8-K
DXC Technology Co (DXC)
View as plain text
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 (Date of earliest event reported): September 16, 2020
DXC TECHNOLOGY COMPANY
(Exact name of Registrant as specified in its charter)
| Nevada | 001-38033 | 61-1800317 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 1775 Tysons Boulevard | ||
| Tysons , Virginia | 22102 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 245-9675
Not Applicable
(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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | 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 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | DXC | New York Stock Exchange |
| 2.750% Senior Notes Due 2025 | DXC 25 | New York Stock Exchange |
| 1.750% Senior Notes Due 2026 | DXC 26 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On September 16, 2020, DXC Technology Company (the “Company”) announced that Paul Saleh, its Chief Financial Officer, has resigned, effective September 30, 2020, to pursue a position with another company.
Neil A. Manna will serve as Acting Chief Financial Officer effective on October 1, 2020 while the Company engages in a search for a permanent Chief Financial Officer. He will report to Mike Salvino, president and CEO. Mr. Manna has served as Senior Vice President, Corporate Controller and Principal Accounting Officer of DXC since the completion of the HPES Merger. Mr. Manna previously served as Principal Accounting Officer, Vice President and Controller of CSC. Mr. Manna joined CSC in June 2016. Prior to joining CSC, he served as the Chief Accounting Officer and Senior Vice President of CA, Inc. from December 2008 to June 3, 2016. He served as Principal Accounting Officer and Vice President of Worldwide Accounting for RealNetworks, Inc. from July 2007 to November 2008. He served as the Chief Financial Officer of TimePlus Systems, LLC (formerly TimePlus, Inc.) from November 2005 to April 2007. From February 2000 to October 2005, he served as a Director of Finance for the Payroll Division of Intuit and Controller of Employee Matters, Inc. From July 1990 to February 2000 he served as the Principal Accounting Officer, Vice President of Finance, Controller and Treasurer of CHI Energy, Inc. He is a Certified Public Accountant and holds a Bachelor’s degree in Accounting and a Master’s degree in Business Administration.
| Item 7.01 | Regulation FD Disclosure |
|---|
On September 16, 2020, the Company issued a press release in connection with the announcement of the departure of Paul Saleh. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information provided under this Item 7.01 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 if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
All statements in this Item 7.01 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2020, as updated in subsequent SEC filings including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020. 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 |
|---|---|
| Number | Description |
| --- | --- |
| 99.1 | Press Release dated September 16, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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, hereunto duly authorized.
| DXC TECHNOLOGY COMPANY | ||
|---|---|---|
| Dated: September 16, 2020 | By: | /s/ Zafar A. Hasan |
| Name: | Zafar A. Hasan | |
| Title: | Vice-President, Chief Corporate Counsel and Assistant Secretary |
EX-99.1
Exhibit 99.1
DXC Technology Announces CFO, Paul Saleh, to Join
U.S. State and Local Health and Human Services Business as CEO
New CFO search underway; Neil Manna, SVP and Controller, to serve as interim CFO
Confirms sale of U.S. State and Local Health and Human Services business to Veritas Capital on track to close on October 1, 2020
Reaffirms financial guidance for second quarter of fiscal year 2021
Tysons, VA, Sept. 16, 2020 – DXC Technology (NYSE:DXC) today announced that DXC Chief Financial Officer, Paul Saleh, has been named Chief Executive Officer of DXC’s U.S. State and Local Health and Human Services business, effective upon closing of the sale of the business to Veritas Capital. Paul’s appointment as the CEO ensures continuity of management and an effective transition, delivering significant value to both employees and customers as this business becomes a standalone organization. Paul will continue to serve as DXC CFO until the closing of the sale.
DXC is conducting an external search for a new CFO. DXC veteran Neil Manna, Senior Vice-President & Corporate Controller, will serve as interim CFO.
“It is very rewarding to see this opportunity develop for Paul,” said DXC President & CEO Mike Salvino. “It has allowed him to build on the foundation of his experience with DXC to move from CFO to the CEO of this business, and I want to thank Paul for his contributions to the company over the past eight years.”
DXC has confirmed that it is on track to complete the sale of the U.S. State and Local Health and Human Services business to Veritas Capital on October 1, 2020. DXC also reaffirmed guidance for Q2 of FY21.
About DXC Technology
DXC Technology (NYSE: DXC) helps global companies run their mission critical systems and operations while modernizing IT, optimizing data architectures, and ensuring security and scalability across public, private and hybrid clouds. With decades of driving innovation, the world’s largest companies trust DXC to deploy our enterprise technology stack to deliver new levels of performance, competitiveness and customer experiences. Learn more about the DXC story and our focus on people, customers and operational execution at www.dxc.technology.
#
Contacts
Rich Adamonis, Corporate Media Relations, +1-862-228-3481, radamonis@dxc.com
Shailesh Murali, M&A and Investor Relations, +1-703-245-9700, shailesh.murali@dxc.com
Forward-Looking Statement
All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent DXC’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside DXC’s control. Many factors could cause actual results to differ materially from such forward-looking statements with respect to the transaction announced above, including risks relating to: the completion of the transaction on anticipated timing, including obtaining regulatory and third-party approvals; conditions in the credit markets; anticipated tax treatment for the proposed transaction; unforeseen liabilities; loss of revenues; the potential impact of
announcement or consummation of the proposed transaction on relationships with third parties, including clients, employees and competitors; and the delay or business disruption caused by difficulties in separating the divested business from DXC’s remaining businesses. For a written description of the factors that could cause actual results of DXC’s business to differ materially from these forward-looking statements, see the section titled “Risk Factors” in DXC’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, as updated in subsequent SEC filings including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, which readers are urged to review in detail, as it contains important information regarding risks, uncertainties and other factors that could cause actual results to differ from the plans, expectations and other matters described in this press release. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. DXC disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise, except as required by law.