UNITED STATES
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
August 7, 2000
Date of Report: (Date of earliest event reported)
Computer Associates International, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9247 13-2857434
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Computer Associates Plaza, Islandia, New York 11749
(Address of Principal Executive Offices) (Zip Code)
(631) 342-5224
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 7, 2000, Computer Associates International, Inc. (the "Company")
reported a management realignment as well as a strategy to unlock shareholder
value through the spinoff of technology that would thrive and flourish on an
independent basis while allowing CA's core business to continue to grow.
As part of the management realignment, Sanjay Kumar, the Company's current
President and Chief Operating Officer, has been named President and Chief
Executive Officer. Charles B. Wang, CA's founder and most recently Chief
Executive Officer, will continue as Chairman.
As an initial step in the startegy to unlock shareholder value, the Company
announced the formation of iCan-ASP, Inc. ("iCan-ASP"). iCan-ASP will operate as
a wholly owned subsidiary. The Company is retaining the investment banking
services of Credit Suisse First Boston and Morgan Stanley Dean Witter to advise
on this strategy.
Statements in this Item 5 contain "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995. 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 CA's quarterly sales
consummated in the last few days of the quarter making financial predictions
especially difficult and raising a substantial risk of variance in actual
results; changes in industry accounting guidance; the risks of potential
litigation arising from the year 2000 date change for computer programs; 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; risks associated
with the entry into new markets such as professional services; the risks
associated with integrating newly acquired businesses and technologies;
increasing dependency on large dollar licensing transactions; delays in product
delivery; reliance on mainframe capacity growth; the ability to recruit and
retain qualified personnel; business conditions in the client/server and
mainframe software and hardware markets; uncertainty and volatility associated
with Internet and eBusiness related activities; use of software patent rights to
attempt to limit competition; fluctuations in foreign currency exchange rates
and interest rates; the volatility of the international marketplace; and other
risks described in filings with the Securities and Exchange Commission.
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Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable.
(c) Exhibits.
99.1 Press Release dated August 7, 2000.
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.
Dated: August 8, 2000 By: /s/ Ira Zar
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Ira Zar
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release dated August 7, 2000.
