UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 13, 2006
(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.) |
| |
|
|
| One CA Plaza |
|
|
| Islandia, New York
|
|
11749 |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
(631) 342-6000
(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):
o Written communications pursuant to Rule 425 under the 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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
CA, Inc. (the “Company”) intends to suspend its ability to sell shares of its common stock to
its employees under its Savings Harvest Plan (the “Plan”), from 4:00 p.m. (ET) on Wednesday, June 14, 2006 through 5:30
p.m. (ET) on Thursday, June 29, 2006 (the “Suspension Period”). During the Suspension Period, directors and
executive officers of the Company will not be permitted to purchase or sell any shares of Company
stock (unless, as required by law, certain conditions are met). These restrictions are required by
Section 306 of the Sarbanes-Oxley Act of 2002. On June 13, 2006, the Company gave notice of the
Suspension Period to its directors and executive officers, and a copy of the notice is attached
hereto as Exhibit 99.1.
The Company is imposing the Suspension Period because it expects to defer filing of its Annual
Report on Form 10-K (the “Annual Report”) for the fiscal year ended March 31, 2006, which would
otherwise be due on June 14, 2006, for up to 15 calendar days as permitted by Rule 12b-25 under the
Securities Exchange Act of 1934. As a result of this deferral, on June 14 the Company will stop
using its existing registration statement under the Securities Act of 1933 to offer and sell Plan
interests or the Company’s common stock to employees until it has filed its Annual Report with the
Securities and Exchange Commission. Once it files the Annual Report, the Company will resume use
of its registration statement to sell Plan interests and the Company’s common stock to employees
and will terminate the Suspension Period.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| |
|
|
| Exhibit No. |
|
Description |
Exhibit 99.1
|
|
Notice to Directors and Executive Officers of CA, Inc. |