UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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):
May 25, 2005
Affiliated Computer Services, Inc.
| Delaware | 1-12665 | 51-0310342 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c)) |
| Item 1.01 | ||||||||
| Item 9.01 | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Amendment to Purchase Agreement | ||||||||
| Item 1.01 | Entry into a Material Definitive Agreement |
On May 25, 2005, Affiliated Computer Services, Inc. (the “Company”) and certain of its indirect wholly-owned subsidiaries and Mellon Financial Corporation (“Mellon”) and certain of its indirect wholly-owned subsidiaries amended that certain Stock Purchase Agreement dated as of March 15, 2005 pursuant to which the Company acquired all of the issued and outstanding stock of Mellon Human Resources & Investor Solutions Inc., a wholly-owned subsidiary of Mellon (the “Amendment”). Pursuant to the Amendment, the Company and Mellon agreed, among other things, to reduce the purchase price for the human resources consulting and outsourcing businesses of Mellon from approximately $445 million to approximately $405 million, excluding transaction-related costs. The description set forth in this Item 1.01 is general in nature and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 2.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits. |
| EXHIBIT NUMBER |
DESCRIPTION | |||
| 2.1 | Amendment No. 1 to Purchase Agreement, dated as of May
25, 2005, among Mellon Financial Corporation, Mellon
Consultants European Holdings Limited, Affiliated
Computer Services, Inc., ACS Business Process
Solutions Limited and Affiliated Computer Services of
Germany GmbH. |
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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.
| AFFILIATED COMPUTER SERVICES, INC. |
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| Date: May 31, 2005 | By: | /s/ WARREN D. EDWARDS | ||
| Name: | Warren D. Edwards | |||
| Title: | Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit | ||||
| Number | Description | |||
| 2.1 | Amendment No. 1 to Purchase Agreement, dated as of May 25, 2005, among Mellon Financial
Corporation, Mellon Consultants European Holdings Limited, Affiliated Computer Services, Inc.,
ACS Business Process Solutions Limited and Affiliated Computer Services of Germany GmbH. |
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