DXC TECHNOLOGY COMPANY (NYSE:CSC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry Into a Material Definitive Agreement.
Separation-Related Agreements
On March31, 2017, DXC Technology Company, formerly known as
Everett SpinCo, Inc. (DXC), entered into several
agreements with Hewlett Packard Enterprise Company
(HPE) and Computer Sciences Corporation
(CSC) that set forth the principal actions taken
or to be taken in connection with HPEs spin-off of DXC (the
Spin-Off) and that govern the relationship of
the parties following the Spin-Off, including the following:
| an Employee Matters Agreement; |
| a Tax Matters Agreement; |
| an Intellectual Property Matters Agreement; |
| a Transition Services Agreement; and |
| a Real Estate Matters Agreement. |
(collectively, the Separation
Agreements).
A summary of the material terms and conditions of each of the
Separation Agreements can be found in the section titled
Additional Agreements Related to the Separation, the Distribution
and the Merger of the Information Statement filed as Exhibit 99.1
to this Current Report on Form 8-K (the
Information Statement), which
summaries are incorporated herein by reference. Such summaries do
not purport to be complete and are qualified in their entirety by
reference to the full text of the agreements, each of which is
attached as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5, respectively,
and is incorporated herein by reference.
Item2.01 Completion of Acquisition or Disposition of
Assets.
On March31, 2017, to the Separation and Distribution Agreement,
dated as of May24, 2016 (as amended on November2, 2016, as
further amended on December6, 2016, as further amended on
January27, 2017 and as further amended on March31, 2017, the
Separation Agreement), by and
among DXC and HPE, HPE completed the previously announced
separation of its Enterprise Services business (the
Separation), which was accomplished by the
pro-rata distribution of all the issued and outstanding common
stock, par value $0.01 per share, of DXC (the
DXC Common
Stock) to HPEs stockholders as of the close of
business on March20, 2017, the record date for the distribution
(the Distribution), and DXC paid the Everett
Payment. In the Distribution, HPE stockholders received 0.085904
shares of DXC Common Stock for every one share of HPE common
stock held at the close of business on the record date.
As a result of the Spin-Off, DXC is now an independent public
company, and its common stock began regular-way trading under the
symbol DXC on the New York Stock Exchange (the
NYSE) on April3, 2017. HPE distributed a total
of 141,865,656 shares of DXC Common Stock to HPE stockholders as
of the close of business on the record date.
Effective as of
3:01 a.m. Eastern time on April1, 2017, to the Agreement and Plan
of Merger, dated as of May24, 2016 (as amended on November2, 2016
and as further amended on December6, 2016, the
Merger Agreement), by and among
DXC, CSC, Everett Merger Sub Inc., New Everett Merger Sub Inc., a
wholly owned subsidiary of DXC (Merger
Sub), and HPE, CSC merged with Merger Sub, with
CSC as the surviving corporation (the Merger).
In the Merger, CSC stockholders received one share of DXC Common
Stock for every one share of CSC common stock held immediately
prior to the Merger. DXC issued a total of 141,298,797 shares of
DXC Common Stock to CSC stockholders, representing approximately
49.9% of the outstanding shares of DXC Common Stock immediately
following the Merger. As a result of the Merger, CSC is now a
direct wholly owned subsidiary of DXC.
Item5.01
Changes in Control of Registrant.
On March 31, 2017,
HPE completed its Spin-Off of DXC, which is now an independent
public company. Prior to the Spin-Off, HPE was the sole
stockholder of DXC.
The information
set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
Item5.03
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Articles of
Incorporation and Bylaws
On March30, 2017,
DXC amended its certificate of incorporation to increase its
total authorized share capital to 751million shares of common
stock to facilitate the issuance of DXC Common Stock in the
Distribution and in the Merger. Prior to such amendment, DXCs
total authorized share capital was 1,000 shares of common stock,
of which 100 shares were outstanding and owned by HPE.
Fiscal
Year
On March30, 2017,
the Board approved a change in the fiscal year of DXC from the
twelve-month period starting each November1 and ending each
October31 to the twelve-month period starting each April1 and
ending each March31, effective as of April1, 2017.
Item9.01
Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired
DXC intends to
file the financial statements required by Item 9.01(a) as part of
an amendment to this Current Report on Form 8-K no later than 71
calendar days after the required filing date for this Current
Report on Form 8-K.
(b) Pro Forma Financial
Information
DXC intends to file the pro
forma financial information required by Item 9.01(b) as an
amendment to this Current Report on Form8-K no later than 71 days
after the required filing date for this Current Report on Form
8-K.
(d) Exhibits.
The following exhibits are
filed herewith:
|
Exhibit No. |
Description |
|
|
2.1 |
Employee Matters Agreement, dated as of March31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc.* |
|
|
2.2 |
Tax Matters Agreement, dated as of March31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc.* |
|
|
2.3 |
Intellectual Property Matters Agreement, dated as of March31, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc.* |
|
|
2.4 |
Transition Services Agreement, dated as of March31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.* |
|
|
2.5 |
Real Estate Matters Agreement, dated as of March31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.* |
|
|
2.6 |
Fourth Amendment to the Separation and Distribution Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. |
|
|
99.1 |
Information Statement of Everett SpinCo, Inc. dated as of February24, 2017 |
| * |
Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. DXC hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC. |
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
hereunder duly authorized.
| DXC TECHNOLOGY COMPANY | ||||||
| Dated: April5, 2017 | By: |
/s/ Paul N. Saleh |
||||
| Paul N. Saleh | ||||||
| Executive Vice President and Chief Financial Officer |
Exhibit
Index
|
Exhibit No. |
Description |
|
| 2.1 |
Employee Matters Agreement, dated as of March31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc.* |
|
| 2.2 |
Tax Matters Agreement, dated as of March31, 2017, by and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc.* |
|
| 2.3 |
Intellectual Property Matters Agreement, dated as of March31, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc.* |
|
| 2.4 |
Transition Services Agreement, dated as of March31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.* |
|
| 2.5 |
Real Estate Matters Agreement, dated as of March31, 2017, between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.* |
|
| 2.6 |
Fourth Amendment to the Separation and Distribution Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. |
|
| 99.1 |
Information Statement of Everett SpinCo, Inc. dated as of February24, 2017 |
| * | Schedules and exhibits have been omitted |
About DXC TECHNOLOGY COMPANY (NYSE:CSC)
DXC Technology Company provides digital information technology (IT) services and solutions. The Company provides a range of services, including analytics, applications, business process, cloud and workload, consulting, enterprise and cloud applications, security, and workplace and mobility. The Company offers a portfolio of analytics services, to provide insights and accelerate users’ digital transformation. Its analytics services and solutions include Data Discovery Experience, Data Workload Optimization and Managed Business Intelligence Services. The Company addresses analytic solution needs to run the business, including customer analytic services, warranty analytics, predictive maintenance analytics, social intelligence analytics, healthcare analytics, insurance analytics, data pipeline and operations, banking analytics, airline analytics and operational analytics. DXC TECHNOLOGY COMPANY (NYSE:CSC) Recent Trading Information
DXC TECHNOLOGY COMPANY (NYSE:CSC) closed its last trading session at 69.01 with 5,525,651 shares trading hands.
