Current Report Filing (8-k)
08 Mai 2018 - 10:22PM
Edgar (US Regulatory)
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:
May
8, 2018
(Date
of earliest event reported)
CA,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
1-9247
(Commission File Number)
|
|
13-2857434
(IRS Employer Identification No.)
|
|
|
|
520 Madison Avenue
New York, New York
(Address
of principal executive offices)
|
|
10022
(Zip Code)
|
(800) 225-5224
(Registrant’s telephone number,
including area code)
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))
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 2.02 Results of Operations and Financial Condition.
On May 8, 2018, CA, Inc. (the “Company”) issued a press release
announcing its financial results for the fiscal quarter and fiscal year
ended March 31, 2018. A copy of the press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the information
in this Current Report on Form 8-K furnished pursuant to Item 2.02,
including Exhibit 99.1, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liability of that section,
and it shall not be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On May 2, 2018, the Board of Directors of the Company approved a
restructuring plan (the “Fiscal 2019 Plan”) to better align its business
priorities. The Fiscal 2019 Plan comprises the termination of
approximately 800 employees and global facilities exits and
consolidations. These actions are intended to better align the
Company’s cost structure with the skills and resources required to more
effectively pursue opportunities in the marketplace and execute the
Company’s long-term growth strategy. Actions under the Fiscal 2019 Plan
are expected to be substantially completed by the end of fiscal year
2019. Under the Fiscal 2019 Plan, the Company expects to incur a pre-tax
charge between approximately $140 million and $160 million (including
severance costs between approximately $90 million and $100 million and
facility exit and consolidation costs between approximately $50 million
and $60 million). The Company expects future cash payments from the
charge to be between approximately $140 million and $160 million, of
which approximately $80 million to $100 million are expected to be
incurred by the Company during fiscal year 2019.
This Item 2.05 contains "forward-looking statements" (such as statements
containing the words "believes," "plans," "anticipates," "expects,"
"estimates," "targets" and similar expressions relating to the future)
that are based upon the beliefs of, and assumptions made by, the
Company's management, as well as information currently available to
management. These forward-looking statements reflect the Company's
current views with respect to future events and are subject to certain
risks, uncertainties, and assumptions. A number of important factors
could cause actual results or events to differ materially from those
indicated by such forward-looking statements. A further description of
the risks and uncertainties relating to the business of the Company is
contained in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2017, filed with the Securities and Exchange
Commission (the "SEC"), and the Company's subsequent current and
periodic reports filed with the SEC. We do not intend to update these
forward-looking statements, except as otherwise required by law. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective May 3, 2018, Adam Elster no longer serves as the Company’s
President, Global Field Operations. Mr. Elster will remain employed
through August 17, 2018 in order to be available to assist with an
orderly transition. Following the termination of his employment, Mr.
Elster will be entitled to benefits under the Executive Severance Policy
for a “qualifying termination,” as previously disclosed by the Company,
subject to Mr. Elster’s execution and non-revocation of a release
agreement provided by the Company. Mr. Elster will no longer
participate in the Company’s Change in Control Severance Policy.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
|
|
Description
|
99.1
|
|
Press release dated May 8, 2018 relating to CA, Inc.’s financial
results.
|
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.
|
|
CA, Inc.
|
|
|
|
|
Date:
|
May 8, 2018
|
By:
|
/s/ Ava M. Hahn
|
|
|
|
Ava M. Hahn
|
|
|
|
Executive Vice President, General Counsel,
|
|
|
|
Corporate Secretary and Chief Ethics and Compliance Officer
|
Exhibit Index
Xtrackers California Mun... (NASDAQ:CA)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Xtrackers California Mun... (NASDAQ:CA)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024
Real-Time news about Xtrackers California Municipal Bonds ETF (NASDAQ): 0 recent articles
Plus d'articles sur Ca, Inc.