UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 25, 2007
COVANSYS CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 0-22141 38-2606945
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
32605 West Twelve Mile Road, Suite 250,
Farmington Hills, MI 48334
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 488-2088
_______________________________________________________________________________
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 25, 2007, Computer Sciences Corporation ("CSC"), Surfside Acquisition
Corp., a wholly owned subsidiary of CSC ("Merger Sub") and Covansys Corporation
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), providing for the acquisition of the Company by CSC.
Under the terms and subject to the conditions set forth in the Merger Agreement,
Merger Sub will be merged with and into the Company (the "Merger"), the separate
corporate existence of Merger Sub would cease and the Company will continue as
the surviving entity following of the Merger and as a wholly-owned subsidiary of
CSC. Pursuant to the Merger Agreement, at the effective time of the Merger, each
share of common stock of the Company issued and outstanding immediately prior to
the effective time (other than shares held by the Company, CSC or any of their
subsidiaries), will be automatically converted into the right to receive an
amount of cash equal to $34.00, without interest.
The consummation of the Merger is subject to various customary conditions,
including adoption of the Merger Agreement by the Company's shareholders and the
expiration or termination of the applicable waiting period under the Hart-Scott
Rodino Antitrust Improvements Act of 1976.
The Merger Agreement contains customary representations and warranties between
the Company and CSC and Merger Sub. The Merger Agreement also contains customary
covenants and agreements, including covenants providing for the parties to use
reasonable best efforts to cause the closing to be completed. The Merger
Agreement also requires the Company to call and hold a meeting of its
shareholders to adopt the Merger Agreement as promptly as reasonably
practicable.
If the Merger Agreement is terminated under certain circumstances specified in
the Merger Agreement, the Company may be required to pay CSC a termination fee
of $40,000,000.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The Merger Agreement contains customary
representations and warranties made by and to the parties thereto as to specific
dates. The assertions embodied in those representations and warranties were made
for purposes of the respective agreements and are subject to qualifications and
limitations agreed by the respective parties in connection with negotiating the
terms of the agreements. In addition, certain representations and warranties
were made as of a specified date, may be subject to a contractual standard of
materiality different from what might be viewed as material to shareholders, or
may have been used for the purpose of allocating risk between the respective
parties rather than establishing matters as facts. For the foregoing reasons, no
person should rely on the representations and warranties as statements of
factual information at the timer they were made or otherwise.
Important additional information will be filed with the SEC
In connection with the proposed merger, the Company plans to file a proxy
statement with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THOSE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement will
be mailed to the shareholders of the Company. Investors and security holders may
obtain a free copy of the proxy statement when it becomes available, and other
documents filed by the Company with the SEC, at the SEC's website at
www.sec.gov. In addition, you may also obtain the Company's filings with the
SEC, free of charge, from the Company's website at www.covansys.com, under the
tab labeled "Investors".
CSC, the Company and their respective directors, executive officers and other
members of their management and employees may be deemed to be soliciting proxies
from the Company's shareholders in favor of the proposed merger. Information
regarding CSC's directors and executive officers is available in CSC's proxy
statement for its 2006 annual meeting of shareholders, which was filed with the
SEC on June 27, 2006. Information regarding the Company's directors and
executive officers is available in Company's proxy statement for its 2006 annual
meeting of shareholders, which was filed with the SEC on April 28, 2006.
Additional information regarding the interests of the Company's potential
participants will be included in the proxy statement and other relevant
documents filed with the SEC when they become available.
ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
On April 25, 2007, effective immediately prior to the execution of the Merger
Agreement, the Company and Computershare Trust Company, N.A. (formerly known as
EquiServe Trust Company, N.A.), as Rights Agent, entered into Amendment No. 1
(the "Rights Agreement Amendment") to the Rights Agreement dated December 1,
2004 (the "Rights Agreement") with the purpose and intent of rendering the
Rights Agreement inapplicable to the proposed Merger and other transactions
contemplated under the Merger Agreement.
The foregoing description of the Rights Agreement Amendment does not purport to
be complete and is qualified in its entirety by reference to the Amendment to
the Rights Agreement, which is attached as Exhibit 4.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS
On April 25, 2007, the Company and CSC issued a joint press release announcing
that they had entered into the Merger Agreement, a copy of which is filed as
Exhibit 99.1 hereto.
FORWARD LOOKING STATEMENTS
Certain Statements in this Current Report regarding the proposed transaction
between the Company and CSC, the expected timetable for completing the
transaction, future financial and operating results, benefits and synergies of
the transaction, future opportunities for the combined company, and any other
statements about the Company or CSC managements' future expectations, beliefs,
goals, plans or prospects constitute "forward-looking statements" under the
federal securities laws. These forward looking statements are subject to a
number of substantial risks and uncertainties and may be identified by the words
"will," "anticipate," "believe," "estimate," "expect" or "intend" or similar
expressions. Our actual results, performance or achievements could differ
materially from these forward-looking statements. Factors that might cause or
contribute to such material differences include, but are not limited to, the
ability of the Company to obtain shareholder approval of the merger; the
possibility that the merger will not close or that the closing will be delayed;
the challenges and costs of integrating the operations and personnel of the
Company, and other events and factors disclosed previously and from time to time
in CSC's and the Company's filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the year ended December
31, 2006. The Company and CSC disclaim any obligation to update any
forward-looking statements after the date of this Current Report.
You should not place undue reliance on any forward-looking statements contained
herein. Except as expressly required by the federal securities laws, the Company
undertakes no obligation to update such factors or to publicly announce the
results of any of the forward-looking statements contained herein to reflect
future events, developments, changed circumstances or for any other reason.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger, dated as of April 25, 2007, by and
among Computer Sciences Corporation, Surfside Acquisition Corp.
and Covansys Corporation
Exhibit 4.1 Amendment No. 1 to the Rights Agreement, dated as of April 25,
2007, by and between Covansys Corporation and Computershare Trust
Company, N.A. (formerly known as EquiServe Trust Company, N.A.),
as Rights Agent
Exhibit 99.1 Press Release dated April 25, 2007
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COVANSYS CORPORATION
Date: April 30, 2007 By: /s/ James S. Trouba
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Name: James S. Trouba
Title: Senior Vice President and
Chief Financial Officer