SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 22, 1998
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(Date of Report [Date of earliest event reported])
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-10180 13-2857434
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Computer Associates Plaza, Islandia, NY 11788-7000
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(Address of principal executive office) (Zip Code)
(516) 342-5224
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(Registrants telephone, including area code)
Not Applicable
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(Former name of former address, if changed since last report)
<PAGE> 2
Item 5. Other Events.
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On April 22, 1998, Computer Associates International, Inc. issued
a press release announcing expected revenue and earnings results
for its fourth fiscal quarter and full fiscal year ended March 31, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
99.1 Press Release dated April 22, 1998.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Registrant)
/s/ Peter Schwartz
By: ----------------------------------------------------
Peter Schwartz
Executive Vice President and
Chief Financial Officer
Date: April 23, 1998
Exhibit 99.1
Contacts: Doug Robinson - Investor Relations
Bob Gordon - Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES PROJECTS RECORD FOURTH QUARTER
Client/Server Revenue Up 45%
ISLANDIA, N.Y., April 22, 1998 Computer Associates
International, Inc. (NYSE: CA) today announced that it
expects record revenue and earnings results for its fourth
fiscal quarter ended March 31, 1998. Total revenue in the
quarter will approximate $1.46 billion, up from $1.21
billion recorded the prior year. Client/server revenue for
the quarter increased over 45% from the fourth quarter of
fiscal 1997 level. Earnings per share (diluted) are
expected to be $.75, an increase of 25% from the prior
year, excluding the $33.8 million non-recurring charges
associated with costs incurred in the Computer Sciences
Corporation (CSC) tender.
These results are preliminary in nature, pending completion
of the Companys regular year end audit. Full results are
scheduled for release on May 19, 1998. In making this
announcement, the Company sought to dispel erroneous
reports that surfaced around the time of the proposed CSC
acquisition regarding the strength of its core businesses.
For the full fiscal year ended March 31, 1998, CA expects
that revenue will be over $4.7 billion, an increase of
approximately 18% over the $4.0 billion reported in fiscal
year 1997. Earnings per share for the year, excluding the
CSC tender charges (approximately $.04 per share) are
expected to be $2.10, an increase of 24% over the $1.69
posted in fiscal 1997. Last years earnings per share
excludes the $598 million research and development charge
associated with the acquisition of Cheyenne Software, Inc.
As is evident from these record preliminary results, CAs
business is stronger than ever, said Sanjay Kumar, CAs
president and chief operating officer. We were very
pleased with the performance turned in by all of our units,
and are pleased that we were able to post both sequential
and year over year growth in international revenues,
despite negative impacts from both foreign exchange and the
Asian crises. Our client server business lead by Unicenter
TNG also posted another record quarter, with competitive
wins being at an all time high.
Kumar added that we have also kicked off our new fiscal
year to a fast start, and have launched a new professional
services organization that will combine all of our
worldwide services activities under one group. We plan to
use this new group as the foundation to pursue aggressive
internal growth of our services business. This will enable
us to extend our lead in the marketplace as the premier
vendor dedicated to the business of supplying mission-
critical infrastructure software and services.
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All per share amounts have been adjusted for the three-for-
two stock splits effective November 5, 1997 and June 19,
1996.
The Company has previously disclosed that, under its 1995
Key Employee Stock Ownership Plan (the 1995 Plan), 6.75
million restricted shares of the Companys common stock have
been granted (subject to continued employment and, in part,
to vesting) to three of its key executives. Additional
grants of 13.5 million shares are available under the 1995
Plan and have been reserved pending the achievement of
certain price targets in the fiscal year ending March 31,
2000. As further previously disclosed, if the closing price
of the Companys common stock on the New York Stock Exchange
exceeds $53.33 for 60 trading days within any twelve month
period, all 20.25 million shares under the 1995 Plan will
vest immediately and will no longer be subject to forfeiture.
In such event, the Company will be required to record a one-
time charge of approximately $1 billion. As of April 22,
1998, the closing price of the Companys common stock had
exceeded $53.33 for 39 trading days beginning October 21,
1997.
Computer Associates International, Inc. (NYSE: CA), with
headquarters in Islandia, N.Y., is the world leader in mission
critical business software. The company develops, licenses
and supports more than 500 integrated products that include enterprise
computing and information management, application
development, manufacturing and financial applications. CA
has over 11,000 people in 160 offices in 43 countries and
had revenue of $4.5 billion in calendar year 1997. CA can
be reached by visiting http://www.cai.com on the World Wide
Web, emailing [email protected] or calling 1-516-342-5224.
All referenced product names are trademarks of their
respective companies.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995:
Statements in this release concerning the companys future
prospects are forward-looking statements under the federal
securities laws. There can be no assurances that future
results will be achieved, and actual results could differ
materially from forecasts and estimates. Important factors
that could cause actual results to differ materially
include: the significant percentage of CAs quarterly sales
recorded in the last few days of the quarter, making
financial predictions especially difficult and raising a
substantial risk of variance in actual results; the
emergence of new competitive initiatives resulting from
rapid technological advances or changes in pricing in the
market; the risks associated with new product introductions
as well as the uncertainty of customer acceptance of these
new or enhanced products from either CA or its competition;
delays in product delivery; the ability to recruit and
retain qualified personnel; negative implications from the
Year 2000 or Euro implementations, technology problem,
including customer indecision, purchasing delays or budget
reallocations; business conditions in the client/server and
mainframe markets; increased use of software patent rights
to limit competition; assimilation of business or
technology acquisitions, fluctuations in foreign currency
exchange rates; the volatility of the international
marketplace, including the recent Asia turmoil, and other
risks described in filings with the Securities and Exchange
Commission.
