-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wxv0rDLiD6xgIpxvjnfuXesUTKDjHXUVGaxR8O+PyISG3U+GL8xVSK7OBP7gDicY 3SK4fAzuZokaMkDRM+BAcg== 0000950134-03-012766.txt : 20030916 0000950134-03-012766.hdr.sgml : 20030916 20030915173415 ACCESSION NUMBER: 0000950134-03-012766 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030911 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFFILIATED COMPUTER SERVICES INC CENTRAL INDEX KEY: 0000002135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 510310342 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12665 FILM NUMBER: 03896402 BUSINESS ADDRESS: STREET 1: 2828 N HASKELL AVE STREET 2: PO BOX 219002 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2148416111 MAIL ADDRESS: STREET 1: 2828 N HASKELL CITY: DALLAS STATE: TX ZIP: 75204 FORMER COMPANY: FORMER CONFORMED NAME: ACS INVESTORS INC DATE OF NAME CHANGE: 19940603 FORMER COMPANY: FORMER CONFORMED NAME: AFFILIATED COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19721130 8-K 1 d09070e8vk.htm FORM 8-K e8vk
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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 11, 2003

Commission file number 0-24787

AFFILIATED COMPUTER SERVICES, INC.

(Exact name of registrant as specified in its charter)
     
Delaware   51-0310342

 
(State or other Jurisdiction of Incorporation)   (IRS Employer Identification No.)

2828 NORTH HASKELL
DALLAS, TEXAS 75204
(Address of principal executive offices)
(Zip Code)

(214) 841-6111
(Registrant’s telephone number, including area code)

 


ITEM 5. OTHER EVENTS
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9. REGULATION FD DISCLOSURES
SIGNATURES
INDEX TO EXHIBITS
EX-99.1 Press Release


Table of Contents

ITEM 5. OTHER EVENTS

     On today's date, the Registrant announced the appointment of new directors and changes to the corporate governance policies necessary to adopt certain provisions of the Sarbanes-Oxley Act of 2002 and the proposed New York Stock Exchange listing standards. The changes announced include the retirement of Peter Bracken, Henry Hortenstine and Clifford Kendall as members of the Board of Directors. In addition, one inside director – William L. Deckelman, Jr. has resigned as director, but will continue as the Registrant's Executive Vice President and General Counsel. The Registrant announced that J. Livingston Kosberg and Dennis McCuistion have been elected to the Board of Directors. In addition, the Registrant announced the adoption of Corporate Governance Guidelines.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibit referenced below and the information set forth therein is deemed to be furnished pursuant to Item 9 hereof and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

     (c) Exhibits

     
EXHIBIT    
NUMBER   DESCRIPTION

 
99.1   Affiliated Computer Services, Inc. Press Release dated September 15, 2003.

ITEM 9. REGULATION FD DISCLOSURES

     The Registrant hereby incorporates by reference into this Item 9 the information set forth in its press release dated September 15, 2003, a copy of which is furnished herewith as Exhibit 99.1.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release attached as Exhibit 99.1 is deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.


Page 2

 


Table of Contents

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.

         
Dated: September 15, 2003   AFFILIATED COMPUTER SERVICES, INC.
         
    By:   /s/ WARREN D. EDWARDS
       
    Name:
Title:
  Warren D. Edwards
Executive Vice President and
Chief Financial Officer


Page 3

 


Table of Contents

INDEX TO EXHIBITS

     
Exhibit No.   Description

 
99.1   Affiliated Computer Services, Inc. Press Release dated September 15, 2003


Page 4

  EX-99.1 3 d09070exv99w1.htm EX-99.1 PRESS RELEASE exv99w1

 

     Exhibit 99.1

FOR IMMEDIATE RELEASE

     
Investor Relations Contact   Media Contact

 
Warren Edwards
Executive Vice President/
Chief Financial Officer
ACS, Inc.
214-841-8082
warren.edwards@acs-inc.com
  Lesley Pool
Senior Vice President/
Chief Marketing Officer
ACS, Inc.
214-841-8028
lesley.pool@acs-inc.com

ACS Appoints New Board Members and Announces Changes
to Corporate Governance Policies

DALLAS, TEXAS: September 15, 2003 – ACS (NYSE: ACS), a premier provider of business process and information technology outsourcing solutions, announced today that it has appointed two new Directors to its Board and has proactively adopted New York Stock Exchange and Sarbanes-Oxley requirements, approving a number of changes to its corporate governance policies using best-practice standards. The two new members joining ACS’ Board of Directors are J. Livingston Kosberg and Dennis McCuistion.

“We are delighted with the caliber and expertise of ACS’ newest Board members,” said Darwin Deason, ACS Chairman of the Board. “We believe that Livingston and Dennis bring a wealth of business experience and hands-on operational expertise. They will be of great value to ACS as we focus on our continued successful growth and expansion. We also feel that the proactive changes we’re making to our governance policies ensure ACS applies the best, most current standards for review, audit compliance, and other governance matters.” Mr. Deason continued, “ I would also like to take this opportunity to sincerely thank our retiring Board members which include Pete Bracken, Cliff Kendall, and Henry Hortenstine for their valuable years of service and their contributions in helping oversee ACS’ tremendous growth.”

J. Livingston Kosberg has an impressive career as an entrepreneur, having started nearly fifteen businesses and taken four of them public. The Houston, Texas, resident has been involved in a variety of industries including healthcare, finance, and construction. Mr. Kosberg established the National Geriatric Centers in the early 60s. In 1971, with two partners, he formed and took public Gulf Republic Financial, a savings and loan and mortgage holding company of which he was Chairman of the Board. In the late 90s, he formed and became CEO of U.S. Physical Therapy. In 1983, Texas Governor Mark White appointed Kosberg Chairman of the Board of the Texas Board of Human Services.

 


 

He has also served on the Board of Trustees of both the Texas Cancer Council and the Houston Grand Opera, and is a past president of the Jewish Federation of Greater Houston.

Dennis McCuistion began his career in banking in 1964 at the First Bank and Trust in Richardson, Texas, where he rose to the position of Senior Vice President. From 1972 to 1975 he was President of the American Bank in Irving, Texas, and for the past 26 years, he has been President of McCuistion & Associates, providing consulting services to banks and businesses. Since 1990, Mr. McCuistion has served as executive producer and host of the nationally syndicated, award-winning McCuistion Program on PBS. McCuistion has also been an instructor for the American Institute of Banking for twenty years, and has been a faculty member for the Graduate School of Banking of the South, the Graduate School of Banking in Madison, Wisconsin, and the Southwestern Graduate School of Banking at Southern Methodist University. He’s a member of the National Association of Corporate Directors and the International Association of Facilitators.

The appointments of Kosberg and McCuistion are a direct result of ACS’ decision to proactively adopt New York Stock Exchange and Sarbanes-Oxley standards and shift the board composition to be comprised of a majority of outside directors. The Board of Directors will now be comprised of four outside directors and three inside directors. In addition to Mr. Kosberg and Mr. McCuistion, the other two outside directors will be Mr. Frank Rossi and Mr. Joe O’Neill. Both Mr. Rossi and Mr. O’Neill have served as outside directors of ACS since 1994. ACS’ inside directors will include Darwin Deason, Chairman of the Board; Jeff Rich, Chief Executive Officer; and Mark King, President and Chief Operating Officer. All Directors will stand for reelection at the Company’s upcoming Annual Meeting of stockholders on October 30, 2003. Former Directors, including Pete Bracken and Cliff Kendall, who joined the Board concurrent with ACS’ acquisition of Computer Data Systems in 1997, as well as Henry Hortenstine, a former Executive Officer of the Company, have retired from the Board. William Deckelman has relinquished his Board seat, but will continue as ACS’ Executive Vice President and General Counsel.

In addition to changing the composition of the Board to a majority of outside directors, the ACS Board of Directors is implementing a variety of best-practice changes to ACS’ corporate governance policies relative to board responsibilities, audit practices, and review guidelines. These changes generally include:

    Adoption of corporate governance guidelines

    Submission of auditors to shareholders for approval annually

    Adoption of auditor rotation policy

    Formation of a Nominating and Corporate Governance Committee of the Board of Directors comprised solely of outside Directors

    Institution of stock ownership guidelines for both Directors and Executive Officers

    Prohibition on stock option repricing

 


 

    Formalization of the ability of outside Directors and Board Committees to retain outside advisors

    Formation of a Compensation Committee comprised solely of outside Directors

    Performance of periodic formal Board evaluation

    Limitation of the number of additional company boards a Director may serve on to a maximum of four

As a result of the change in ACS’ corporate governance, ACS’ “Corporate Governance Quotient,” as recently reported by Institutional Shareholder Services, was approximately 94%, placing ACS in the top 10% within its Industry grouping.

The Corporate Governance Guidelines are available on ACS’ website. The company is planning to review its governance periodically and, where appropriate, may choose to further refine its policies.

ACS, a Fortune 500 company with more than 40,000 people supporting operations in nearly 100 countries, provides business process and information technology outsourcing solutions to world-class commercial and government clients. The company’s Class A common stock trades on the New York Stock Exchange under the symbol “ACS.” ACS makes technology work. Visit ACS on the Internet at www.acs-inc.com.

The statements in this news release that do not directly relate to historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous risks and uncertainties, many of which are outside the Company’s control. As such, no assurance can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Factors could cause actual results to differ materially from such forward-looking statements. For a description of these factors, see the Company’s prior filings with the Securities and Exchange Commission, including the most recent Form 10-K. ACS disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future event, or otherwise.

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