As filed with the Securities and Exchange Commission on December 6, 1999
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)
Nichols Research Corporation 1989 Incentive Stock Option Plan
Nichols Research Corporation 1991 Stock Option Plan
Nichols Research Corporation 1997 Stock Option Plan
Incentive Stock Option Plan of 1988 of Welkin Associates, Ltd.
(Full Title of the Plan)
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 Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered(1) Per Share(1) Price(1) Fee
- ------------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00(2) 606,170 $65.4375 $39,666,249 $10,472
</TABLE>
=============================================================================
(1) Upon its acquisition of Nichols Research Corporation ("Nichols") on
November 16, 1999, the Registrant assumed all then-outstanding stock
options previously granted by Nichols and its wholly owned subsidiary,
and Welkin Associates, Ltd. 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 November 29, 1999.
(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 April 2, 1999;
(2) the Quarterly Report of the Registrant on Form 10-Q for the
fiscal quarter ended July 2, 1999;
(3) the Quarterly Report of the Registrant on Form 10-Q for the
fiscal quarter ended October 1, 1999;
(4) the description of the Common Stock contained in the
Registration Statement of the Registrant on Form 10, as
amended; and
(5) 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.
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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 78.7502 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,
except an action by or in the right of the corporation, 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, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner in which he 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 reasonable cause to believe his conduct
was unlawful. Section 78.7502 further 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 or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of another
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 against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably incurred by
him in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation. In the case of any
action by or in the right of the corporation, no indemnification may be made
for any claim, issue or matter as to which such person shall have been
adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation, or for amounts paid in
settlement 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 determines that in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper. Section 78.7502 further provides that to the
extent a director, officer, employee or agent 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 shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him 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 a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The indemnification of directors and officers shall be against all loss,
liability and expenses actually and reasonably
3
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incurred by or on behalf of a director or officer in connection with such
action, suit or proceeding, including any appeals; 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, except
with respect to 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, 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 or 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, except in respect of any deductible amount or any excess beyond the
amount of payment under such insurance, (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
his or her 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 of such determination,
that it is more likely than not it will ultimately be determined that the
director or officer is not entitled to indemnification under his or her
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
4
<PAGE>
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)
4.2 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, amended and restated effective
May 4, 1998 (incorporated by reference to Exhibit 3.5 to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended April 3, 1998)
4.5 Rights Agreement dated as of February 18, 1998
(incorporated by reference to the Registrant's Registration
Statement on Form 8-A filed on February 25, 1998)
5.1 Opinion of Hayward D. Fisk, Esq.
23.1 Consent of Deloitte & Touche LLP
23.3 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;
5
<PAGE>
(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 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
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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-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 6th day of December, 1999.
COMPUTER SCIENCES CORPORATION
By /s/ Van B. Honeycutt
--------------------------
Van B. Honeycutt
Chairman, 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.
Signature Title Date
--------- ----- ----
/s/ Van B. Honeycutt Chairman, President, Chief December 6, 1999
- ------------------------ Executive Officer and Director
Van B. Honeycutt (Principal Executive Officer)
/s/ Leon J. Level Vice President, Chief Financial December 6, 1999
- ------------------------ Officer and Director
Leon J. Level (Principal Financial Officer)
7
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/s/ Scott M. Delanty Vice President and Controller December 6, 1999
- ------------------------ (Principal Accounting Officer)
Scott M. Delanty
/s/ Irving W. Bailey, II Director December 6, 1999
- ------------------------
Irving W. Bailey, II
/s/ Stephen L. Baum Director December 6, 1999
- ------------------------
Stephen L. Baum
/s/ William R. Hoover Director December 6, 1999
- ------------------------
William R. Hoover
/s/ Thomas A. McDonnell Director December 6, 1999
- ------------------------
Thomas A. McDonnell
/s/ F. Warren McFarlan Director December 6, 1999
- ------------------------
F. Warren McFarlan
/s/ James R. Mellor Director December 6, 1999
- ------------------------
James R. Mellor
/s/ William P. Rutledge Director December 6, 1999
- ------------------------
William P. Rutledge
8
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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, amended and restated effective
May 4, 1998 (incorporated by reference to Exhibit 3.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended April 3, 1998)
4.5 Rights Agreement dated as of February 18, 1998 (incorporated
by reference to the Registrant's Registration Statement on
Form 8-A filed on February 25, 1998)
5.1 Opinion of Hayward D. Fisk, Esq.
23.1 Consent of Deloitte & Touche LLP
23.3 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
EXHIBIT 5.1
December 6, 1999
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 606,170 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 Nichols Research
Corporation ("Nichols"), which options (the "Nichols Options") were assumed
by the Company in connection with the merger of Nevada Acquisition
Corporation, a subsidiary of the Company ("Sub"), with and into Nichols,
which merger (the "Merger") was consummated on November 16, 1999.
As such counsel, I have examined the Registration Statement and the exhibits
thereto, the Agreement and Plan of Merger dated as of September 19, 1999 by
and among the Company, Sub and Nichols relating to the Merger, the
Registration Statement on Form S-4 (Registration No. 333-88823) 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
<PAGE>
Securities and Exchange Commission
December 6, 1999
Page 2
representatives of the Company, as I have deemed necessary for the purpose 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 Nichols 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,
/s/ Hayward D. Fisk
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 of our report dated May 26,
1999, appearing in the Annual Report on Form 10-K of Computer Sciences
Corporation for the fiscal year ended April 2, 1999.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
December 6, 1999
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