UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Affiliated Computer Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-12665 (Commission File Number)		51-0310342 (IRS Employer Identification No.)

2828 North Haskell Avenue
Dallas, Texas 75204
(Address of principal executive offices, including zip code)

(214) 841-6111
(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:

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-14(c) under the Exchange Act (17 CFR 240.13e-14(c))

 

 

Item 5.04		Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

     Affiliated Computer Services, Inc. (the “Company”) was notified by the plan administrator of the ACS Savings Plan (the “Plan”) that as a result of a change in Plan recordkeepers, there will be a blackout period in which Plan participants will be unable to direct or diversify investments in individual accounts, obtain a loan from the Plan or obtain a distribution from the Plan. The blackout period is expected to begin on November 21, 2005 and is expected to end on or about December 21, 2005. During the blackout period and for a period of two years after the blackout period has ended, security holders of the Company or other interested parties may obtain, without charge, information regarding the beginning and ending dates of the blackout period upon written request to 2828 North Haskell Avenue, Dallas, Texas 75204, Attention: William L. Deckelman, Jr., General Counsel and Corporate Secretary.

     As required by Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR (17 CFR §245) promulgated by the Securities and Exchange Commission (“SEC”), the Company has transmitted a notice of the blackout period to its directors and executive officers concurrently with the filing of this Current Report on Form 8-K with the SEC. The form of notice is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01		Regulation FD Disclosure.

     On October 20, 2005, Affiliated Computer Services, Inc. (the “Company”) held a Fiscal Year 2006 First Quarter Earnings Conference Call on its website. Attached as Exhibit 99.2 is a copy of the transcript of the Company’s presentation during that call and the questions and answers following the presentation. Attached as Exhibit 99.3 are the slides presented during that call on the Company’s website.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the script of the Company’s presentation during the call and the questions and answers following the presentation attached as Exhibit 99.2 and the slides presented during the call attached hereto as Exhibit 99.3 are deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Statements contained in the Exhibits to this Form 8-K about the Company’s outlook and all other statements therein other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). These forward-looking statements and all references to financial estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the Company’s control, that could cause actual results to differ materially from such statements. While the Company believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors, including: loss of, or reduction of business from, significant clients; impairment of investments made to attract clients; competition; difficulties in executing

our acquisition strategy; failure to properly manage our operations and our growth; termination rights, audits and investigations of our government clients; protest of government client contract awards; exercise of contract termination provisions and service level penalties; pricing risks; potential actuarial consulting services and benefit plan management claims; loss of significant software vendor relationships; intellectual property infringement claims; rapid technological changes; U.S. and foreign laws relating to individually identifiable information; security; budget deficits at, or fluctuations in the number of requests for proposals issued by, state and local governments and their agencies; international risks; armed hostilities and terrorist attacks; failure to attract and retain necessary technical personnel and skilled management and qualified subcontractors; servicing risks related to loan portfolios we administer; disruption in utility or network services; and indemnification risk. These factors, when applicable, are discussed in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K filed on September 13, 2005, a copy of which may be obtained through the Company without charge. The Company disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future event, or otherwise.

Item 9.01		Financial Statements and Exhibits.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibits referenced below and the information set forth therein are deemed to be furnished pursuant to Item 7.01 hereof and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

(c)      Exhibits

EXHIBIT NUMBER		DESCRIPTION
99.1		Form of Notice of Blackout Period to directors and officers, dated as of October 26, 2005.
99.2		Transcript of Fiscal Year 2006 First Quarter Earnings Conference Call webcast on October 20, 2005.
99.3		Slide presentation appearing on Company’s website in connection with Fiscal Year 2006 First Quarter Earnings Conference Call on October 20, 2005.

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.

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
99.1		Form of Notice of Blackout Period to directors and officers, dated as of October 26, 2005.
99.2		Transcript of Fiscal Year 2006 First Quarter Earnings Conference Call webcast on October 20, 2005.
99.3		Slide presentation appearing on Company’s website in connection with Fiscal Year 2006 First Quarter Earnings Conference Call on October 20, 2005.