Current Report Filing (8-k)
07 Maggio 2013 - 10:27PM
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
1, 2013
(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)
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13-2857434
(IRS Employer Identification No.)
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One CA Plaza
Islandia, New York
(Address of principal executive offices)
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11749
(Zip Code)
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(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))
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2013, CA, Inc. (the “Company”) issued a press release
announcing its financial results for the fiscal quarter and fiscal year
ended March 31, 2013. 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 1, 2013, the Company’s Board of Directors approved a re-balancing
plan (the “Fiscal 2014 Plan”) to better align its business
priorities. The Fiscal 2014 Plan comprises the termination of
approximately 1,200 employees and global facilities consolidations. The
Company intends to fill most of the positions involved in the
re-balancing over the next 12 months with new employees that have skills
to enable the Company to better focus its resources on priority products
and market segments. The Fiscal 2014 Plan includes streamlining the
Company’s sales structure to eliminate redundancies while maintaining
its focus on customers. In addition, the Company will be consolidating
its development sites into development hubs to promote collaboration and
agile development. Actions under the Fiscal 2014 Plan are expected to
be substantially completed by the end of fiscal year 2014. Under the
Fiscal 2014 Plan, the Company expects to incur a pre-tax charge of
approximately $150 million (including severance costs of approximately
$120 million and global facilities consolidation costs of approximately
$30 million). The Company expects future cash expenditures from the
charge to be approximately $150 million, the majority of which are
expected to be incurred by the Company during fiscal year 2014.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication (such as statements containing
the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and
similar expressions relating to the future) constitute “forward-looking
statements” 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, including: the ability to
achieve success in the Company’s strategy by, among other things,
effectively rebalancing the Company’s sales force to enable the Company
to maintain and enhance its strong relationships in its traditional
customer base of large enterprises and to increase penetration in growth
markets and with large enterprises that have not historically been
significant customers, enabling the sales force to sell new products,
improving the Company’s brand in the marketplace and ensuring the
Company’s set of cloud computing, application development and IT
operations (DevOps), Software-as-a-Service, mobile device management and
other new offerings address the needs of a rapidly changing market,
while not adversely affecting the demand for the Company’s traditional
products or its profitability; global economic factors or political
events beyond the Company’s control; general economic conditions and
credit constraints, or unfavorable economic conditions in a particular
region, industry or business sector; the failure to adapt to
technological changes and introduce new software products and services
in a timely manner; competition in product and service offerings and
pricing; the failure to expand partner programs; the ability to retain
and attract adequate qualified personnel; the ability to integrate
acquired companies and products into existing businesses; the ability to
adequately manage, evolve and protect managerial and financial reporting
systems and processes; the ability of the Company’s products to remain
compatible with ever-changing operating environments; breaches of the
Company’s software products and the Company’s and customers’ data
centers and IT environments; discovery of errors or omissions in the
Company’s software products or documentation and potential product
liability claims; the failure to protect the Company’s intellectual
property rights and source code; risks associated with sales to
government customers; access to software licensed from third parties;
risks associated with the use of software from open source code sources;
events or circumstances that would require us to record an impairment
charge relating to our goodwill or capitalized software and other
intangible asset balances; access to third-party code and specifications
for the development of code; third-party claims of intellectual property
infringement or royalty payments; fluctuations in the number, terms and
duration of the Company’s license agreements as well as the timing of
orders from customers and channel partners; the failure to renew large
license transactions on a satisfactory basis; changes in market
conditions or the Company’s credit ratings; fluctuations in foreign
currencies; the failure to effectively execute the Company’s workforce
reductions, workforce re-balancing and facility consolidations;
successful outsourcing of various functions to third parties; potential
tax liabilities; acquisition opportunities that may or may not arise;
and other factors described more fully in the Company’s filings with the
Securities and Exchange Commission. The Company assumes no obligation to
update the information in this communication, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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99.1
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Press release dated May 7, 2013 relating to CA, Inc.’s financial
results.
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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.
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CA, INC.
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Date:
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May 7, 2013
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By:
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/s/ C.H.R. DuPree
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C.H.R. DuPree
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Senior Vice President, Corporate
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Governance, and Corporate Secretary
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Exhibit Index
Exhibit No.
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Description
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99.1
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Press release dated May 7, 2013 relating to CA, Inc.’s financial
results.
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