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): January 23, 2006
Computer Associates International, Inc.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
1-9247
|
|
13-2857434 |
|
|
|
|
|
|
| (State or Other Jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of Incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
| One Computer Associates Plaza, Islandia, New York
|
|
11749 |
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (631) 342-6000
(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:
o Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On January 23, 2006, the Compensation and Human Resource Committee of the Board of Directors of
Computer Associates International, Inc. (the “Company”) added Michael J. Christenson, the
Company’s Executive Vice President, Strategy and Business Development, as a “Schedule B”
participant in the Company’s Change in Control Severance Policy; as such, he would be entitled to a
severance payment equal to 2.00 times his salary and bonus, and to certain other benefits, in the
event of a termination without “cause” or for “good reason” (as those terms are defined in such
Policy, which is described in the Company’s Current Report on Form 8-K filed on October 22, 2004)
following a change in control of the Company.