8-K 1 c19062e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 28, 2007
ACCENTURE SCA
(Exact name of Registrant as specified in its charter)
         
Luxembourg   000-49713   98-351796
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
46A, Avenue J.F. Kennedy
L-1855 Luxembourg

(Address of principal executive offices)
Registrant’s telephone number, including area code: (352) 26 42 35 00
Not Applicable
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 3.02 Unregistered Sales of Equity Securities
On September 28, 2007, Accenture SCA, through its subsidiary Accenture International S.a.r.l., finalized the transfer of an aggregate of 4,035,020 Class III common shares of Accenture SCA to Accenture Ltd in connection with transactions related to the issuance by Accenture Ltd of an aggregate of 4,719,498 of Accenture Ltd’s Class A common shares delivered pursuant to outstanding options awards, grants of restricted share units and voluntary equity investment program share purchases under Accenture’s equity compensation plans. The Accenture SCA Class III common shares were transferred in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, on the basis that the transaction did not involve any public offering. Accenture SCA Class III Common Shares are convertible into Class II Common Shares of Accenture SCA by a resolution of an extraordinary meeting of Accenture SCA’s shareholders. The conversion ratio is 1 Class III common share for 10 Class II common shares.
Between June 29, 2007 and prior to September 28, 2007 Accenture SCA and its subsidiaries transferred an additional 4,254,021 shares of Accenture SCA’s Class III common shares to Accenture Ltd for similar purposes in unregistered transactions. In aggregate, 8,289,041 (inclusive of the 4,035,020 shares described herein) Class III common shares of Accenture SCA have been transferred to Accenture Ltd since the filing of Accenture SCA’s Quarterly report on Form 10-Q on June 29, 2007.

 


 

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 thereunto duly authorized.
         
Date: October 3, 2007   ACCENTURE SCA, represented by its
General Partner, Accenture Ltd, itself
represented by its duly authorized signatory
 
 
  /s/ Douglas G. Scrivner    
  Name:   Douglas G. Scrivner