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
October 24, 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)
Registrant's telephone number, including area code: (631) 342-5224
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 24, 2000, Computer Associates International, Inc. ("Computer
Associates") issued press releases that reported its financial results for its
second fiscal quarter and announced changes in its business model that were
detailed during a simultaneous phone and internet web cast conference held on
Wednesday October 25, 2000 at 8:00am EDT. Copies of the press releases are
attached hereto as Exhibits 99.1 and 99.2 and the information set forth in such
press releases is incorporated herein by reference.
On Wednesday October 25, 2000, Computer Associates held a simultaneous phone and
internet web cast conference to discuss its second quarter financial results and
changes to its business model. During the conference two supplemental slide
presentations pertaining to the second quarter financial results and business
model changes complemented the discussion. Copies of these two slide
presentations are attached hereto as Exhibits 99.3 and 99.4 and the information
set forth therein is incorporated herein by reference. All the attached exhibits
are also available to the general public at the Computer Associates web site
(www.ca.com).
Statements herein concerning Computer Associates future prospects are
"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 associated with changes in the company's business model; the
risks associated with changes in the way in which the company accounts for
license revenue; the difficulties of compiling pro forma financial information,
given acquisitions over time; instability resulting from changes to the
company's business model; 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
distributed systems 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.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable.
(c) Exhibits.
99.1 Press Release dated October 24, 2000.
99.2 Press Release dated October 25, 2000.
99.3 Supplemental Financial Data slide presentation.
99.4 New Business Model slide presentation.
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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: October 25, 2000 By: /s/ Ira Zar
Ira Zar
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release dated October 24, 2000.
99.2 Press Release dated October 25, 2000.
99.3 Supplemental Financial Data slide presentation.
99.4 New Business Model slide presentation.
