Current Report Filing (8-k)
June 15 2015 - 2:57PM
Edgar (US Regulatory)
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
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Date of Report (Date of earliest event reported): June 10, 2015 |
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COMPUTER SCIENCES CORPORATION | |
(Exact name of Registrant as specified in its charter) | |
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Nevada | 1-4850 | 95-2043126 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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3170 Fairview Park Drive | 22042 |
Falls Church, Virginia | (Zip Code) |
(Address of Principal Executive Offices) | |
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Registrant’s telephone number, including area code (703) 876-1000 |
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Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
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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): |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2015, the Board of Directors (the "Board") of Computer Sciences Corporation (the "Company") appointed Mr. Sachin Lawande as a member of the Board. Mr. Lawande will serve on the Company's Compensation Committee. Mr. Lawande will participate in the Company’s compensation program for non-employee directors. In addition, he executed the Company’s standard form of non-employee director indemnification agreement. The form of the indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 22, 2010.
Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company's Board has approved an amendment to Section 1 of Article III of the Company’s Bylaws to increase the authorized number of directors from eight to nine effective June 10, 2015. The text of Section 1 of Article III of the Company’s Bylaws, as amended reads as follows:
“The exact number of directors that shall constitute the authorized number of members of the Board shall be nine (9), all of whom shall be at least 18 years of age. The authorized number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3) by resolution of the directors of the Corporation amending this Section of these Bylaws in compliance with Article VIII, Section 2 of these Bylaws. Except as provided in Section 2 of this Article III, each director elected shall hold office until his or her successor is elected and qualified or until his earlier death, removal or resignation. Directors need not be stockholders.”
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed herewith.
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Exhibit No. | | Description of Exhibit |
3.2.1 | | Certificate of Amendment to Section 1 of Article III of the Bylaws |
99.1 | | Press Release |
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.
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| | | COMPUTER SCIENCES CORPORATION |
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Dated: June 15, 2015 | | By: | /s/ Paul N. Saleh |
| | | Paul N. Saleh |
| | | Executive Vice President and Chief Financial Officer |
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Exhibit No. | | Description of Exhibit |
3.2.1 | | Certificate of Amendment to Section 1 of Article III of the Bylaws |
99.1 | | Press Release |
Exhibit 3.2.1
COMPUTER SCIENCES CORPORATION
CERTIFICATE OF AMENDMENT OF BYLAWS
The undersigned, who is the duly elected Secretary of Computer Sciences Corporation, a Nevada corporation (the “Company”), does hereby certify that the Bylaws of the Corporation were amended, at a meeting of the Board of Directors of the Corporation as follows:
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| 1) | Section 1 of Article III of the Bylaws of the Corporation was amended and restated to read in its entirety as follows: |
“The exact number of directors that shall constitute the authorized number of members of the Board shall be nine (9), all of whom shall be at least 18 years of age. The authorized number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3) by resolution of the directors of the Corporation amending this Section of these Bylaws in compliance with Article VIII, Section 2 of these Bylaws. Except as provided in Section 2 of this Article III, each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.”
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| 2) | The foregoing amendment to the Bylaws of the Corporation has not been modified, amended, rescinded, or revoked and remains in full force and effect on the date hereof. |
In Witness Whereof, the undersigned, in his capacity as the Secretary of the Company, has executed this Certificate of Amendment of Bylaws as of June 10, 2015.
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/s/ William L. Deckelman, Jr. |
William L. Deckelman Jr., Executive Vice President, General Counsel & Secretary |
Exhibit 99.1
FALLS CHURCH, Va., June 11, 2015--CSC (NYSE: CSC) today announced that Sachin Lawande has been elected to the company’s Board of Directors and appointed as a member of the Compensation Committee.
Lawande, 48, was recently named chief executive officer of Visteon Corp., effective June 29. Previously he was president of the Infotainment Division of Harman International Industries. Prior to that Lawande served as chief innovation officer, chief technology officer, and co-president of Harman's Automotive Division, responsible for guiding software strategy, development partnerships, and key customer relationships. He was instrumental in launching an offshore development center in India as part of Harman's strategy for optimizing its global engineering footprint.
“We are pleased to welcome Sachin to the CSC board of directors,” said CSC Chairman Rodney F. Chase. “Sachin’s depth of experience, industry knowledge and global perspective will be valuable assets as CSC continues on its transformational journey.”
Prior to joining Harman International in 2006, Lawande held senior roles at QNX Software Systems and 3Com Corporation. Before joining QNX, he was responsible for the development of networking and consumer electronics systems at corporate giants such as AT&T Bell Labs, U.S. Robotics, and 3Com. Lawande has a wealth of experience in developing embedded systems and software and holds four patents in communications software.
Lawande holds a master's degree in electrical engineering from Southern Illinois University at Edwardsville and a bachelor's degree in electronics and telecommunications from Bombay University in India.
About CSC
Computer Sciences Corporation (CSC) is a global leader of next generation information technology (IT) services and solutions. The Company's mission is to enable superior returns on our clients’ technology investments through best-in-class industry solutions, domain expertise and global scale. CSC has approximately 70,000 employees and reported revenue of $12.2 billion for the 12 months ended April 3, 2015. For more information, visit the company's website at www.csc.com.
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