form8k.htm
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):
December
13, 2009
Affiliated
Computer Services, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-12665
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51-0310342
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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))
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Item
8.01 Other Events.
On
December 13, 2009, Affiliated Computer Services, Inc. (“ACS”), Xerox Corporation
(“Xerox”), plaintiffs and certain other parties named in a class action filed by
ACS shareholders in the Delaware Court of Chancery related to Xerox’s proposed
acquisition of ACS (the “Merger”) entered into a Stipulation and Proposed Order
(the “Stipulation”), a copy of which is attached as Exhibit 99.1 to this report.
On December 14, 2009, the parties to the Stipulation will submit the Stipulation
to the Delaware Court of Chancery.
Under
the Stipulation, the plaintiffs agreed not to take any action to prevent or
delay the Merger from closing, and the parties to the merger agreement agreed to
amend the merger agreement so that, in order to complete the Merger, ACS must
receive approval of the holders of a majority of the outstanding shares of
ACS Class A common stock (other than the shares held by holders of ACS Class B
common stock). Post-closing monetary damage claims remain
outstanding.
Additional
Information
The
proposed merger transaction involving Xerox and ACS will be submitted to the
respective stockholders of Xerox and ACS for their consideration. In connection
with the proposed merger, Xerox filed with the SEC a registration statement on
Form S-4 that included a preliminary joint proxy statement of Xerox and ACS that
also constitutes a preliminary prospectus of Xerox and each of the companies may
be filing with the SEC other documents regarding the proposed transaction. ACS
will mail the definitive joint proxy statement/prospectus to its stockholders.
Xerox and ACS urge investors and security holders to read the definitive joint
proxy statement/prospectus regarding the proposed transaction before making any
voting or investment decision when it becomes available because it will contain
important information. You may obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
Xerox and ACS, without charge, at the SEC’s Internet site (http://www.sec.gov).
Copies of the definitive joint proxy statement/prospectus and the filings with
the SEC that will be incorporated by reference in the definitive joint proxy
statement/prospectus can also be obtained, when available, without charge, from
Xerox’s website, www.xerox.com, under the heading “Investor Relations” and then
under the heading “SEC Filings”. You may also obtain these documents, without
charge, from ACS’s website, www.acs-inc.com, under the tab “Investor Relations”
and then under the heading “SEC Filings”.
Xerox,
ACS and their respective directors, executive officers and certain other members
of management and employees may be deemed to be participants in the solicitation
of proxies from the respective stockholders of Xerox and ACS in favor of the
merger. Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the respective stockholders of
Xerox and ACS in connection with the proposed merger are set forth in the
preliminary joint proxy statement/prospectus filed with the SEC. You can find
information about Xerox’s executive officers and directors in its definitive
proxy statement filed with the SEC on April 6, 2009. You can find information
about ACS’s executive officers and directors in its annual report on Form 10-K
filed with the SEC on August 27, 2009. You can obtain free copies of these
documents from Xerox and ACS websites using the contact information
above.
Item 9.01
Financial Statements and Exhibits.
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EXHIBIT
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NUMBER
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DESCRIPTION
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99.1
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Stipulation
and Proposed Order, dated as of December 13,
2009.
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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.
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AFFILIATED
COMPUTER SERVICES, INC. |
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Date:
December 14, 2009
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By:
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/s/
Kevin Kyser |
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Name: |
Kevin
Kyser |
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Title: |
Executive
Vice President and |
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Chief Financial Officer |
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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99.1
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Stipulation
and Proposed Order, dated as of December 13,
2009.
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