UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S‑8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DXC TECHNOLOGY COMPANY
(Exact name of registrant as specified in its charter)
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Nevada
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61‑1800317
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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20408 Bashan Drive, Suite 231
Ashburn, Virginia 20147
(Address, including zip code, of principal executive offices)
DXC TECHNOLOGY COMPANY 2017 NON‑EMPLOYEE DIRECTOR INCENTIVE PLAN
(Full title of the plan)
Matthew Fawcett
Executive Vice President,
General Counsel and Board Secretary
DXC Technology Company
20408 Bashan Drive, Suite 231
Ashburn, Virginia 20147
(703) 972-9700
(Name, address and telephone number, including area code, of agent for service)
Copy to:
A. Peter Harwich
Julia A. Thompson
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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☐
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Non‑accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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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 7(a)(2)(B) of the
Securities Act. ☐
EXPLANATORY STATEMENT
This Registration Statement on Form S‑8, filed by DXC Technology Company, a Nevada corporation (the “Registrant”), registers an additional 500,000 shares of its Common Stock, par value $0.01 per
share, authorized and reserved for issuance under the Registrant’s 2017 Non‑Employee Director Incentive Plan as amended and/or restated from time to time to increase the number of shares available for issuance thereunder by 500,000 shares, effective
July 30, 2024 upon approval by the Registrant’s stockholders. Pursuant to General Instruction E to Form S-8, the contents of the earlier registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March
31, 2017 (including the post-effective amendment thereof filed on May 1, 2018) (File No. 333-217053) and November 9, 2020 (File No. 333-249989) are incorporated herein by reference, except to the extent supplemented, amended or superseded by the
information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the Company with the Commission are hereby incorporated by reference in this Registration Statement:
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the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Commission on August 8, 2024; |
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the Company’s Current Reports on Form 8-K and any amendments thereof, filed with the Commission on April
4, 2024 and August 1, 2024; and
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the description of the Company’s Common Stock contained in the Registration Statement on Form 8-A filed on March 15, 2017, under Section
12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof (excluding any documents or portions of such documents that are furnished under Item 2.02 or
Item 7.01 of a Current Report on Form 8‑K and any exhibits included with such Items), and prior to the filing of a post‑effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities
offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that
a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Articles of Incorporation of DXC Technology Company, as filed with the Secretary of State of the State of Nevada on March 31, 2017 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8‑K filed with the Commission on
April 6, 2017) (file no. 001‑38033)
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Amended and Restated Bylaws of DXC Technology Company, effective November 3, 2022 (incorporated by reference to Exhibit 3.2 to DXC Technology Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (filed November
4, 2022) (file no. 001-38033))
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Opinion of Woodburn and Wedge
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Consent of Deloitte & Touche LLP
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Consent of Woodburn and Wedge (contained in Exhibit 5.1)
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Powers of Attorney (included on the signature page of the Registration Statement)
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DXC Technology Company 2017 Non-Employee Director Incentive Plan (Amended and Restated effective August 13, 2020) (incorporated by reference to Appendix D to the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholder on
Schedule 14A (filed July 2, 2020) (file no. 001-38033))
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Amendment to the Amended and Restated DXC Technology Company 2017 Non-Employee Director Incentive Plan (effective July 30, 2024) (incorporated by reference to Appendix B to the Company’s Proxy Statement for the 2024 Annual Meeting of
Stockholder on Schedule 14A (filed June 14, 2024) (file no. 001-38033))
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Calculation of Filing Fee Table
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashburn, State of Virginia, on the 9th day of August, 2024.
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DXC TECHNOLOGY COMPANY |
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By: |
/s/ Matthew Fawcett |
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Name: Matthew Fawcett |
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Title: Executive Vice President, General Counsel
and Board Secretary |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Del Bene and Matthew Fawcett, and each of them, as his or
her true and lawful attorney‑in‑fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post‑effective amendments or any abbreviated
registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Commission, granting unto said attorney‑in‑fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney‑in‑fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Director, President and Chief Executive Officer (Principal Executive Officer)
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August 9, 2024
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Raul Fernandez
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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August 9, 2024
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Rob Del Bene
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Senior Vice President and Corporate Controller (Principal Accounting Officer)
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August 9, 2024
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Christopher A. Voci
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Chairman
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August 9, 2024
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David L. Herzog
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Director
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August 9, 2024
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David A. Barnes
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Director
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August 9, 2024
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Anthony Gonzalez
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Director
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August 9, 2024
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Pinkie Mayfield
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Director
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August 9, 2024
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Karl Racine
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Director
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August 9, 2024
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Dawn Rogers
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Director
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August 9, 2024
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Carrie Teffner
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Director
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August 9, 2024
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Akihiko Washington
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/s/ Robert F. Woods
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Director
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August 9, 2024
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Robert F. Woods
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Exhibit 5.1
August 9, 2024
DXC Technology Company
20408 Bashan Drive, Suite 231
Ashburn, Virginia 20147
Re: DXC Technology Company — Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to DXC Technology Company, a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be
filed with the Securities and Exchange Commission (the “Commission”) on or about August 9, 2024, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 500,000 shares of the Company’s
common stock, par value $0.01 per share (the “Shares”) under the DXC Technology Company 2017 Non-Employee Director Incentive Plan (the “Plan”).
In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:
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the Registration Statement in the form to be filed with the Commission under the Securities Act on the date hereof;
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(C) |
an executed copy of a certificate of the Secretary of the Company, dated as of the date hereof (the “Officer’s Certificate”);
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the Company’s Amended and Restated Articles of Incorporation, as certified by the Secretary of State of the State of Nevada as of a recent date;
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the Company’s Bylaws, as amended to date, certified pursuant to the Officer’s Certificate as being complete and in full force and effect as of the date hereof; and
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resolutions of the Board of Directors of the Company relating to the Plan and the Shares.
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We have examined instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. We have assumed the authenticity of all records,
documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies.
This opinion is limited to Nevada law, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any other statute, rule, regulation, ordinance,
order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Shares are issued in
accordance with the terms of the Plan, and (ii) the Company receives full consideration for the Shares, it is our opinion that the Shares, when issued by the Company, will be validly issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any
other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this
opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
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Very truly yours,
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WOODBURN AND WEDGE
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By:
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/s/ Shawn G. Pearson
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Shawn G. Pearson
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