s-8pos.htm
As
filed with the Securities and Exchange Commission on February 8,
2010
Registration
No. 333-143687
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment
No. 1 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. 2007 Equity Incentive Plan
(Full
title of the plan)
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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.
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Large
accelerated filer
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x |
Accelerated filer
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o |
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Non-accelerated
filer
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o (Do not check if
a smaller reporting company) |
Smaller
reporting company
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o |
EXPLANATORY
NOTE
Deregistration
of Securities
This Post-Effective Amendment No. 1
(the “Post-Effective Amendment”) to the Form S-8 Registration Statement,
Registration No. 333-143687, filed on June 13, 2007 (the “Registration
Statement”), which registered an aggregate amount of 15,000,000 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. 1 to Form S-8 Registration Statement and has duly caused this
Post-Effective Amendment No. 1 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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