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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): October 3, 2001
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.
Reference is hereby made to the Registration Statement on Form
S-3 filed with the Securities and Exchange Commission (the "Commission") on
August 30, 2001 (Commission File No. 333-68656) (the "Registration Statement")
and declared effective by the Commission on September 24, 2001, pursuant to
which Affiliated Computer Services, Inc. (the "Company"), ACS Trust I and ACS
Trust II registered $1,500,000,000 aggregate initial offering price of their
respective securities, for offer and sale in accordance with applicable
provisions of the Securities Act of 1933, as amended.
On October 3, 2001, the Company entered into an Underwriting
Agreement (the "Underwriting Agreement") with Bear, Stearns & Co. Inc., as
representative of the several underwriters named therein (collectively, the
"Underwriters"), in connection with the public offering by the Company of an
aggregate of 9,200,000 shares (the "Shares") of the Company's Class A common
stock, $0.01 par value per share (the "Class A Common Stock"), which number of
shares includes the Underwriters' initial commitment to purchase 8,000,000
shares and, pursuant to the exercise of the Underwriters' over-allotment option,
an additional 1,200,000 shares. The Shares were covered by the Registration
Statement. The Underwriting Agreement in the form in which it was executed is
filed herewith as Exhibit 1.1.
On October 10, 2001, the Company consummated the public
offering of the Shares in exchange for net proceeds of approximately $715
million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
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1.1 Underwriting Agreement, dated October 3, 2001, between Affiliated
Computer Services, Inc. and Bear, Stearns & Co. Inc., as representative
of the underwriters named therein.
99.1 Press Release dated as of October 10, 2001 (pursuant to SEC
Regulations, furnished herewith only and not filed).
ITEM 9. REGULATION FD DISCLOSURE.
In connection with the public offering of the Shares described
in Item 5 above, the Company issued a press release on October 10, 2001. The
Company hereby incorporates by reference into this Item 9 the information set
forth in such press release, a copy of which is furnished herewith as Exhibit
99.1 and shall not be deemed to be filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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: October 15, 2001.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement, dated October 3, 2001, between Affiliated
Computer Services, Inc. and Bear, Stearns & Co. Inc., as representative
of the underwriters named therein.
99.1 Press Release dated as of October 10, 2001 (pursuant to SEC
Regulations, furnished herewith only and not filed).
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