8-K
DXC Technology Co (DXC)
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): July 5, 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<br> <br>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 7.01 | Regulation FD Disclosure |
|---|
On July 5, 2020, DXC Technology Company (the “Company”) issued a press release disclosing that its subsidiary, Xchanging, has detected a ransomware attack on its system. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
For further information regarding the risks associated with security incidents, please see “Risk Factors — We could be held liable for damages, our reputation could suffer, or we may experience service interruptions from security breaches, cyber-attacks or disclosure of confidential information or personal data, which could cause significant financial loss” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020.
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 Annual Report on Form 10-K for the fiscal year ended March 31, 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. |
|---|
(d) The following exhibits are filed herewith.
| Exhibit <br>No. | Description | |
|---|---|---|
| 99.1 | Press Release issued July 5, 2020 |
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: July 5, 2020 | By: | /s/ Paul N. Saleh |
| Name: | Paul N. Saleh | |
| Title: | Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
DXC Identifies Ransomware Attack on Part of its Xchanging Environment
TYSONS, Va., July 5, 2020 — DXC Technology (NYSE: DXC) announced today that certain systems of its subsidiary, Xchanging, have experienced a ransomware attack. Xchanging is primarily an insurance managed services business that operates on a standalone basis. The company is confident that this incident is isolated to the Xchanging environment. In addition, DXC does not have any indication at this time that data has been compromised or lost.
The company has implemented a series of containment and remediation measures to resolve this situation. DXC is actively working with affected customers to restore access to their operating environment as quickly as possible. DXC is also engaging with law enforcement and appropriate cyber agencies.
DXC will continue to update its customers, shareholders, and people on its progress in resolving this situation.
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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.
Contact:
| • | Richard Adamonis, Corporate Media Relations, +1-862-228-3481, radamonis@dxc.com |
|---|---|
| • | Natasha Cowan, Marketing & Communications, +44 (0) 203 882 4422, natasha.cowan@dxc.com<br> |
| --- | --- |
| • | Shailesh Murali, Investor Relations, +1-703-245-9700, shailesh.murali@dxc.com |
| --- | --- |
Forward-Looking Statement
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 Annual Report on Form 10-K for the fiscal year ended March 31, 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.