As filed with the Securities and Exchange Commission on January 9, 1998 Registration No. 333-17739 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- COMPUTER DATA SYSTEMS, INC. (Exact name of registrant as specified in its charter) Maryland 52-0882982 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) One Curie Court Rockville, Maryland 20850 (301) 921-7000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Bradley W. Kopp Chief Financial Officer Computer Data Systems, Inc. One Curie Court Rockville, Maryland 20850 (301) 921-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ============================================================================== EXPLANATORY STATEMENT --------------------- On December 16, 1997, Computer Data Systems, Inc. ("CDSI") and Affiliated Computer Services, Inc. ("ACS") consummated the merger of ACS Acquisition Corp. with and into CDSI (the "Merger") on the terms and conditions more fully described in Registration Statement No. 333-40351 on Form S-4 filed by ACS on November 17, 1997. As a result of the closing of the Merger, the shares previously registered by CDSI for possible sale by InTuition, Inc. were converted into shares of ACS Class A Common Stock in accordance with the 1.759 exchange ratio specified in the Agreement and Plan of Merger. Pursuant to CDSI's undertaking in the Registration Statement, CDSI files this Post-Effective Amendment No. 1 to remove from registration the shares of CDSI Common Stock registered thereunder. SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-17739 to be signed on its behalf by the undersigned, thereunto duly authorized, in Rockville, Maryland, on the date indicated. COMPUTER DATA SYSTEMS, INC. Date: January 9, 1998 By: /s/ Peter A. Bracken ------------------------- Peter A. Bracken Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement No. 333-17739 has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Peter A. Bracken President and Chief Executive January 9, 1998 - -------------------- Officer (Principal Executive Peter A. Bracken Officer) /s/ Bradley W. Kopp Chief Financial Officer January 9, 1998 - -------------------- (Principal Financial and Bradley W. Kopp Accounting Officer) /s/ Jeffrey A. Rich Chairman of the Board of January 9, 1998 - -------------------- Directors Jeffrey A. Rich /s/ Henry G. Hortenstine Director January 9, 1998 - ------------------------ Henry G. Hortenstine /s/ David W. Black Director January 9, 1998 - --------------------- David W. Black