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): November 24, 2015

 
 
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.)
 
 
 
 
3170 Fairview Park Drive
22042
Falls Church, Virginia
(Zip Code)
(Address of Principal Executive Offices)
 
 
Registrant’s telephone number, including area code (703) 876-1000
 
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 7.01.    Regulation FD Disclosure

On November 24, 2015, Computer Sciences Corporation (the "Company") issued a press release reporting that it had entered into a Scheme Implementation Deed (the "Deed") to acquire the shares of UXC Limited, an Australian publicly owned IT Services Company.
A copy of the press release is attached hereto as Exhibit 99.1.
This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

All statements in this report that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in the Company's Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings.  The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.


Item 9.01    Financial Statements and Exhibits
(d) The following exhibit is filed herewith.

Exhibit No.
Description
99.1
Press Release, dated November 24, 2015, entitled “CSC CONFIRMS AGREEMENT TO ACQUIRE AUSTRALIA’S UXC LIMITED” (furnished herewith)





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: November 25, 2015
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 November 24, 2015, entitled “CSC CONFIRMS AGREEMENT TO ACQUIRE AUSTRALIA’S UXC LIMITED” (furnished herewith)








Exhibit 99.1

CSC CONFIRMS AGREEMENT TO ACQUIRE AUSTRALIA’S UXC LIMITED

FALLS CHURCH, VA, Nov. 24, 2015-CSC (NYSE: CSC) today confirmed that it has entered into a binding Scheme of Implementation agreement to acquire the shares of UXC Limited (ASX: UXC), a leading IT services company based in Australia.

CSC will acquire 100 percent of the issued capital of UXC for a cash consideration of A$1.22 per share. In addition, UXC will pay a franked dividend of A$0.02 cash per share for the half year ending Dec. 31, 2015. The news follows a period of due diligence that began with an announcement by the two companies in early October.

Based on 345 million shares of UXC outstanding, the total value of the transaction would be approximately A$427.6 million (US$307.9 million) upon completion. The transaction is subject to approval by UXC shareholders, followed by the customary regulatory and court approvals for transactions of this type in Australia. The transaction timeline is expected to conclude by February 2016.

UXC is Australia’s largest independent and publicly owned IT services company, with reported fiscal 2015 annual revenues of A$686 million (US$493.9 million) and nearly 3,000 employees. The company is a regional leader in enterprise application capabilities, including Microsoft Dynamics, SAP, Oracle and ServiceNow implementations.

“We look forward to the prospect of the UXC team joining CSC,” said Mike Lawrie, CSC’s president and CEO. “The addition of UXC would continue the process of rebalancing our offering portfolio and strengthening our global commercial business. UXC’s application platform capabilities - combined with CSC’s existing strengths in cloud, cyber, and big data - would enhance what the two companies already deliver to clients in the region.”

A combined CSC-UXC would be among the region’s largest IT service companies, based on revenues. The combination would offer an expanded client base and deeper industry expertise for both firms.

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 us at www.csc.com.
 
Forward-looking Statements
All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent the Company’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in CSC’s Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.

###

Contacts
Rich Adamonis, Global Media Relations, CSC, 862.228.3481, radamonis@csc.com
Sheila Dhillon, Media Relations, +61.423.884.848, sdhillon@csc.com
Neil DeSilva, Investor Relations, 703.641.3000, neildesilva@csc.com




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