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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
| PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
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Date of Report (Date of earliest event reported): November 12, 2015 |
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| COMPUTER SCIENCES CORPORATION | |
| (Exact name of Registrant as specified in its charter) | |
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| Nevada | 1-4850 | 95-2043126 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 3170 Fairview Park Drive | 22042 |
| Falls Church, Virginia | (Zip Code) |
| (Address of Principal Executive Offices) | |
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Registrant’s telephone number, including area code (703) 876-1000 |
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| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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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): |
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| [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On November 12, 2015, Computer Sciences Corporation (the "Company") issued an announcement (the “Announcement”) disclosing that it has sent a letter to the board of Xchanging plc, a public limited company registered in England and Wales (“Xchanging”), outlining its non-binding, indicative interest in making an offer of £1.70 per share in cash to acquire the entire issued and to be issued share capital of Xchanging. A copy of the Announcement is attached hereto as Exhibit 99.1
This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
All statements in this report that do not directly and exclusively relate to historical facts constitute “forward-looking statements." These statements represent the Company's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in the Company’s Form 10-K for the fiscal year ended April 3, 2015 and any updating information in subsequent SEC filings. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is filed herewith.
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| Exhibit No. | Description |
| 99.1 | Announcement, dated November 12, 2015. |
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 thereto duly authorized.
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| | | COMPUTER SCIENCES CORPORATION |
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| Dated: November 12, 2015 | By: /s/ Paul N. Saleh |
| | | Paul N. Saleh |
| | | Executive Vice President and Chief Financial Officer |
Exhibit Index
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| Exhibit No. | Description |
| 99.1 | Announcement, dated November 12, 2015. |
