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As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 95-2043126
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2100 East Grand Avenue
El Segundo, California 90245
(310) 615-0311
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
HAYWARD D. FISK, ESQ.
Vice President, General Counsel and Secretary
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
(310) 615-0311
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________________
With copies to:
RONALD S. BEARD, ESQ.
BRIAN D. KILB, ESQ.
Gibson, Dunn & Crutcher LLP
333 S. Grand Avenue
Los Angeles, CA 90071-3197
(213) 229-7000
________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
________________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
(The facing page is continued on the following page)
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
================================================================================
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered(1) per unit(1) offering price(1) registration fee
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (2), (3) (2) (2) see below
---------------------------------------------------------------------------------------------------------------------------------
Preferred Stock (2), (4) (2) (2) see below
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Common Stock (2), (5) (2) (2) see below
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Total $1,000,000,000 (2) (2) $1,000,000,000 (2) $264,000
=================================================================================================================================
</TABLE>
(1) Exclusive of accrued interest and dividends, if any. Estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o).
(2) In no event will the aggregate maximum offering price of all securities
issued, from time to time, pursuant to this Registration Statement exceed
$1,000,000,000. The proposed maximum offering price per unit will be
determined from time to time by the Registrant in connection with the
issuance by the Registrant of the securities registered hereunder. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(3) Subject to footnote (2), there is being registered hereunder an
indeterminate principal amount of debt securities as may be sold, from time
to time, for the account of the Registrant. If any debt securities are
being issued at an original issue discount, then the offering price may be
in such greater principal amount as shall result in the aggregate initial
offering price not to exceed $1,000,000,000, less the dollar amount of any
securities previously issued hereunder.
(4) Subject to footnote (2), there is being registered hereunder an
indeterminate number of shares of the Registrant's preferred stock as may be
sold, from time to time, for the account the Registrant. There is also
being registered hereunder a presently indeterminate number of additional
shares of preferred stock as may be issued on conversion of the debt
securities, if and to the extent debt securities issued hereunder are
convertible into preferred stock.
(5) Subject to footnote (2), there is being registered hereunder an
indeterminate number of shares of the Registrant's common stock as may be
sold from time to time by the Registrant, including shares of other classes
or series of the Registrant's stock that may be issued upon reclassification
of unissued, authorized stock of the Registrant. There is also being
registered hereunder an indeterminate number of shares of the Registrant's
common stock, including shares of other classes or series of the
Registrant's stock that may be issued upon reclassification of unissued,
authorized stock of the Registrant, as shall be issuable upon conversion of
the preferred stock or debt securities registered hereby, if and to the
extent convertible into common stock. Each share of the Registrant's common
stock includes a right to purchase one four-thousandth of a share of the
Company's Series A Junior Participating Preferred Stock pursuant to the
Rights Agreement between the Registrant and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, as amended.
_________________________
<PAGE>
Subject to Completion
Preliminary Prospectus dated December 22, 2000
PROSPECTUS
----------
$1,000,000,000
[logo]
Computer Sciences Corporation
Debt Securities
Preferred Stock
Common Stock
________________
This prospectus is a part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any combination of debt
securities, preferred stock and common stock described in this prospectus in one
or more offerings. This prospectus provides a general description of the
securities we may offer. Each time we sell securities we will provide specific
terms of the securities offered in a supplement to this prospectus. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest in any securities. This prospectus may
not be used to consummate a sale of securities unless accompanied by the
applicable prospectus supplement.
The aggregate initial offering price of all securities sold under this
prospectus will not exceed $1,000,000,000.
Our common stock is listed on the New York Stock Exchange under the symbol
"CSC."
________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
________________
The date of this prospectus is ,
<PAGE>
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized. This prospectus does not constitute
an offer to sell or the solicitation of an offer to buy any securities other
than the securities described in this prospectus or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which
such offer or solicitation is unlawful. Neither the delivery of this
prospectus, nor any sale made hereunder, shall, under any circumstances, create
any implication that there has been no change in our affairs since the date
hereof or that the information contained or incorporated by reference herein is
correct as of any time subsequent to the date of such information.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION........................................................................... 3
FORWARD-LOOKING STATEMENTS.................................................................................... 3
THE SECURITIES WE MAY OFFER................................................................................... 4
THE COMPANY................................................................................................... 5
USE OF PROCEEDS............................................................................................... 6
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS..................................................................................................... 6
DESCRIPTION OF DEBT SECURITIES................................................................................ 7
DESCRIPTION OF THE CAPITAL STOCK.............................................................................. 15
PLAN OF DISTRIBUTION.......................................................................................... 18
LEGAL MATTERS................................................................................................. 19
EXPERTS....................................................................................................... 19
</TABLE>
Within this prospectus, we sometimes refer to years without specifying a
month or day. In all such cases, unless we specifically refer to a calendar
year, the reference is to our fiscal year ended on the Friday closest to March
31 of such year. Whenever we refer to the "Company" or to "us," or use the
terms "we" or "our" in this prospectus, we are referring to Computer Sciences
Corporation and its subsidiaries. However, for purposes of the sections entitled
"Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends", "Description of Debt Securities" and
"Description of the Capital Stock," whenever we refer to the "Company" or to
"us," or use the terms "we" or "our," we are referring only to Computer Sciences
Corporation. Whenever we refer to the "securities" in this prospectus, we are
referring to the debt securities, common stock and preferred stock described in
this prospectus.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-732-0330 for further information on the public reference rooms. You
may also obtain copies of these materials from the public reference section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Our SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov. You may read and copy reports and other information we file
at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005. Information about our company is also available to the public
from our website at http://www.csc.com.
We have filed a registration statement on Form S-3 with the SEC under the
Securities Act of 1933, as amended. This prospectus does not contain all of the
information set forth in the registration statement. You should read the
registration statement for further information about us and the securities. You
may inspect the registration statement and its exhibits without charge at the
office of the SEC at 450 Fifth Street, N.W., in Washington, D.C. 20549, and you
may obtain copies from the SEC at prescribed rates.
The SEC allows us to "incorporate by reference" the information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, except for any information that is
superseded by information that is included directly in this prospectus. The
information filed by us with the SEC in the future will update and supersede
this information. We incorporate by reference the documents listed below and
any future filings made by us with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until we sell all the
securities:
1. Our Amended Annual Report on Form 10-K for the fiscal year ended March
31, 2000;
2. Our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2000
and September 29, 2000; and
3. Our Current Report on Form 8-K dated June 20, 2000.
You may request a copy of these filings, at no cost, by writing or calling
us at the following address or telephone number:
Investor Relations
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
(310) 615-0311
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference statements that do
not directly or exclusively relate to historical facts. Such statements are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. You can typically identify forward-looking
statements by the use of forward-looking words, such as "may," "will," "could,"
3
<PAGE>
"project," "believe," "anticipate," "expect," "estimate," "continue,"
"potential," "plan," "forecasts," and the like. These statements represent our
intentions, plans, expectations and beliefs and are subject to risks,
uncertainties and other factors. Many of these factors are outside our control
and could cause actual results to differ materially from such forward-looking
statements. These factors include, among others:
. competitive pressures
. our ability to consummate strategic acquisitions and alliances
. our ability to attract and retain key personnel
. changes in the demand for information technology outsourcing and
business process outsourcing
. changes in U.S. federal government spending levels for information
technology services
. our ability to continue to develop and expand our service offerings to
address emerging business demands and technological trends
. changes in the financial condition of our commercial customers
. the future profitability of our customer contracts
. general economic conditions and fluctuations in currency exchange rates
in countries in which we do business
. other risks discussed in this prospectus, the applicable prospectus
supplement and our filings with the SEC
THE SECURITIES WE MAY OFFER
This prospectus is part of a registration statement we filed with the SEC
pursuant to a "shelf" registration process. Under this shelf registration
process, we may sell any combination of the securities described in this
prospectus up to a total dollar amount of $1,000,000,000. We may sell these
securities either separately or in combination with other securities as units.
The types of securities that we may offer and sell by this prospectus are:
. debt securities, which we may issue in one or more series and which may
be unsubordinated or subordinated in ranking;
. preferred stock, which we may issue in one or more series; and
. common stock.
We may issue debt securities convertible into shares of our common stock or
our other securities. We also may issue preferred stock convertible into shares
of our common stock or another series of preferred stock.
This prospectus provides a general description of the securities we may
offer. Each time we sell securities, we will describe in a prospectus
supplement, which we will deliver with this prospectus, the terms of the
particular securities offered. In each prospectus supplement we will include
the following information:
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. the type and amount of securities which we propose to sell;
. the initial public offering price of the securities;
. the names of the underwriters or agents, if any, through or to which we
will sell the securities;
. any compensation of those underwriters or agents;
. information about any securities exchanges or automated quotation
systems on which the securities will be listed or traded;
. any material United States federal income tax considerations applicable
to the securities; and
. any other material information about the offering and sale of the
securities.
THE COMPANY
We are one of the world leaders in the information technology ("IT")
services industry. For forty-one years, we have helped our clients use IT more
efficiently, thus improving their operations and profitability. We do not have
exclusive agreements with hardware or software providers, and we believe that
our "vendor neutrality" enables us to better identify and manage solutions
specifically tailored to each client's needs.
We offer a broad array of professional services to clients in the global
commercial and government markets, specializing in the application of advanced
and complex IT to achieve our customers' strategic objectives. Our services
include:
. Outsourcing--Operating all or a portion of a client's technology
infrastructure, including systems analysis, applications development,
network operations, desktop computing and data center management, or
managing a client's non-core business functions, such as claims
processing, credit checking, or customer call centers.
. Systems Integration--Designing, developing, implementing and integrating
complete information systems.
. IT and Management Consulting--Advising clients on the acquisition and
strategic use of IT, and on business strategy, operations, change
management and business process reengineering.
. End-to-End E-Business Solutions--Providing solutions that adjust to the
needs of large commercial and government clients and new e-commerce
entrants.
We provide services primarily in global commercial industries and to the
U.S. Federal Government.
We provide services to global commercial clients in a number of industries,
including the following:
. aerospace
. automotive
. chemical and energy
5
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. consumer goods
. financial services
. healthcare
. manufacturing
. media
. public sector
. retail and distribution
. telecommunications
. traffic and transportation
. travel and hospitality
. utilities
We are incorporated under the laws of Nevada. Our principal executive
offices are located at 2100 East Grand Avenue, El Segundo, California 90245, and
our telephone number is (310) 615-0311.
USE OF PROCEEDS
We intend to use the net proceeds we receive from the sale of the
securities offered by this prospectus for general corporate purposes, the
repayment of existing indebtedness, or for any other purposes that may be
described in an accompanying prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preferred stock dividends for each of our last five
fiscal years appears below. We computed the ratio of earnings to fixed charges
by dividing the sum of fixed charges and income before taxes by fixed charges.
We calculated the ratio of earnings to combined fixed charges and preferred
stock dividends as described above except that fixed charges were combined with
preferred stock dividends for the periods indicated. The ratios of earnings to
fixed charges and earnings to fixed charges and preferred stock dividends are
identical for the periods indicated because we have had no outstanding preferred
stock during such periods. Fixed charges consist of interest expense and the
estimated interest component of rent expense.
<TABLE>
<CAPTION>
Fiscal Years Ended
---------------------------------------------------------------------------
March 31, April 2, April 3, March 28, March 29,
2000 1999 1998 1997 1996
------------ ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges......... 6.01x 5.72x 2.98x 4.23x 3.37x
Ratio of earnings to combined fixed charges
and preferred stock dividends............. 6.01x 5.72x 2.98x 4.23x 3.37x
</TABLE>
6
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The debt securities will be our direct unsecured general obligations. The
debt securities will be either unsubordinated debt securities or subordinated
debt securities. Unsubordinated debt securities will be issued under one or
more "Senior Indentures" and subordinated debt securities will be issued under
one or more "Subordinated Indentures", in each case between us and a trustee
chosen by us that is qualified to act as such under the Trust Indenture Act, of
1939, as amended. Together the Senior Indentures and the Subordinated
Indentures are called "Indentures". References in the prospectus to an
"Indenture" are references to the applicable indenture under which a particular
series of debt securities is issued. The Indentures may be amended or
supplemented from time to time and are governed by the Trust Indenture Act.
We have summarized material provisions of the Indentures below. The summary
is not complete. We are filing the forms of the Indentures as exhibits to the
registration statement of which this prospectus is a part, and you may inspect
them as described under the heading "Where You Can Find More Information" at
page 3. In the summary below, we have included references to section numbers of
the applicable Indentures so that you can easily locate these provisions. We
will describe the particular terms of each series of debt securities in the
prospectus supplement or prospectus supplements relating to such series.
Terms of the Debt Securities
The debt securities will be our direct unsecured obligations. The
unsubordinated debt securities will rank equally with all of our other unsecured
unsubordinated debt. The subordinated debt securities will have a junior
position to all of our unsubordinated debt.
The terms relating to a series of debt securities will be set forth in an
officer's certificate or a supplemental indenture and will include some or all
of the following:
. the title;
. any limit on the amount that may be issued;
. whether or not such series of debt securities will be issued in global
form, the terms and who the depository will be;
. the maturity date(s);
. the annual interest rate(s) (which may be fixed or variable) or the
method for determining the rate(s) and the date(s) interest will begin
to accrue, the date(s) interest will be payable and the regular record
dates for interest payment dates or the method for determining such
date(s);
. the place(s) where payments shall be payable;
. our right, if any, to defer payment of interest and the maximum length
of any such deferral period;
. the date, if any, after which, and the price(s) at which, such series of
debt securities may, pursuant to any optional redemption provisions, be
redeemed at our option, and other related terms and provisions;
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. the date(s), if any, on which, and the price(s) at which we are
obligated, pursuant to any mandatory sinking fund provisions or
otherwise, to redeem, or at the holder's option to purchase, such series
of debt securities and other related terms and provisions;
. any provisions granting special rights to holders when a specified event
occurs;
. any changes to or additional events of default or covenants;
. any special tax implications of the debt securities, including
provisions for original issue discount securities, if offered;
. the denominations in which such series of debt securities will be
issued, if other than denominations of $1,000 and any integral multiple
thereof;
. with respect to the subordinated debt securities, whether such series of
subordinated debt securities will be convertible into shares of common
stock or other securities of the Company and the conditions upon which
such securities will be convertible;
. whether and upon what terms such series of debt securities may be
defeased if different from the provisions set forth in the Indenture;
and
. any other terms with respect to such series of debt securities. (Section
2.01)
Conversion
The terms, if any, on which a series of subordinated debt securities may be
convertible into common stock or other securities of the Company will be
described in a prospectus supplement. Such terms will include provisions as to
whether conversion is mandatory, at the option of the holder or at our option,
and may include provisions pursuant to which the number of shares of common
stock or other securities of the Company to be received by the holders of such
series of subordinated debt securities would be subject to adjustment.
Global Securities
If the debt securities are represented by one or more global securities,
the applicable prospectus supplement will describe the terms of the depositary
arrangement with respect to such securities.
Redemption
If described in the applicable prospectus supplement, we will have the
right to redeem the debt securities, from time to time, in whole or in part, on
the terms set forth in such prospectus supplement. Such terms will include the
date after which we may redeem the debt securities and the price at which we may
redeem the debt securities.
Covenants
Under the Indentures, we will:
. pay the principal, interest and any premium on the debt securities when
due (Section 4.01);
. maintain a place of payment (Section 4.02);
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. pay all taxes when they are due except where we are contesting such
taxes in good faith and by appropriate proceedings (Section 4.04);
. maintain our corporate existence subject to the provisions described
below relating to mergers and consolidations (Section 4.05); and
. deliver to the trustee copies of all reports filed with the SEC.
(Section 5.03)
We will describe in the prospectus supplement any other restrictive
covenants applicable to a series of debt securities.
Limitation on Our Ability to Consolidate, Merge and Sell Assets
Except as we may otherwise provide in the applicable prospectus supplement,
we, without the consent of the holders of any of the debt securities, may
consolidate with, or merge into, or sell, transfer, lease or convey our assets
substantially as an entirety to any domestic corporation, if:
. any successor corporation expressly assumes all of our obligations under
the debt securities and the Indenture,
. immediately before and after giving effect to the transaction, no event
of default and no event which, after notice or lapse of time or both,
would become an event of default, has occurred and is continuing, and
. the entity formed by or surviving any such consolidation or merger (if
other than us) or to which such sale, transfer, lease or conveyance
shall have been made, is a corporation organized and existing under the
laws of the United States of America, any state, or the District of
Columbia. (Sections 10.01 and 10.02)
The supplemental indenture pertaining to any series of debt securities may
provide for different provisions relating to the consolidation with, or merger
into, or sale, transfer, lease or conveyance of our assets. In such cases, the
terms of the supplemental indenture will govern for the purposes of such series
of debt securities.
Events of Default
The following are events of default under an Indenture with respect to any
series of debt securities issued under such Indenture:
. failure to pay interest when due and such failure continues for 90 days
and the time for payment has not been extended or deferred;
. failure to pay the principal (or premium, if any) when due;
. failure to observe or perform any other covenant contained in the debt
securities or such Indenture (other than a covenant specifically
relating to another series of debt securities), and such failure
continues for 90 days after we receives notice from the trustee or
holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series; and
. certain events of bankruptcy, insolvency or reorganization of the
Company.
If an event of default with respect to debt securities of any series occurs
and is continuing, the trustee or the holders of at least 25% in aggregate
principal amount of the outstanding debt securities of
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that series, by notice in writing to us (and to the trustee if notice is given
by such holders), may declare the unpaid principal of, premium, if any, and
accrued interest, if any, due and payable immediately. (Section 6.01)
The holders of a majority in principal amount of the outstanding debt
securities of an affected series may waive any default or event of default with
respect to such series and its consequences, except defaults or events of
default regarding:
. payment of principal, premium, if any, or interest; or
. certain covenants containing limitations on our ability to make payments
on debt securities in certain circumstances.
Any such waiver shall cure such default or event of default. (Section 6.06)
Subject to the terms of the Indenture, if an event of default under an
Indenture shall occur and be continuing, the trustee will be under no obligation
to exercise any of its rights or powers under such Indenture at the request or
direction of any of the holders of the applicable series of debt securities,
unless such holders have offered the trustee reasonable indemnity. The holders
of a majority in principal amount of the outstanding debt securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, or exercising any trust
or power conferred on the trustee, with respect to the debt securities of that
series, provided that:
. it is not in conflict with any law or the applicable Indenture;
. the trustee may take any other action deemed proper by it which is not
inconsistent with such direction; and
. subject to its duties under the Trust Indenture Act, the trustee need
not take any action that might involve it in personal liability or might
be unduly prejudicial to the holders not involved in the proceeding.
(Sections 6.04 and 6.06)
A holder of the debt securities of any series will only have the right to
institute a proceeding under an Indenture or to appoint a receiver or trustee,
or to seek other remedies if:
. the holder has given written notice to the trustee of a continuing event
of default with respect to that series;
. the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written request,
and such holders have offered reasonable indemnity, to the trustee to
institute such proceedings as trustee; and
. the trustee does not institute such proceeding, and does not receive
from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series other conflicting directions
within 60 days after such notice, request and offer.
These limitations do not apply to a suit instituted by a holder of debt
securities if we default in the payment of the principal, premium, if any, or
interest on, the debt securities. (Section 6.04)
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Modification of Indenture; Waiver
We and the trustee may change an Indenture without the consent of any
holders with respect to certain matters, including:
. to fix any ambiguity, defect or inconsistency in such Indenture or any
series of debt securities, including making any such changes as are
required for such Indenture to comply with the Trust Indenture Act; and
. to change anything that does not materially adversely affect the
interests of any holder of debt securities of any series. (Section 9.01)
In addition, under the Indentures, the rights of holders of a series of
debt securities may be changed by us and the trustee with the written consent of
the holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each series that is affected. However, the
following changes may only be made with the consent of each holder of any
outstanding debt securities affected:
. extending the fixed maturity of such series of debt securities;
. reducing the principal amount, reducing the rate of or extending the
time of payment of interest, or any premium payable upon the redemption
of any such debt securities; or
. reducing the percentage of debt securities, the holders of which are
required to consent to any amendment. (Section 9.02)
For purposes of calculating the percentage of holders of the debt
securities of a particular series entitled to take any action, any debt
securities we hold will be excluded.
An amendment of a provision included solely for the benefit of one or more
series of debt securities does not affect the interests of the holders of any
other series of debt securities.
It will not be necessary for the consent of the holders to approve the
particular form of any proposed supplement, amendment or waiver, but it shall be
sufficient if such consent approves the substance of it.
Form, Exchange, and Transfer
The debt securities of each series will be issued only in fully registered
form without coupons and, unless otherwise specified in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple
thereof. The Indentures will provide that debt securities of a series may be
issued in temporary or permanent global form and may be issued as book-entry
securities that will be deposited with, or on behalf of, The Depository Trust
Company or another depository named by us and identified in a prospectus
supplement with respect to such series. (Sections 2.03, 2.06 and 2.11)
At the option of the holder, debt securities of any series will be
exchangeable for other debt securities of the same series, in any authorized
denomination and of like tenor and aggregate principal amount.
Debt securities may be presented for exchange or for registration of
transfer (duly endorsed or with the form of transfer endorsed thereon duly
executed if so required by us or the security registrar) at the office of the
security registrar or at the office of any transfer agent designated by us for
such purpose.
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Unless otherwise provided in the debt securities to be transferred or exchanged,
no service charge will be made for any registration of transfer or exchange, but
we may require payment of any taxes or other governmental charges. The security
registrar and any transfer agent (in addition to the security registrar)
initially designated by us for any debt securities will be named in the
applicable prospectus supplement. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except that we will
be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If the debt securities of any series are to be redeemed, we will not be
required to:
. issue, register the transfer of, or exchange any debt securities of that
series during a period beginning at the opening of business 15 days
before the day of mailing of a notice of redemption of any such debt
securities that may be selected for redemption and ending at the close
of business on the day of such mailing; or
. register the transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except the unredeemed portion of any
such debt securities being redeemed in part. (Section 2.05)
Information Concerning the Trustee
The trustee, upon an event of default under an Indenture, must use the same
degree of care as a prudent person would exercise or use in the conduct of his
or her own affairs. Subject to this provision, the trustee is under no
obligation to exercise any of the powers given it by the Indentures at the
request of any holder of debt securities unless it is offered reasonable
security and indemnity against the costs, expenses and liabilities that it might
incur. The trustee is not required to spend or risk its own money or otherwise
become financially liable while performing its duties unless it reasonably
believes that it will receive indemnity satisfactory to it. (Section 7.01)
The trustee may resign with respect to one or more series of debt
securities by giving a written notice to us. The holders of a majority in
principal amount of the outstanding debt securities of a particular series may
remove the trustee by notifying us and the trustee. We may remove the trustee
if:
. the trustee acquires a "conflicting interest," as such term is defined
in the Trust Indenture Act, and fails to comply with Trust Indenture
Act;
. the trustee fails to comply with the eligibility requirements provided
in the Indenture;
. the trustee:
. is incapable of acting,
. is adjudged to be bankrupt or insolvent, or
. commences a voluntary bankruptcy proceeding; or
. a receiver is appointed for the trustee, its property or its affairs for
the purpose of rehabilitation, conservation or liquidation. (Section
7.10)
If the trustee resigns or is removed or if the office of the trustee is
otherwise vacant, we will appoint a successor trustee in accordance with the
provisions of the applicable Indenture.
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A resignation or removal of the trustee and appointment of a successor
trustee shall become effective only upon the successor trustee's acceptance of
the appointment as provided in the applicable Indenture.
Payment and Paying Agents
The interest on any debt securities on any interest payment date will be
paid to the person in whose name such debt securities (or one or more
predecessor securities) are registered at the close of business on the regular
record date for such interest. (Sections 2.03 and 3.03)
Principal of and any premium and interest on the debt securities of a
particular series will be paid at the office of the paying agents designated by
us, except that interest may be paid by check mailed to the holder. If we do not
designate a paying agent for the debt securities of a particular series in the
applicable prospectus supplement, the corporate trust office of the trustee in
The City of New York will be designated as our sole paying agent for payments
with respect to debt securities of each series. We will be required to maintain
a paying agent in each place of payment for the debt securities of a particular
series. (Sections 4.01, 4.02 and 4.03)
All moneys paid by us to a paying agent or the trustee for the payment of
the principal of or any premium or interest on any debt securities which remains
unclaimed at the end of two years after such principal, premium or interest has
become due and payable will be repaid to us, and the holder of the security
thereafter may look only to us for payment thereof. (Section 11.05)
Governing Law
The Indentures and the debt securities will be governed by and construed in
accordance with the laws of the State of New York except to the extent that the
Trust Indenture Act shall be applicable. (Section 13.05)
Defeasance of Debt Securities and Covenants under Certain Circumstances
We may be discharged from any and all obligations relating to the debt
securities of any series except for obligations:
. to pay additional amounts, if any, upon the occurrence of specified tax,
assessment or government charge events relating to payments on the debt
securities;
. to register the transfer or exchange of debt securities;
. to replace stolen, lost or mutilated debt securities;
. to maintain paying agencies; and
. to compensate and reimburse the trustee in accordance with the terms of
the Indenture. (Section 11.02)
Our obligations with respect to a particular series of debt securities will
be discharged upon our irrevocable deposit with the trustee, in trust, of money
or governmental obligations sufficient to pay at maturity or upon redemption all
debt securities of that series which have not already been delivered to the
trustee for cancellation, including
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. principal;
. any unpaid premium;
. any unpaid interest; and
. all other payments due under the terms of the Indenture with respect to
such series of debt securities.
Upon compliance with specified conditions, we will not be required to
comply with some restrictive covenants contained in the applicable Indenture and
any supplemental indentures relating to such Indenture, and any omission to
comply with the obligations will not constitute a default or event of default
relating to the debt securities. These conditions include:
. the irrevocable deposit, in trust with a trustee for the benefit of the
holders of the debt securities of such series,
. money in an amount, or
. governmental obligations which through the payment of interest
thereon and principal thereof in accordance with their terms will
provide money in an amount,
in each case, sufficient to pay all the principal of, and interest on
the debt securities of such series to maturity or redemption, as the
case may be, and all other sums payable by us under the Indenture;
. an Event of Default under the first, second and fourth bullet points in
the first paragraph under the caption "Events of Default" has not
occurred and is not continuing, and an event which with notice or lapse
of time or both would become such an Event of Default with respect to
the debt securities has not occurred and is not continuing, on the date
of such deposit;
. the delivery to such trustee of an opinion of counsel or a ruling
received by the Internal Revenue Service to the effect that the holders
of the debt securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of the exercise of such
covenant defeasance and will be subject to federal income tax in the
same amount and in the same manner and at the same times as would have
been the case absent such exercise; and
. the delivery to such trustee of a certificate signed by authorized
persons and an opinion of counsel, each stating that all conditions
precedent specified in the Indenture relating to satisfaction and
discharge have been complied with. (Section 11.02)
Subordination of Subordinated Debt Securities
The subordinated debt securities will be unsecured and will be subordinate
and junior in priority of payment to certain of our other indebtedness to the
extent described in a prospectus supplement. The Subordinated Indenture does not
limit the amount of subordinated debt securities which we may issue, nor does it
limit us from issuing any other secured or unsecured debt. (Section 14.01)
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<PAGE>
DESCRIPTION OF THE CAPITAL STOCK
The following description of our capital stock sets forth general terms and
provisions of stock to which a prospectus supplement may relate, including a
prospectus supplement providing that our common stock or preferred stock will be
issued upon conversion of debt securities convertible into common stock or
preferred stock. The following summary of our restated articles of
incorporation does not describe the restated articles entirely. We urge you to
read our restated articles which are incorporated by reference as an exhibit to
the registration statement of which this prospectus is a part. See "Where You
Can Find More Information" on page 3. Our authorized capital stock consists of
275,000,000 shares of common stock, $1.00 par value, and 1,000,000 shares of
preferred stock, $1.00 par value. Our restated articles, as amended, do not
authorize any other classes of capital stock.
Common Stock
Holders of our common stock are entitled to one vote per share on all
matters to be voted upon by our stockholders and may cumulate votes for the
election of directors. The vote of the holders of a majority of the stock
represented at a meeting at which a quorum is present is generally required to
take stockholder action, unless a greater vote is required by law or
specifically required by our restated articles or bylaws. Our bylaws require
that any action taken by written consent of the stockholders without a meeting
may be taken if authorized by the written consent of at least ninety percent of
the outstanding voting shares. Additionally, our stockholders may amend our
bylaws with the affirmative vote of not less than 75% of the outstanding voting
shares. Except as provided below, our bylaws provide that our directors may be
removed from office by the vote of stockholders representing not less than two-
thirds of the outstanding voting shares. Any director or directors who
constitute fewer than all of the incumbent directors may not be removed from
office at any one time or as the result of any one transaction except upon the
vote of stockholders owning sufficient shares to prevent each director's
election to office at the time of removal.
Our restated articles, as amended, provide for cumulative voting but a
stockholder must demand cumulative voting in advance of the meeting in order for
cumulative voting to apply at the meeting. In an election of directors under
cumulative voting, each share of stock normally having one vote is entitled to a
number of votes equal to the number of directors to be elected. A stockholder
may then cast all of his or her votes for a single candidate or may allocate
them among as many candidates as the stockholder may choose, up to the number of
directors to be elected. Without cumulative voting, the holders of a majority of
the shares present at an annual meeting or any special meeting held to elect
directors have the power to elect all the directors to be elected at that
meeting, and no person could be elected without the support of holders of a
majority of the shares voting at the meeting.
The holders of our common stock are entitled to receive ratably dividends,
if any, that are declared by our board of directors out of funds legally
available for the payment of dividends. In the event of a liquidation,
dissolution or winding up of the Company, after all liabilities and the holders
of each series of preferred stock have been paid in full, the holders of our
common stock are entitled to share ratably in all remaining assets. Our common
stock has no preemptive or conversion rights or other subscription rights.
There are no redemption or sinking fund provisions applicable to our common
stock. Each outstanding share of our common stock is accompanied by a preferred
stock purchase right. See "Computer Sciences Corporation Rights Plans."
ChaseMellon Shareholder Services L.L.C. is the Transfer Agent and Registrar
for the shares of our common stock.
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Preferred Stock
Our board of directors may issue up to 1,000,000 shares of preferred stock
in one or more series and, subject to the Nevada corporation law, may:
. fix the rights, preferences, privileges and restrictions of the
preferred stock;
. fix the number of shares and designation of any series of preferred
stock; and
. increase or decrease the number of shares of any series of preferred
stock but not below the number of outstanding shares.
Our board of directors has the power to issue our preferred stock with
voting and conversion rights that could negatively affect the voting power or
other rights of our common stockholders, and the board of directors could take
that action without stockholder approval. The issuance of our preferred stock
could delay or prevent a change in control of the Company.
Our amended articles of incorporation designate 200,000 shares of preferred
stock as Series A Junior Participating Preferred Stock in connection with our
rights plan, as described below. We refer to our Series A Junior Participating
Preferred Stock as our Series A Preferred Shares. No Series A Preferred Shares
are covered by this prospectus.
If we offer any series of preferred stock, certain terms of that series of
preferred stock will be described in the applicable prospectus supplement,
including, without limitation, the following:
. the designation;
. the number of authorized shares of the series in question;
. the dividend rate (or method of calculation);
. any voting rights, conversion rights, anti-dilution protections,
exchangeability provisions and terms of any debt securities that are
exchangeable for preferred stock;
. any redemption provisions;
. any liquidation preferences;
. any sinking fund provisions; and
. any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
Computer Sciences Corporation Rights Plans
Under Nevada law, we may create and issue rights entitling the holders of
the rights to purchase from us shares of capital stock of any class or classes,
subject to provisions in our restated articles. We have summarized material
provisions of our stockholder rights plan below. The summary is not complete.
The terms of our stockholder rights plan are fully described in our rights
agreement dated as of February 18, 1998 which is incorporated in this prospectus
by reference. See "Where You Can Find More Information" on page 3.
Under the rights agreement, each share of common stock is accompanied by
the right, under specified circumstances, to purchase one four-thousandth of a
share of the Series A Preferred Shares or
16
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our common stock or common stock of a successor company pursuant to the terms of
the rights agreement.
Until the Distribution Date (as defined below),
. the rights are not be exercisable,
. the rights are attached to and trade only together with shares of our
common stock, and
. the stock certificates representing shares of our common stock also
represent the rights attached to our common stock.
The "Distribution Date" is the date, after the date of the rights
agreement, that is the earliest of:
. the first date of public announcement that any person, together with
such person's affiliates and associates (other than us or certain
related entities, and with certain additional exceptions), has become
the beneficial owner of 10% or more of the then outstanding shares of
our common stock and our other capital stock entitled to voting
rights (such person is a "10% Stockholder" and the date of such
public announcement is the "10% Ownership Date");
. the tenth business day (or such later day as designated by the our
board of directors) following the date of the commencement of, or the
first public announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would cause any person to
become a 10% Stockholder; or
. the first date, on or after the 10% Ownership Date, upon which we
will consolidate or merge with another person in a transaction in
which we are not the surviving corporation or in which all or part of
the outstanding shares of our common stock are changed into or
exchanged for stock or other securities of another person or cash or
any other property, or upon which 50% or more of our consolidated
assets or earning power are sold or transferred (other than in
transactions in the ordinary course of business).
Pursuant to the terms of the rights agreement, upon the close of business
on the Distribution Date, the rights will separate from the shares of our common
stock, certificates representing the rights will be issued, and the rights will
become exercisable to purchase one four-thousandth of a share of the Series A
Preferred Shares or our common stock or common stock of a successor company at
an exercise price as provided in the rights agreement (currently $250). Under
certain events described in the rights agreement, each right that is
beneficially owned by a 10% Stockholder will be void. The exercise price, the
number of outstanding rights and the Series A Preferred Shares or other
securities 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.
Unless the rights have expired or been redeemed or exchanged, they may be
exercised at the option of the holders as provided in the rights agreement. No
right may be exercised more than once. Until a right is exercised, the holder of
the right will have no rights as a stockholder of the Company (other than rights
resulting from such holder's ownership of shares of our common stock),
including, without limitation, the right to vote or to receive dividends.
Under certain conditions set forth in the rights agreement, our board of
directors may, at its option:
. direct us to redeem the rights in whole, but not in part, at a price of
$.0005 per right, as such redemption price will be appropriately
adjusted to reflect any stock split, stock dividend or
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similar transaction occurring after the date of the rights agreement
(but from and after the 10% Ownership Date, the rights are not
redeemable); or
. direct us to exchange all, but not less than all, of the then
outstanding rights for shares of our common stock at an exchange ratio
per right equal to that number of shares of our common stock which, as
of the date of the our board of directors' action, has a current market
price equal to the difference between the exercise price and the current
market price of the shares that would otherwise be issuable upon
exercise of a right on such date.
Except as described below, our board of directors may, from time to time,
without the approval of any holders of rights, supplement or amend any provision
of the rights agreement in any manner, whether or not such supplement or
amendment is adverse to any holder of rights, and direct the rights agent to
supplement or amend such provision.
From and after the earliest of:
. the 10% Ownership Date,
. the first event of the type giving rise to exercise rights to purchase
common stock of a successor corporation,
. the date upon which our board of directors directs the redemption of the
rights, or
. February 18, 2008,
the rights agreement will not be supplemented or amended in any manner that
would materially and adversely affect any holder of outstanding rights other
than a 10% Stockholder. From and after the 10% Ownership Date, the rights
agreement will not be supplemented or amended in any manner.
The rights agreement is intended to protect our stockholders in the event
of an unsolicited attempt to acquire us. Our rights could prevent or delay a
takeover of the Company by causing substantial dilution to a person or group
that attempts to acquire us on terms not approved by our board of directors.
Our rights should not interfere with any merger or other business combination
approved by our board of directors, since our stockholder rights may be redeemed
by us for a price of $.0005 per right as described above.
PLAN OF DISTRIBUTION
The securities which may be offered pursuant to this prospectus and any
prospectus supplement may be offered by us to one or more underwriters for
public offering and sale by them or to investors directly or through agents.
Any such underwriter or agent involved in the offer and sale of such securities
will be named in the applicable prospectus supplement. Sales of such securities
may be effected by us from time to time in one or more types of transactions
(which may include block transactions) on the New York Stock Exchange, in the
over-the-counter market, in negotiated transactions, through put or call options
transactions relating to the securities, through short sales of the securities,
or a combination of such methods of sale. Such transactions may or may not
involve brokers or dealers.
Underwriters may offer and sell the securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. We also may
offer and sell the securities in exchange for one or more of our outstanding
debt securities or other securities.
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In connection with the sale of the securities, underwriters may receive
compensation in the form of underwriting discounts, concessions or commissions
from us and may also receive commissions from purchasers of the securities for
whom they may act as agent. Underwriters may sell the securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters or commissions from the
purchasers for whom they may act as agents.
Direct sales of securities may be made on a national securities exchange or
otherwise.
Dealers and agents participating in the distribution of the securities may
be deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended. Underwriters, dealers and agents may be entitled, under agreements
entered into with us, to indemnification against and contribution toward certain
civil liabilities.
Certain of the underwriters, dealers and agents and their associates may
engage in transactions with, and perform services for, us in the ordinary course
of business.
Unless otherwise specified in the applicable prospectus supplement, each
class or series of securities will be a new issue with no established trading
market, other than our common stock, which is listed on the New York Stock
Exchange. We may elect to list any other class or series of securities on any
exchange, but we are not obligated to do so. It is possible that one or more
underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot give any assurance as to the
liquidity of the trading market for any of the securities.
Certain persons participating in the offering may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty bids in
accordance with Regulation M under the Securities Exchange Act of 1934, as
amended. Over-allotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a specified
maximum. Short-covering transactions involve purchases of the securities in the
open market after the distribution is completed to cover short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are purchased in a
covering transaction to cover short positions. Those activities may cause the
price of the securities to be higher than it would otherwise be. The persons
engaging in these activities may discontinue any of these activities at any
time.
LEGAL MATTERS
Gibson, Dunn & Crutcher LLP of Los Angeles, California has rendered an
opinion with respect to the validity of the securities being offered by this
prospectus. If counsel for any underwriters passes on legal matters in
connection with an offering of the securities described in this prospectus, we
will name that counsel in the prospectus supplement relating to that offering.
EXPERTS
The consolidated financial statements incorporated by reference in this
registration statement have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is
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incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
20
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================================================================================
$1,000,000,000
[logo]
Computer Sciences Corporation
Debt Securities
Preferred Stock
Common Stock
__________
PROSPECTUS
__________
,
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The Company estimates that the following expenses in connection with the
offering described in this Registration Statement will be paid by the Company:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee................................. $264,000
Printing and engraving expenses*.................................................... 225,000
Legal fees and expenses*............................................................ 250,000
Accounting fees and expenses*....................................................... 195,000
Trustee fees and expenses*.......................................................... 25,000
Blue Sky qualification fees and expenses*........................................... 22,500
-----------------
$981,500
========
</TABLE>
___________
* Estimated.
Item 15. 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
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 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.
II-1
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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 or by reason of
actions alleged to have been taken or omitted in such capacity or in any other
capacity while serving as a director or officer. The indemnification of
directors and officers shall be against all loss, liability and expenses
actually and reasonably 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.
II-2
<PAGE>
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 16. Exhibits
The Exhibit Index is attached hereto and incorporated by reference.
Item 17. 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(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 (1)(i) and (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 with the Commission 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.
II-3
<PAGE>
(4) 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 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.
(5) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of the Act.
(6) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<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-3 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 22nd day of
December, 2000.
COMPUTER SCIENCES CORPORATION
By: /s/ Van B. Honeycutt
-------------------------------------
Van B. Honeycutt
Chairman, President and
Chief Executive Officer
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 and
resubstitution for such person and in such person's name, place and stead, in
any and all capacities, to sign and 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 hereof.
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 Chairman, President and Chief
--------------------------------- Executive Officer (Principal December 22, 2000
Van B. Honeycutt Executive Officer)
Vice President, Chief Financial
/s/ Leon J. Level
--------------------------------- Officer and Director (Principal December 22, 2000
Leon J. Level Financial Officer)
Vice President and Controller
/s/ Bryan Brady
--------------------------------- (Principal Accounting Officer) December 22, 2000
Bryan Brady
/s/ Irving W. Bailey, II
--------------------------------- Director December 22, 2000
Irving W. Bailey, II
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen L. Baum
--------------------------------- Director December 22, 2000
Stephen L. Baum
/s/ William R. Hoover
--------------------------------- Director December 22, 2000
William R. Hoover
/s/ Thomas A. McDonnell
--------------------------------- Director December 22, 2000
Thomas A. McDonnell
/s/ Warren McFarlan
--------------------------------- Director December 22, 2000
Warren McFarlan
/s/ James R. Mellor
--------------------------------- Director December 22, 2000
James R. Mellor
/s/ William P. Rutledge
--------------------------------- Director December 22, 2000
William P. Rutledge
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
---------- -----------
<C> <S>
1.1 Form of Purchase Agreement (Equity)*
1.2 Form of Purchase Agreement (Debt Securities)*
4.1 Restated Articles of Incorporation of the Company filed with the Nevada Secretary of
State on November 21, 1988 (incorporated by reference to Exhibit 3(a) to the
Company'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 Company filed with the Nevada
Secretary of State on August 11, 1992 (incorporated by reference to Appendix B to the
Company's Proxy Statement for the Annual Meeting of held on August 10, 1992)
4.3 Amendment to Restated Articles of Incorporation of the Company filed with the Nevada
Secretary of State on July 31, 1996 (incorporated by reference to Appendix D to the
Company's Proxy Statement for the Annual Meeting of Stockholders held on July 31,
1996)
4.4 Certificate of Amendment of Certificate of Designations of Series A Junior
Participating Preferred Stock, effective August 1, 1996 (incorporated by reference to
the Company's Current Report on Form 8-K dated August 1, 1996)
4.5 Bylaws of the Company, amended and restated effective December 6, 1999 (incorporated
by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 2000)
4.6 Rights Agreement dated as of February 18, 1998 (incorporated by reference to the
Company's Registration Statement on Form 8-A filed on February 25, 1998)
4.7 Form of Senior Indenture
4.8 Form of Subordinated Indenture
4.9 Form of any Unsubordinated Debt Security with respect to each particular series of
Unsubordinated Debt Securities*
4.10 Form of any Subordinated Debt Security with respect to each particular series of
Subordinated Debt Securities*
4.9 Form of Certificate of Designations with respect to Preferred Stock*
4.10 Form of specimen certificate representing shares of Preferred Stock*
</TABLE>
II-7
<PAGE>
<TABLE>
<C> <S>
4.11 Form of specimen certificate representing shares of Common Stock (incorporated by
reference from Exhibit 4.1 to the Registration Statement on form S-3 (No. 33-57265)
filed on January 13, 1995)
5.1 Opinion of Gibson, Dunn & Crutcher LLP*
12.1 Computation of Ratios of Earnings to Fixed Charges and of Ratios of Earnings to Combined Fixed
Charges and Preferred Stock Dividends
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (contained in signature page).
25.1 Statement of eligibility of Trustee on Form T-1*
</TABLE>
* To be filed by amendment hereto or pursuant to a Current Report on Form 8-K
to be incorporated herein by reference.
II-8
