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): March 27, 2017
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COMPUTER SCIENCES CORPORATION (Exact name of Registrant as specified in its charter) |
| Nevada | 1-4850 | 95-2043126 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1775 Tysons Boulevard | ||
| Tysons, Virginia | 22102 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (703) 245-9675
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):
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The special meeting of the shareholders of Computer Sciences Corporation (“CSC”) was held on March 27, 2017. CSC previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the meeting, which describe in detail each of the three proposals submitted to shareholders at the meeting. The certified results of the matters voted upon at the special meeting, which are more fully described in the definitive proxy statement, are as follows:
| 1. | Proposal to Approve the Plan of Merger Contemplated by the Merger Agreement: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 119,933,361 | 954,727 | 641,595 | ||||||||
The proposal was approved, having received “FOR” votes from a majority of the shares of CSC common stock entitled to vote on the proposal.
| 2. | Proposal to Approve, on an Advisory Basis, Certain Merger-Related Compensation of CSC’s Named Executive Officers: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 101,240,444 | 19,365,987 | 923,252 | ||||||||
The proposal was approved, having received “FOR” votes from a majority of the shares of CSC common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.
| 3. | Proposal to Adjourn or Postpone the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies if There are Not Sufficient Votes at the Time of the Special Meeting to Approve Proposal 1: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 112,497,181 | 8,147,433 | 885,069 | ||||||||
The proposal was approved, having received “FOR” votes from a majority of the shares of CSC common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.
Item 8.01 Other Events.
On March 27, 2017, CSC issued a press release announcing the results of the voting at the special meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed herewith.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 27, 2017 | |
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 thereto duly authorized.
| COMPUTER SCIENCES CORPORATION | ||||||
| Dated: March 27, 2017 | By: /s/ Paul N. Saleh | |||||
| Paul N. Saleh | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 27, 2017 | |
Exhibit 99.1
CSC Shareholders Vote Overwhelmingly in Favor
of Merger with HPE Enterprise Services
TYSONS, Va., March 27, 2017—CSC (NYSE: CSC) today announced that shareholders have voted to approve the company’s proposed merger with the Enterprise Services business of Hewlett Packard Enterprise (NYSE: HPE).
The proposed merger, which was announced in late May 2016, will create the world’s leading independent, end-to-end IT services company. Approximately 84.92 percent of the outstanding shares of CSC common stock voted in favor of the merger, representing approximately 98.68 percent of the votes cast at the special meeting. The final voting results will be disclosed in a Current Report on Form 8-K, to be filed with the Securities and Exchange Commission.
“On behalf of the CSC Board of Directors, I would like to thank our shareholders for their overwhelming support for the merger and throughout our business transformation,” said Mike Lawrie, CSC chairman, president and CEO. “Our new company, DXC Technology, will be uniquely positioned to lead client digital transformations – creating greater value for clients, partners and shareholders, and presenting new growth opportunities for our people.”
ABOUT CSC
CSC (NYSE: CSC) leads clients on their digital transformation journeys. The company provides innovative next-generation technology services and solutions that leverage deep industry expertise, global scale, technology independence and an extensive partner community. CSC serves leading commercial and international public sector organizations throughout the world. CSC is a Fortune 500 company and ranked among the best corporate citizens. For more information, visit the company’s website at www.csc.com.
Contacts
| • | Richard Adamonis, Corporate Media Relations, 862-228-3481, radamonis@csc.com |
| • | Neil DeSilva, Global M&A and Investor Relations, 703-245-9700, neildesilva@csc.com |