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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): February 5, 2002
Affiliated Computer Services, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0-24787 51-0310342
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2828 NORTH HASKELL AVENUE, DALLAS, TEXAS 75204
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (214) 841-6111
NOT APPLICABLE
(Former name or former address if changed from last report)
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ITEM 5. OTHER EVENTS.
On February 5, 2002, the Board of Directors of Affiliated
Computer Services, Inc. ("ACS") approved an amendment (the "Amendment") to ACS'
First Amended and Restated Rights Agreement, dated as of April 2, 1999 (as
amended by the Amendment, the "Rights Agreement"), between ACS and First City
Transfer Company, as Rights Agent. Capitalized terms used and not otherwise
defined herein have the meanings set forth in the Rights Agreement. The
Amendment modifies the procedure for giving notice upon the occurrence of
certain events, so that if one of those events occurs prior to a Distribution
Date, then notice may be made through a public filing with the Securities and
Exchange Commission rather than requiring that a notice be mailed to all ACS
shareholders or holders of the Rights Certificates. ACS is filing this current
report with the Securities and Exchange Commission in order to comply with such
amended notice requirements. A copy of the Amendment is included as Exhibit 4.1
to this current report and is incorporated herein by reference.
As a result of ACS' previously announced two-for-one split of
its outstanding Class A Common Stock and Class B Common Stock, to be implemented
in the form of a 100% stock dividend payable on February 22, 2002 to Class A and
Class B stockholders of record as of the close of business on February 15, 2002
(the "Stock Split"), and in accordance with the terms of the Rights Agreement,
the Purchase Price payable by a holder of each Rights Certificate upon his
exercise of the related Right will be proportionately decreased from $150.00 to
$75.00, subject to further adjustment from time to time in accordance with the
terms of the Rights Agreement. As required by the terms of the Rights Agreement,
each share of Class A Common Stock and Class B Common Stock issued in connection
with the Stock Split will also represent a corresponding Right.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
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4.1 Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of February 5, 2002, between Affiliated Computer
Services, Inc. and First City Transfer Company, as Rights
Agent.
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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.
By: /s/ Warren Edwards
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Name: Warren Edwards
Title: Executive Vice President
and Chief Financial Officer
Date: February 5, 2002.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of February 5, 2002, between Affiliated Computer
Services, Inc. and First City Transfer Company, as Rights
Agent.
4