-----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, QihtA5b5wTeFuWMRA4xl9Q45fm1BFBs1QKsiM+JnhpRpO70JrwiSMkPcglnMRFnl uf5mTOJoHCzdfN14hDRNmw== 0000950134-06-014985.txt : 20060807 0000950134-06-014985.hdr.sgml : 20060807 20060807085547 ACCESSION NUMBER: 0000950134-06-014985 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 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: 061007371 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 d38531e8vk.htm FORM 8-K e8vk
 

 
 
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
Date of Report (Date of earliest event reported):
August 7, 2006
Affiliated Computer Services, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   1-12665   51-0310342
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
2828 North Haskell Avenue
Dallas, Texas 75204

(Address of principal executive offices, including zip code)
(214) 841-6111
(Registrant’s telephone number including area code)
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:
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-14(c) under the Exchange Act (17 CFR 240.13e-14(c))
 
 

 


 

Item 2.02 Results of Operations and Financial Condition.
     On August 7, 2006, Affiliated Computer Services, Inc. (the “Company”) issued a press release updating the stock option investigation. A copy of such press release is attached as Exhibit 99.1 and which press release is deemed to be “filed” under the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
     Exhibit 99.1 referenced below and the information set forth therein is 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 August 7, 2006-“ACS Update Regarding Stock Option Investigation”.

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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.
         
  AFFILIATED COMPUTER SERVICES, INC.


Date: August 7, 2006
         
   
  By:   /s/ WARREN D. EDWARDS    
    Name:   Warren D. Edwards   
    Title:   Executive Vice President and
Chief Financial Officer 
 

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EXHIBIT INDEX
         
Exhibit    
Number   Description
  99.1    
Affiliated Computer Services, Inc. Press Release dated August 7, 2006 — “ACS Update Regarding Stock Option Investigation”

4

EX-99.1 2 d38531exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
FOR IMMEDIATE RELEASE
     
Analyst Contact   Media Contact
Warren Edwards
  Lesley Pool
Executive Vice President/
  Senior Vice President/
Chief Financial Officer
  Chief Marketing Officer
Affiliated Computer Services, Inc.
  Affiliated Computer Services, Inc.
214-841-8082
  214-841-8028
warren.edwards@acs-inc.com
  lesley.pool@acs-inc.com
ACS Update Regarding Stock Option Investigation
DALLAS, TEXAS: August 7, 2006 — Affiliated Computer Services, Inc., (NYSE: ACS), a premier provider of business process outsourcing and information technology solutions announced, as previously disclosed in the Company’s SEC filings, that the Company is conducting an internal investigation into its historical stock option practices during the period 1994 to date in response to a pending informal investigation by the Securities and Exchange Commission and a grand jury subpoena issued by the United States Attorney for the Southern District of New York. The Company is cooperating with these governmental investigations. The Company is providing this update as it will not be addressing this matter on the Company’s fourth quarter of fiscal year 2006 earnings conference call on Wednesday, August 9, 2006. Further, when announced later this week, the Company’s results for both the fourth quarter and total fiscal year 2006 will not take into consideration the resolution of the stock-based compensation charge related to the investigation.
ACS’ internal investigation is being conducted under the direction of its Board of Directors utilizing the Company’s regular outside legal counsel, which was not involved in the Company’s historical stock option grant processes, and specially-engaged outside legal counsel. Members of the ACS Audit Committee have also been monitoring the investigation, and since late July 2006 the Audit Committee has been utilizing its own specially-engaged independent outside legal counsel for this purpose. ACS currently believes that its internal investigation should be substantially complete during September 2006. Following the completion of its internal investigation, ACS intends to announce updated findings therefrom, including (i) an updated summary of the Company’s historical stock option practices, (ii) an updated estimate of the cumulative pretax stock-based compensation charge that will be required as a result of such practices, (iii) whether the updated charge will require the restatement of any prior period financial statements, and (iv) the likely impact of such practices on any related tax deductions previously claimed by the Company. The Company’s previously disclosed preliminary findings regarding these matters were set forth in Note 3 to its consolidated financial statements included in its Form 10-Q for the quarterly period ended March 31, 2006. The information set forth in that note, which can no longer be relied upon, will be superceded by the Company’s updated announcement. All other portions of that Form 10-Q remain unchanged and continue to be reliable, including the financial statements and other notes thereto included therein which did not give effect to the information set forth in Note 3 due to the preliminary nature thereof.
ACS, a FORTUNE 500 company with more than 55,000 people supporting client operations in nearly 100 countries, provides business process outsourcing and information technology

 


 

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.
     All statements in this news release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth in the Company’s prior filings with the Securities and Exchange Commission, including those set forth under the caption “Risk Factors” in the most recent quarterly report on Form 10-Q filed on May 15, 2006. In addition, we operate in a highly competitive and rapidly changing environment, and new risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise any forward-looking statement.
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