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OMB APPROVAL |
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OMB
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Estimated average burden
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SEC FILE NUMBER |
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001-12665 |
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CUSIP NUMBER |
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008190 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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þ Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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June 30, 2006 |
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o Transition Report on
Form 10-K |
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o Transition Report on
Form 20-F |
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o Transition Report on
Form 11-K |
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o Transition Report on
Form 10-Q |
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o Transition
Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Affiliated Computer Services, Inc.
Full Name of Registrant
Former Name if Applicable
2828 North Haskell Avenue
Address of Principal Executive Office (Street and
Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
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þ* |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)*
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The subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and |
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable. |
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* |
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While the Company is seeking to be in a
position to file its Form 10-K by September 28, 2006, there is no assurance
that the filing of the Form 10-K will occur on or before such date. |
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SEC 1344 (03-05) |
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Persons who are to respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number. |
1
PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
As previously announced, Affiliated Computer Services, Inc. (the Company or ACS) is conducting
an internal investigation into its historical stock option practices during the period 1994 to date
and the Companys related disclosure in its Form 10-Q, filed May 15, 2006 in response to a pending
informal investigation by the Securities and Exchange Commission and a grand jury subpoena issued
by the United States Attorney for the Southern District of New York.
As previously disclosed, beginning in March 2006 ACS internal investigation was conducted, at the
direction of the Board of Directors, by the Companys regular outside counsel, which had not been
involved in the Companys historical stock option grant process. ACS regular outside counsel also
represented the Company in connection with the SEC informal inquiry which began in March 2006. In
May 2006 the Company retained independent counsel, Bracewell & Giuliani LLP (Investigation
Counsel), to jointly conduct the internal investigation with the Companys regular outside counsel
and to represent the Company in connection with the investigations being conducted by the United
States Attorney and the SEC. Further, in July 2006 the ACS Boards Audit Committee, consisting of
all four of the Companys independent directors, retained its own independent counsel to assist the
Audit Committee in monitoring the internal investigation.
In August 2006 the Companys Board of Directors voted to instruct Investigation Counsel to report
the progress and findings of the internal investigation to the Boards independent directors and
the Audit Committee and to change the role of its regular outside counsel to one of providing
ongoing assistance to Investigation Counsel. In addition, the Company retained Skadden, Arps,
Slate, Meagher & Flom LLP in August 2006 as its new regular outside corporate counsel.
Subsequently, an Ad Hoc Committee of the Board of Directors, consisting of all the Companys
independent directors, was formally established to monitor, oversee and direct the conduct of the
internal investigation.
During the past week the Ad Hoc Committee received oral updates on the progress of the
investigation from Investigation Counsel. The investigation into the Companys historic stock
option grant practices is continuing and the investigation also includes a review of the
preparation of the Companys Form 10-Q for the quarterly period ended March 31, 2006, as filed with
the SEC on May 15, 2006. On August 7, 2006 the Company announced that previously disclosed
preliminary findings of the investigation set forth in Note 3 to its consolidated financial
statements included in its Form 10-Q should no longer be relied upon. The Ad Hoc Committee will
make recommendations to the Board of Directors when it receives the final report of Investigation
Counsel.
The Companys Audit Committee, which consists of the same individuals as the Ad Hoc Committee, has
received periodic reports from Investigation Counsel. In addition, the Audit Committee does not
expect the independent auditors to be in a position to complete the audit of the Companys
financial statements until the internal investigation is complete and the independent auditors have
had the opportunity to review the findings and any recommendations, including any actions
recommended by the Ad Hoc Committee, Audit Committee and Board of Directors.
In view of the foregoing, the Company is not in a position to file its Annual Report on Form 10-K
for its fiscal year ended June 30, 2006, as required to be filed by yesterdays close of business.
While the Company is seeking to be in a position to file its Form 10-K by September 28, 2006, which
is within the additional time period permitted under the SEC rules for an issuer to be deemed to
have filed in a timely manner, there is no assurance that the Form 10-K will be filed by such date.
Absent a waiver, the Company may face covenant compliance issues under its March 2006 Credit
Facility, including if it does not have audited financial statements within 90 days of the end of
its fiscal year. The Company is in the process of seeking a waiver from the lenders under the
Credit Facility. Approximately $2.0 billion in borrowings are outstanding under the Credit
Facility.
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(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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William L. Deckelman, Jr. |
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(214) |
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841-6144 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s). |
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Yes þ No o |
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements to be included in the subject report or portion
thereof? |
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Yes þ No o |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
Other than as relates to the Companys historical stock option practices during the period 1994 to
date, no such change is anticipated by the Company. As the investigation relating to the Companys
historical stock option practices during the period 1994 to date is still ongoing, the Company has
not been able to determine the amount of such change.
Certain matters discussed in this Notification of Late Filing on Form 12b-25, including those
relating to the nature, scope and contents of the Companys pending investigation, and
expectations as to the completion of the investigation, constitute forward-looking statements.
Actual results or events could differ materially from those stated or implied in these
forward-looking statements, including as a result of additional actions and findings resulting from
the continuing internal investigation and as a result of other risks set forth in the Companys SEC
reports, which are available at the SECs website at http://www.sec.gov. There can be no assurance
concerning the results of the investigation or the timing of the filing of the Annual Report on
Form 10-K for the period ended June 30, 2006.
Affiliated Computer Services, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
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Date September 14, 2006 |
By |
/s/ William L. Deckelman, Jr.
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Name: |
William L. Deckelman, Jr. |
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Title: |
Executive Vice President and General Counsel |
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18
U.S.C. 1001).
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