UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 6, 2006
(Date of earliest event reported)
CA, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| |
|
|
1-9247
(Commission File Number)
|
|
13-2857434
(IRS Employer Identification No.) |
| |
|
|
One CA Plaza
Islandia, New York
|
|
11749
(Zip Code) |
| (Address of Principal Executive Offices)
|
|
|
(631) 342-6000
(Registrant’s Telephone Number, Including Area Code)
(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 (see General
Instruction A.2 below):
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-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Effective as of March 6, 2006, upon the recommendation of the Compensation and Human Resource
Committee (the “Compensation Committee”) of the Board of Directors of CA, Inc. (the “Company”), the
Company entered into an amendment (the “Gnazzo Amendment”) to the employment agreement (the “Gnazzo
Agreement”) of Patrick J. Gnazzo, the Company’s Chief Compliance Officer. The Gnazzo Amendment
extends the period during which the Company’s relocation policy is made available to Mr. Gnazzo
until December 31, 2006 or such later time as mutually agreed to by the parties. The Gnazzo
Agreement was previously filed as Exhibit 10.52 to the Company’s Annual Report on Form 10-K dated
June 29, 2005 and is incorporated by reference herein. The foregoing description of the Gnazzo
Amendment does not purport to be complete and is qualified in its entirety by reference to the
Gnazzo Amendment (including any schedules and exhibits thereto), a copy of which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.
On
March 6, 2006, the Compensation Committee also added Michael J. Christenson, the Company’s
Executive Vice President, Strategy and Business Development, as a “Schedule A” participant in the
Company’s Change in Control Severance Policy; as such, he would be entitled to a severance payment
equal to 2.99 times his salary and bonus, and to certain other benefits, in the event of a
termination without “cause” or for “good reason” (as those terms are defined in such Policy, which
is described in the Company’s Current Report on Form 8-K filed on October 22, 2004) following a
change in control of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective March 7, 2006, by action of the Board of Directors, the Company amended its By-laws to
change the title of the By-laws to reflect the Company’s name change from Computer Associates
International, Inc. to CA, Inc. The name change, which was previously described in the Company’s
Current Report on Form 8-K filed on February 1, 2006 became effective on February 1, 2006. A copy
of the restated By-laws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On March 7, 2006, the Board of Directors approved amendments to the Company’s Certificate of
Designation of Series One Junior Participating Preferred Stock, Class A (the “Certificate of
Designation”) to reflect the Company’s name change. The Company filed the amended and restated
Certificate of Designation with the Secretary of State of the State of Delaware, effective March 8,
2006. A copy of the amended and restated Certificate of Designation is attached hereto as Exhibit
3.2 and is incorporated herein by reference.
On March 7, 2006, the Board of Directors also
approved the restatement of its Certificate of
Incorporation to include the amended and restated Certificate of
Designation. The Company filed the restated Certificate of
Incorporation with the Secretary of State of Delaware, effective
March 8, 2006. A copy of the Restated Certificate of
Incorporation is attached hereto as Exhibit 3.3 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On
March 9, 2006, the Company issued a press release announcing
that the Board of Directors authorized a $600 million common
stock repurchase plan for fiscal year 2007. The repurchase plan will
commence on April 1, 2006 and calls for quarterly common stock
buybacks of up to $150 million. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| |
|
|
| |
|
|
| Exhibit No. |
|
Description |
3.1
|
|
By-laws of the Company |
|
|
|
3.2
|
|
Restated Certificate of Designation of Series One Junior
Participating Preferred Stock, Class A of the Company |
|
|
|
3.3
|
|
Restated Certificate of Incorporation of the Company
|
|
|
|
10.1
|
|
Amendment to Employment Agreement,
dated March 7, 2006, between the Company and Patrick J. Gnazzo |
|
|
|
99.1
|
|
Press Release, dated March 9,
2006, announcing common stock repurchase plan |