors of the Company, and such other documents,
and have obtained such certificates and assurances from public officials and
from officers and representatives of the Company, as I have deemed necessary
for the purpose
<PAGE>
of rendering this opinion. I have assumed the genuineness of all signatures
on, and the authenticity of, all documents and instruments submitted to me as
originals, and the conformity to original documents of all documents submitted
to me as certified or photostatic copies, and the authenticity of all such
copies of documents.
Based upon the foregoing and in reliance thereon, I am of the opinion that the
shares of Common Stock, other than treasury stock, to be issued by the Company
pursuant to the Continuum Options will, when sold and paid for in accordance
with the terms thereof and as described in the Prospectus, be validly issued,
fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Sincerely,
Hayward D. Fisk
<PAGE>
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Computer Sciences Corporation on Form S-8 relating to the shares of its common
stock issuable upon exercise of the options to purchase shares of common stock
of The Continuum Company, Inc. that were assumed by Computer Sciences
Corporation in connection with the merger of its subsidiary, Continental
Acquisition, Inc., with and into The Continuum Company, Inc., of our report
dated May 24, 1996, appearing in the Annual Report on Form 10-K, as amended,
of Computer Sciences Corporation for the year ended March 29, 1996.
DELOITTE & TOUCHE LLP
Los Angeles, California
August 1, 1996
</TABLE>
