SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CA, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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13-2857434 |
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| (State of incorporation or organization)
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(IRS Employer
Identification No.) |
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| One CA Plaza, Islandia, New York
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11749 |
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| (Address of principal executive offices)
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(Zip Code) |
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If this form relates to the
registration of a class of
securities pursuant to Section 12(b)
of the Exchange Act and is effective
pursuant to General Instruction
A.(c), please check the following
box. þ
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If this form relates to the
registration of a class of
securities pursuant to Section 12(g)
of the Exchange Act and is effective
pursuant to General Instruction
A.(d), please check the following
box. o |
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Name of each exchange on which |
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each class is to be registered |
Stock Purchase Rights
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New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant’s Securities to be Registered.
On October 16, 2006, the Board of Directors of CA, Inc. (the “Company”) adopted the
Stockholder Protection Rights Agreement (the “New Rights Agreement”) between the Company
and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”) and declared a
dividend of one right (a “Right”) for each outstanding share of Common Stock, par value
$0.10 per share (“Common Stock”) of the Company held of record at the close of business on
October 26, 2006 (the “Record Time”), payable in respect of each such share upon the later
of (i) certification by the New York Stock Exchange to the Securities and Exchange Commission that
the Rights have been approved for listing and registration and (ii) immediately following the
expiration of the Existing Rights Agreement (as defined in the New Rights Agreement) (the
“Payment Time”), or issued thereafter and prior to the Separation Time (as defined in the
New Rights Agreement) and thereafter pursuant to options and convertible securities outstanding at
the Separation Time.
The New Rights Agreement (which includes as Exhibit A the forms of Rights Certificate and
Election to Exercise and as Exhibit B the form of Certificate of Designations and Terms of the
Participating Preferred Stock) is attached hereto as an exhibit and is hereby incorporated herein
by reference. The description of the New Rights Agreement and the Rights is incorporated by
reference herein to the Company’s Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 16, 2006, and is qualified in its entirety by reference to the New
Rights Agreement and all exhibits thereto.
Item 2. Exhibits.
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| Exhibit No. |
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Description |
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(1)
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Stockholder Protection Rights Agreement, dated as of October
16, 2006, between CA, Inc. and Mellon Investor Services LLC,
as Rights Agent (including Forms of Rights Certificate and of
Election to Exercise as Exhibit A thereto and Form of
Certificate of Designation and Terms of Participating
Preferred Stock as Exhibit B thereto) (incorporated by
reference to Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 16, 2006). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
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CA, INC. |
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By |
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/s/ Kenneth V. Handal |
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Name: Kenneth V. Handal |
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Title: Executive Vice
President,
Governance
Co-General
Counsel and Corporate
Secretary |
Date: November 15, 2006