s8pos.htm
As
filed with the Securities and Exchange Commission on February 8,
2010
Registration
No. 333-42385
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment
No. 3 to
Form
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
AFFILIATED
COMPUTER SERVICES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation or organization)
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51-0310342
(I.R.S.
Employer Identification No.)
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2828
North Haskell Avenue
Dallas,
Texas 75204
(Address
of Principal Executive Offices)
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Affiliated
Computer Services, Inc. 1997 Stock Incentive Plan
Computer
Data Systems, Inc. 1991 Long-Term Incentive Plan
(Full
title of the plans)
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Tas
Panos, Esq.
General
Counsel
Affiliated
Computer Services, Inc.
2828
North Haskell Avenue
Dallas,
Texas 75204
(214)
841-6111
(Name,
address and telephone number, including area code, of agent for
service)
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
| Large accelerated
filer |
x |
Accelerated filer |
o |
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| Non-accelerated
filer |
o(Do not check if a
smaller reporting company) |
Smaller reporting
company |
o |
EXPLANATORY
NOTE
Deregistration
of Securities
This
Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) to the Form S-8
Registration Statement, Registration No. 333-42385, filed on December 16,
1997 (the “Registration Statement”) and last amended on December 6, 2005, which
registered an aggregate amount of 4,806,849 shares of Class A Common Stock of
Affiliated Computer Services, Inc. (the “Company”), par value $0.01 per share,
and Class A Common Stock Purchase Rights attached to and trading with the Class
A Common Stock, is being filed in order to deregister securities remaining under
such Registration Statement.
On
September 27, 2009, the Company, Xerox Corporation (“Xerox”) and Boulder
Acquisition Corp. (“Boulder”) entered into a merger agreement, as amended by
Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 13,
2009 (the “Merger Agreement”), whereby the Company merged with and into Boulder
(the “Merger”), with Boulder continuing as the surviving company and a
wholly-owned subsidiary of Xerox. The Certificate of Merger was filed with the
Secretary of State of the State of Delaware and became effective at 4:30 p.m.,
Eastern Standard Time, on February 5, 2010.
As a
result of the Merger, the Company has terminated all offerings of its securities
pursuant to its existing registration statements, including the Registration
Statement. Accordingly, pursuant to Item 512(a)(3) of Regulation S-K, the
Company hereby removes from registration any and all securities of the Company
previously registered but not sold or otherwise issued under the Registration
Statement as of the filing of this Post-Effective Amendment.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing this Post-Effective Amendment No. 3 to Form S-8 Registration Statement
and has duly caused this Post-Effective Amendment No. 3 to Form S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this February 8,
2010.
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AFFILIATED
COMPUTER SERVICES, INC. |
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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 Chief Financial Officer |
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