Form 10 Pursuant to Section 12(g)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

10-12G 1 d93234d1012g.htm FORM 10 PURSUANT TO SECTION 12(G) Form 10 Pursuant to Section 12(g)

As filed with the Securities and Exchange Commission on February 14, 2017

File No. 000-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

EVERETT SPINCO, INC.

(Exact name of registrant as specified in its charter)


Delaware		61-1800317
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3000 Hanover Street Palo Alto, California		94304
(Address of principal executive offices)		(Zip Code)

(650) 687-5817

(Registrant’s telephone number, including area code)

Copies to:

A. Peter Harwich
Allen & Overy LLP

1221 Avenue of the Americas
New York, New York 10020
(212) 610-6300

Rishi Varma
Senior Vice President, Deputy General Counsel and Assistant Secretary

Hewlett-Packard Enterprise Company

3000 Hanover Street
Palo Alto, California 94304

(650) 687-5817

Dennis J. Friedman
Andrew L. Fabens
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

Securities to be registered pursuant to Section 12(b) of the Act: None.

Securities to be registered pursuant to Section 12(g) of the Act:

Title of Each Class to be Registered

Common Stock, par value $0.01 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT

AND ITEMS OF FORM 10

This Registration Statement on Form 10 (the “Form 10”) incorporates by reference information contained in (a) the proxy statement/prospectus-information statement of Computer Sciences Corporation filed herewith as Exhibit 99.1, referred to herein as the proxy statement/prospectus-information statement, (b) the Annual Report on Form 10-K of Computer Sciences Corporation filed herewith as Exhibit 99.2, referred to herein as the Form 10-K, (c) the Quarterly Report on Form 10-Q of Computer Sciences Corporation filed herewith as Exhibit 99.3, referred to herein as the First Quarter Form 10-Q, (d) the Quarterly Report on Form 10-Q of Computer Sciences Corporation filed herewith as Exhibit 99.4, referred to herein as the Second Quarter Form 10-Q, (e) the Quarterly Report on Form 10-Q of Computer Sciences Corporation filed herewith as Exhibit 99.5, referred to herein as the Third Quarter Form 10-Q, (f) the Proxy Statement on Schedule 14A of Computer Sciences Corporation filed herewith as Exhibit 99.6, referred to herein as the CSC Annual Meeting Proxy Statement and (g) the Proxy Statement on Schedule 14A of Hewlett Packard Enterprise Company filed herewith as Exhibit 99.7, referred to herein as the HPE Annual Meeting Proxy Statement. None of the information contained in the proxy statement/prospectus-information statement, Form 10-K, such Form 10-Qs, CSC Annual Meeting Proxy Statement or HPE Annual Meeting Proxy Statement is incorporated by reference herein or shall be deemed to be a part hereof except to the extent such information is specifically incorporated by reference.

Item 1.

Business.

The information required by this item is contained under the sections “Risk Factors,” “Information about Everett and Merger Sub” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Everett” of the proxy statement/prospectus-information statement, and Item 1 of the Form 10-K. Those sections are incorporated herein by reference.

Item 1A.

Risk Factors.

The information required by this item is contained under the section “Risk Factors—Risks Related to the Combined Company, After the Transactions” of the proxy statement/prospectus-information statement, Item 1A of the Form 10-K, Part II, Item 1A of the First Quarter Form 10-Q, Part II, Item 1A of the Second Quarter Form 10-Q and Part II, Item 1A of the Third Quarter Form 10-Q. Those sections are incorporated herein by reference.

Item 2.

Financial Information.

The information required by this item is contained under the sections “Summary Historical Condensed Consolidated Financial Information of CSC,” “Summary Historical Combined Financial Information of Everett,” “Summary Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Everett” and “Debt Financing” of the proxy statement/prospectus-information statement, Items 7 and 7A of the Form 10-K and Part I, Item 2 of the Third Quarter Form 10-Q. Those sections are incorporated herein by reference.

Item 3.

Properties.

The information required by this item is contained under the section “Information about Everett and Merger Sub—Properties” of the proxy statement/prospectus-information statement and Item 2 of the Form 10-K. Those sections are incorporated herein by reference.

Item 4.

Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the sections “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers of CSC” of the proxy statement/prospectus-information statement. That section is incorporated herein by reference.

Item 5.

Directors and Executive Officers.

The information required by this item is contained under the section “The Transactions—Board of Directors and Executive Officers of Everett Following the Merger; Operations Following the Merger” of the proxy statement/prospectus-information statement. That section is incorporated herein by reference.

Item 6.

Executive Compensation.

The information required by this item is contained under the sections “Executive Compensation” and “Corporate Governance” of the CSC Annual Meeting Proxy Statement and the HPE Annual Meeting Proxy Statement. These sections are incorporated herein by reference.

Item 7.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “The Transactions—Interests of Certain Persons in the Merger” of the proxy statement/prospectus-information statement. Those sections are incorporated herein by reference.

Item 8.

Legal Proceedings.

The information required by this item is contained under the section “Risk Factors”, and in Note 15, “Litigation and Contingencies” of Everett’s Combined Financial Statements, in the proxy statement/prospectus-information statement, Item 3 of the Form 10-K and Part II, Item 1 of the Third Quarter Form 10-Q. Those sections are incorporated herein by reference.

Item 9.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections “Risk Factors,” “Summary Historical Condensed Consolidated Financial Information of CSC,” “Summary Historical Combined Financial Information of Everett,” “Historical Market Price and Dividend Information of CSC Common Stock” and “Summary Unaudited Pro Forma Condensed Combined Financial Information” of the proxy statement/prospectus-information statement and Item 5 of the Form 10-K. Those sections are incorporated herein by reference.

Item 10.

Recent Sales of Unregistered Securities.

None.

Item 11.

Description of Registrant’s Securities to Be Registered.

The information required by this item is contained under the section “Description of Everett Capital Stock Before and After the Merger” of the proxy statement/prospectus-information statement. That section is incorporated herein by reference.

Item 12.

Indemnification of Directors and Officers.

The information required by this item is contained under the section “Description of Everett Capital Stock Before and After the Merger—Limitation of Liability of Directors; Indemnification of Directors before the

Merger” and “Description of Everett Capital Stock Before and After the Merger—Limitations on Liability and Indemnification of Officers and Directors after the Merger” of the proxy statement/prospectus-information statement. Those sections are incorporated herein by reference.

Item 13.

Financial Statements and Supplementary Data.

The information required by this item is contained under the heading “Index—Financial Statements” (and the statements referenced thereon) beginning on page F–1 of the proxy statement/prospectus-information statement, Item 8 of the Form 10-K and Part I, Item 1 of the Third Quarter Form 10-Q. Those sections are incorporated herein by reference.

Item 14.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15.

Financial Statements and Exhibits.

(a) Financial Statements

(b) Exhibits

The following exhibits are filed herewith unless otherwise indicated:


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated May 24, 2016, among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc. and Everett Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to Form 8-K of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on May 26, 2016.)

2.2		First Amendment to Agreement and Plan of Merger, dated November 2, 2016, by and among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc., Everett Merger Sub Inc. and New Everett Merger Sub Inc. (Incorporated by reference to Exhibit 2.1 to Form 8-K of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on November 2, 2016.)

2.3		Second Amendment to Agreement and Plan of Merger, dated December 6, 2016, by and among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc., Everett Merger Sub Inc. and New Everett Merger Sub Inc. (Incorporated by reference to Exhibit 2.3 to Amendment No. 1 to the registrant’s Form 10, filed with the Securities and Exchange Commission on December 7, 2016.)†

2.4		Separation and Distribution Agreement, dated May 24, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.2 to Form 8-K of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on May 26, 2016.)

2.5		First Amendment to Separation and Distribution Agreement, dated November 2, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.2 to Form 8-K of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on November 2, 2016.)

2.6		Second Amendment to Separation and Distribution Agreement, dated December 6, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.6 to Amendment No. 1 to the registrant’s Form 10, filed with the Securities and Exchange Commission on December 7, 2016.)†

2.7		Third Amendment to the Separation and Distribution Agreement, dated January 27, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

2.8		Form of Transition Services Agreement between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.5 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)†

2.9		Form of Tax Matters Agreement, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.6 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)†

2.10		Form of Employee Matters Agreement, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.7 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

2.11		Form of Real Estate Matters Agreement between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.8 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)


Exhibit Number		Description

2.12		Form of Intellectual Property Matters Agreement, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.9 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)†

3.1		Certificate of Incorporation of Everett SpinCo, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

3.2		Bylaws of Everett SpinCo, Inc. (Incorporated by reference to Exhibit 3.2 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

21.1		Subsidiaries of Everett SpinCo, Inc.

99.1		Proxy Statement/Prospectus-Information Statement.

99.2		Annual Report on Form 10-K of Computer Sciences Corporation for the fiscal year ended April 1, 2016, not including exhibits thereto. (Incorporated by reference to Form 10-K of Computer Sciences Corporation, filed with the Securities and Exchange Commission on June 15, 2016.)

99.3		Quarterly Report on Form 10-Q of Computer Sciences Corporation for the quarterly period ended July 1, 2016, not including exhibits thereto. (Incorporated by reference to Form 10-Q of Computer Sciences Corporation, filed with the Securities and Exchange Commission on August 9, 2016.)

99.4		Quarterly Report on Form 10-Q of Computer Sciences Corporation for the quarterly period ended September 30, 2016, not including exhibits thereto. (Incorporated by reference to Form 10-Q of Computer Sciences Corporation, filed with the Securities and Exchange Commission on November 4, 2016.)

99.5		Quarterly Report on Form 10-Q of Computer Sciences Corporation for the quarterly period ended December 30, 2016, not including exhibits thereto. (Incorporated by reference to Form 10-Q of Computer Sciences Corporation, filed with the Securities and Exchange Commission on February 3, 2017.)

99.6		Proxy Statement on Schedule 14A of Computer Sciences Corporation for the 2016 annual meeting of stockholders. (Incorporated by reference to Schedule 14A of Computer Sciences Corporation, filed with the Securities and Exchange Commission on June 24, 2016.)

99.7		Proxy Statement on Schedule 14A of Hewlett Packard Enterprise Company for the 2017 annual meeting of stockholders. (Incorporated by reference to Schedule 14A of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on February 6, 2017.)

99.8		Form of Articles of Incorporation of Everett SpinCo, Inc. following the Merger (Incorporated by reference to Exhibit 99.5 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

99.9		Form of Bylaws of Everett SpinCo, Inc. following the Merger (Incorporated by reference to Exhibit 99.6 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

†	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

The Second Amendment to the Agreement and Plan of Merger includes as Exhibit A the form of Second Amendment to the Separation and Distribution Agreement.

The Second Amendment to the Separation and Distribution Agreement includes as Exhibit 1 an amended and restated schedule of specified Everett Liabilities.

A list of the schedules to the Transition Services Agreement follows:

Schedule A: Houston Service Schedules

Schedule B: Everett Service Schedules

Schedule C: Contract Management

Schedule D: Data Processing Agreement

Schedule E: Information Security Standards and Policies

Schedule F: Service Charges Markup

A list of the schedules and exhibits to the Tax Matters Agreement follows:

Schedule 1: Businesses to be Disposed of

Schedule 2: Tax Opinions/Rulings for Foreign Jurisdictions

Exhibit A: Separation Plan

A list of the exhibits to the Intellectual Property Matters Agreement follows:

Exhibit A: Transferred Domain Names

Exhibit B: Transferred Patents

Exhibit C: Transferred Registered Copyrights

Exhibit D: Transferred Registered Trademarks

Exhibit E: IP Contracts

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


EVERETT SPINCO, INC.

By:	/s/ Rishi Varma
	Name:	Rishi Varma
	Title:	President and Secretary

Date: February 14, 2017

EXHIBIT INDEX


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated May 24, 2016, among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc. and Everett Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to Form 8-K of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on May 26, 2016.)

2.2		First Amendment to Agreement and Plan of Merger, dated November 2, 2016, by and among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc., Everett Merger Sub Inc. and New Everett Merger Sub Inc. (Incorporated by reference to Exhibit 2.1 to Form 8-K of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on November 2, 2016.)

2.3		Second Amendment to Agreement and Plan of Merger, dated December 6, 2016, by and among Hewlett Packard Enterprise Company, Computer Sciences Corporation, Everett SpinCo, Inc., Everett Merger Sub Inc. and New Everett Merger Sub Inc. (Incorporated by reference to Exhibit 2.3 to Amendment No. 1 to the registrant’s Form 10, filed with the Securities and Exchange Commission on December 7, 2016.)†

2.4		Separation and Distribution Agreement, dated May 24, 2016, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.2 to Form 8-K of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on May 26, 2016.)

2.5		First Amendment to Separation and Distribution Agreement, dated November 2, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.2 to Form 8-K of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on November 2, 2016.)

2.6		Second Amendment to Separation and Distribution Agreement, dated December 6, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.6 to Amendment No. 1 to the registrant’s Form 10, filed with the Securities and Exchange Commission on December 7, 2016.)†

2.7		Third Amendment to the Separation and Distribution Agreement, dated January 27, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

2.8		Form of Transition Services Agreement between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.5 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)†

2.9		Form of Tax Matters Agreement, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.6 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)†

2.10		Form of Employee Matters Agreement, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.7 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

2.11		Form of Real Estate Matters Agreement between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.8 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

2.12		Form of Intellectual Property Matters Agreement, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.9 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)†


Exhibit Number		Description

3.1		Certificate of Incorporation of Everett SpinCo, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

3.2		Bylaws of Everett SpinCo, Inc. (Incorporated by reference to Exhibit 3.2 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

21.1		Subsidiaries of Everett SpinCo, Inc.

99.1		Proxy Statement/Prospectus-Information Statement.

99.2		Annual Report on Form 10-K of Computer Sciences Corporation for the fiscal year ended April 1, 2016, not including exhibits thereto. (Incorporated by reference to Form 10-K of Computer Sciences Corporation, filed with the Securities and Exchange Commission on June 15, 2016.)

99.3		Quarterly Report on Form 10-Q of Computer Sciences Corporation for the quarterly period ended July 1, 2016, not including exhibits thereto. (Incorporated by reference to Form 10-Q of Computer Sciences Corporation, filed with the Securities and Exchange Commission on August 9, 2016.)

99.4		Quarterly Report on Form 10-Q of Computer Sciences Corporation for the quarterly period ended September 30, 2016, not including exhibits thereto. (Incorporated by reference to Form 10-Q of Computer Sciences Corporation, filed with the Securities and Exchange Commission on November 4, 2016.)

99.5		Quarterly Report on Form 10-Q of Computer Sciences Corporation for the quarterly period ended December 30, 2016, not including exhibits thereto. (Incorporated by reference to Form 10-Q of Computer Sciences Corporation, filed with the Securities and Exchange Commission on February 3, 2017.)

99.6		Proxy Statement on Schedule 14A of Computer Sciences Corporation for the 2016 annual meeting of stockholders. (Incorporated by reference to Schedule 14A of Computer Sciences Corporation, filed with the Securities and Exchange Commission on June 24, 2016.)

99.7		Proxy Statement on Schedule 14A of Hewlett Packard Enterprise Company for the 2017 annual meeting of stockholders. (Incorporated by reference to Schedule 14A of Hewlett Packard Enterprise Company, filed with the Securities and Exchange Commission on February 6, 2017.)

99.8		Form of Articles of Incorporation of Everett SpinCo, Inc. following the Merger (Incorporated by reference to Exhibit 99.5 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

99.9		Form of Bylaws of Everett SpinCo, Inc. following the Merger (Incorporated by reference to Exhibit 99.6 to the registrant’s Form 10, filed with the Securities and Exchange Commission on November 2, 2016.)

†	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.