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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>As filed with the Securities and Exchange Commission on December&nbsp;6, 2005</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Registration No.&nbsp;333-____________</B>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt; margin-top:6pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><B>Registration Statement Under The Securities Act Of 1933</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>
<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>AFFILIATED COMPUTER SERVICES, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="48%">&nbsp;</TD>
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    <TD width="48%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>51-0310342</B><BR>
(I.R.S. employer identification number)</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>2828 North Haskell Avenue<BR>
Dallas, Texas 75204</B><BR>
(Address, including zip code, of principal executive offices)<BR>
<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Affiliated Computer Services, Inc. 1997 Stock Incentive Plan</B><BR>
(Full title of the Plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>William L. Deckelman, Jr., Esq.<BR>
Executive Vice President, Secretary and General Counsel<BR>
Affiliated Computer Services, Inc.<BR>
2828 North Haskell Avenue<BR>
Dallas, Texas 75204<BR>
(214)&nbsp;841-6111 (phone)</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">(Name, address and telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Copy to:<BR>
C. Neel Lemon, III<BR>
Baker Botts L.L.P.<BR>
2001 Ross Avenue<BR>
Dallas, Texas 75201<BR>
(214)&nbsp;953-6954</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">

<TD nowrap align="left" colspan="15" style="border-bottom: 3px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Offering Price per</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Aggregate Offering</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left"><DIV style="margin-left: 40px; text-indent: 0px"><B>Title of Securities to be Registered</B></DIV></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registered (1)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Share (2)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Price (2)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registration Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Class&nbsp;A Common Stock, par value
$0.01 per share</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">8,000,000</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 1px solid #000000">$56.00</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 1px solid #000000">$448,000,000</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 1px solid #000000">$47,936.00 (2)</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Class&nbsp;A Common Stock Purchase Rights</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 1px solid #000000">(3)&nbsp;&nbsp;&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD align="right" valign="bottom" style="border-top: 1px solid #000000">N/A
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD align="center" valign="bottom" style="border-top: 1px solid #000000">N/A
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">N/A (3)&nbsp;&nbsp;&nbsp;</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px solid #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>


<DIV align="left" style="margin-top: 6pt">

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule&nbsp;416 of the Securities Act of 1933, as amended (the &#147;Act&#148;), this Registration
Statement includes any additional shares of the registrant&#146;s Class&nbsp;A Common Stock that may be
issued pursuant to anti-dilution provisions contained in the plans and a Class&nbsp;A Common Stock
purchase right that is attached to each share of Class&nbsp;A Common Stock. Pursuant to Rule 416(c)
under the Act, there is also being registered an indeterminate number of plan interests to be
offered or sold pursuant to the plans.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c)
and 457(h) under the Act, the offering price and registration fee are
based on a price of $56.00
per share, which price is an average of the high and low prices of the Class&nbsp;A Common Stock as
reported by the New York Stock Exchange on December&nbsp;5, 2005.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>The rights to purchase Class&nbsp;A Common Stock are attached to and trade with the Class&nbsp;A Common
Stock. No additional registration fee is required pursuant to Rule 457(g) under the Act since no
additional consideration will be received for the rights and the rights are being registered in the
same registration statement as the securities being offered pursuant to the rights.</TD>
</TR>

</TABLE>
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Affiliated Computer Services, Inc., a Delaware corporation, previously filed (i)&nbsp;a
Registration Statement on Form S-8 (File No.&nbsp;333-42385) with the Securities and Exchange Commission
(the &#147;Commission&#148;) on December&nbsp;16, 1997 (the &#147;Prior Registration Statement&#148;) for the purpose of
registering 4,806,849 shares of our Class&nbsp;A common stock available for issuance in accordance with
the terms of the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan and the Computer Data
Systems, Inc. 1991 Long-Term Incentive Plan and (ii)&nbsp;a Post-Effective Amendment No.&nbsp;1 to the Prior
Registration Statement on November&nbsp;1, 2004 to reflect the Class&nbsp;A common stock purchase rights that
are attached to and trade with the Class&nbsp;A common stock, to revise the exhibit listing and to
provide that the shares of Class&nbsp;A common stock (including the Class&nbsp;A common stock purchase right
that is attached to each share) registered shall be deemed to include any additional shares which
may be issued under either plan as a result of a stock split, stock dividend or other anti-dilution
provision (&#147;Post-Effective Amendment No.&nbsp;1&#148;). The Computer Data Systems, Inc. 1991 Long-Term
Incentive Plan has been terminated and all options granted pursuant thereto have been exercised or
cancelled.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement covers 8,000,000 additional shares of the Class&nbsp;A common stock,
$0.01 par value of Affiliated Computer Services, Inc. (the &#147;Company&#148;) issuable pursuant to the
Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (the &#147;1997 Stock Incentive Plan&#148;),
including the Class&nbsp;A common stock purchase rights that are attached to and trade with the Class&nbsp;A
common stock and any additional shares which may be issued under the 1997 Stock Incentive Plan as a
result of a stock split, stock dividend or other anti-dilution provision. Pursuant to Instruction E
of Form S-8, the contents of our Prior Registration Statement as amended by Post-Effective
Amendment No.&nbsp;1 are incorporated herein by reference.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Plan Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement includes two forms of prospectus. The documents constituting the
prospectus under Part&nbsp;I of this Registration Statement (the &#147;Plan Prospectus&#148;) will be sent or
given to participants in the Plan as specified by Rule&nbsp;428(b)(1) under the Securities Act of 1933
(the &#147;Act&#148;), as amended. The second prospectus (the &#147;Resale Prospectus&#148;) may be used in connection
with reoffers and resales, made on a delayed or continuous basis in the future, as provided by Rule
415 under the Act, of shares of Class&nbsp;A common stock of the Company acquired by 1997 Stock
Incentive Plan participants prior to or after the date of this Registration Statement. The Plan
Prospectus has been omitted from this Registration Statement as permitted by Part&nbsp;I of Form S-8.
The Resale Prospectus is filed as part of this Registration Statement as required by Form S-8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon written or oral request, the Company will provide, without charge, the documents
incorporated by reference in Item&nbsp;3 of Part&nbsp;II of this Registration Statement. The documents are
incorporated by reference in both the Plan Prospectus and the Resale Prospectus. The Company will
also provide, without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b) under the Act. Requests for the above mentioned
information, should be directed in writing or by telephone to Affiliated Computer Services, Inc.,
Attention: William L. Deckelman, Jr., Executive Vice President, Secretary and General Counsel, 2828
North Haskell Avenue, Dallas, Texas 75204; telephone: (214)&nbsp;841-6111.
</DIV>

<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RESALE PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>AFFILIATED COMPUTER SERVICES, INC.<BR>
2828 NORTH HASKELL AVENUE<BR>
DALLAS, TEXAS 75204<BR>
(214)&nbsp;841-6111</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>2,137,300 SHARES OF CLASS A COMMON STOCK</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This resale prospectus relates to the offer and sale of up to 2,137,300 shares of our Class&nbsp;A
common stock from time to time by the selling stockholders identified beginning on page 13 of this
resale prospectus or by permitted transferees. The Class&nbsp;A common stock is issuable to the selling
stockholders from time to time under our 1997 Stock Incentive Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Class&nbsp;A common stock is traded on the New York Stock Exchange under the symbol &#147;ACS.&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sales by the selling stockholders. The Class
A common stock may be sold from time to time by the selling stockholders either directly in private
transactions, or through one or more brokers or dealers on the New York Stock Exchange, or any
other market or exchange on which the Class&nbsp;A common stock is quoted or listed for trading, at such
prices and upon such terms as may be obtainable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon any sale of the Class&nbsp;A common stock, by a selling stockholder and participating agents,
brokers, dealers or market makers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended, and commissions or discounts or any profit realized on the
resale of such securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No underwriter is being utilized in connection with this offering. We will pay all expenses
incurred in connection with this offering and the preparation of this resale prospectus.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE &#147;RISK FACTORS&#148; BEGINNING ON PAGE 6.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS RESALE PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">The date of this resale prospectus is December&nbsp;6, 2005
</DIV>


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>TABLE OF CONTENTS</B></U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" colspan="2"><B>Page</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101"><B>WHERE YOU CAN FIND MORE INFORMATION</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>4</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102"><B>INFORMATION INCORPORATED BY REFERENCE</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>5</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>6</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104"><B>RISK FACTORS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>6</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105"><B>USE OF PROCEEDS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>13</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106"><B>SELLING STOCKHOLDERS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>13</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107"><B>PLAN OF DISTRIBUTION</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>15</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108"><B>LEGAL MATTERS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>16</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109"><B>EXPERTS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>16</B></TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d30984exv4w6.htm">Amendment No. 1 to 1997 Stock Incentive Plan</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d30984exv5w1.htm">Opinion and Consent of Baker Botts LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d30984exv23w1.htm">Consent of PricewaterhouseCoopers LLP</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should only rely on the information incorporated by reference or provided in this resale
prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The Class&nbsp;A common stock is not being offered in any state where the offer is not
permitted. You should not assume that the information in this resale prospectus or any supplement
is accurate as of any date other than the date on the front of this prospectus or such supplement.
</DIV>
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file proxy statements and annual, quarterly and special reports with the Securities and
Exchange Commission (the &#147;Commission&#148;). You may read and copy this information, for a copying fee,
at the Commission&#146;s Public Reference Room at 100 F Street, NE, Room&nbsp;1580, Washington, D.C. 20549.
Please call the Commission at (202)&nbsp;551-8090 for more information on its public reference rooms.
Our Commission filings are also available to the public for a fee from commercial document
retrieval services and free of charge at the web site maintained by the Commission at
<U>http://www.sec.gov</U>. We also provide access to these reports on
our web site at <U>www.acs-inc.com</U>.
Information on our web site is not incorporated by reference in this resale prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Class&nbsp;A common stock is traded on the New York Stock Exchange and, therefore, the
information we file with the Commission may also be inspected at the offices of the New York Stock
Exchange, located at 20 Broad Street, New York, NY 10005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Commission a registration statement on Form S-8 under the Securities
Act of 1933, as amended, to register with the Commission the resale of the shares of the Class&nbsp;A
common stock described in this resale prospectus. This resale prospectus is part of that
registration statement, and provides you with a general description of the shares of the Class&nbsp;A
common stock being registered, but does not include all of the information you can find in the
registration statement or the exhibits. You should refer to the registration statement and its
exhibits for more information about us, and the shares of Class&nbsp;A common stock being registered.
</DIV>

<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION INCORPORATED BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Commission allows us to &#147;incorporate by reference&#148; information into this resale
prospectus, which means that we can disclose important information to you by referring to another
document filed separately by us with the Commission. The information incorporated by reference is
deemed to be part of this resale prospectus, except for information superseded by this prospectus.
This resale prospectus incorporates by reference the documents set forth below that we have
previously filed with the Commission as of their respective filing dates. These documents contain
important information about us and our finances.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K for the fiscal year ended June&nbsp;30, 2005, filed on
September&nbsp;13, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended September&nbsp;30, 2005, filed
on November&nbsp;9, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K, filed on July&nbsp;1, 2005, August&nbsp;10,
2005<SUP style="font-size: 85%; vertical-align: text-top">*</SUP>, August&nbsp;29, 2005, August&nbsp;31, 2005, September&nbsp;14, 2005, September&nbsp;30,
2005, October&nbsp;3, 2005, October&nbsp;3, 2005, October&nbsp;26, 2005<SUP style="font-size: 85%; vertical-align: text-top">*</SUP> and November&nbsp;16,
2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of our Class&nbsp;A common stock, contained in our
Registration Statement on Form 8-A12B/A, filed September&nbsp;26, 1994, including any
amendment or report filed for the purpose of updating such description; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of securities contained in our Registration Statement
on Form 8-A12G, filed on August&nbsp;21, 1997, including any amendment or report filed for
the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also incorporating by reference additional documents that we may file with the
Commission in the future under Section&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 prior to the termination of this offering. Nothing in this resale prospectus shall be deemed
to incorporate information furnished by us, but not filed with the Commission, pursuant to Items
2.02, 7.01 or 9.01 of Form 8-K.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statements contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein) modifies or replaces such statement. Any statement
so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a
part hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If you are a stockholder, we may have sent you some of the documents incorporated by
reference, but you can obtain any of them through us or the Commission. Documents incorporated by
reference are available from us without charge. Any person to whom this resale prospectus is
delivered may obtain documents incorporated by reference into this resale prospectus, other than
exhibits to the documents unless such exhibits are specifically incorporated by reference in the
documents, by requesting them in writing or by telephone from:
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="2%"></TD>
    <TD width="1%"></TD>
    <TD width="97"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">*</SUP></TD>
    <TD>&nbsp;</TD>
    <TD> Indicates that Current Report on Form 8-K
submitted to the Commission includes information &#147;furnished&#148;
pursuant to Item&nbsp;7.01 of Form 8-K. Pursuant to General Instruction B of Form
8-K, such information is not deemed to be &#147;filed&#148; for the purpose
of Section&nbsp;18 of the Securities Exchange Act of 1934. The information furnished
pursuant to Item&nbsp;7.01 in such report is not subject to the liabilities of
Section&nbsp;18 of the Securities Exchange Act of 1934, is not incorporated into
this registration statement on Form S-8 and we do not intend to incorporate any
information furnished pursuant to Item&nbsp;7.01 of Form 8-K into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Affiliated Computer Services, Inc.<BR>
Attention: William L. Deckelman, Jr.<BR>
Executive Vice President, Secretary and General Counsel<BR>
2828 North Haskell Avenue<BR>
Dallas, Texas 75204<BR>
Telephone: (214)&nbsp;841-6111
</DIV>

<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This resale prospectus and the documents incorporated by reference herein contain &#147;forward
looking statements&#148; within the meaning of the Private Securities Litigation Reform Act of 1995 and
the provisions of Section&nbsp;27A of the Securities Act of 1933, as amended and Section&nbsp;21E of the
Securities Exchange Act of 1934, as amended (which Sections were adopted as part of Private
Securities Litigation Reform Act of 1995). While management has based any forward-looking
statements contained herein on its current expectations, the information on which such expectations
were based may change. These forward-looking statements rely on a number of assumptions concerning
future events and are subject to a number of risks, uncertainties, and other factors, many of which
are outside of our control, that could cause actual results to materially differ from such
statements. Such risks, uncertainties, and other factors include, but are not necessarily limited
to, those set forth under the caption &#147;Risk Factors.&#148; In addition, we operate in a highly
competitive and rapidly changing environment, and new risks may arise. Accordingly, investors
should not place any reliance on forward-looking statements as a prediction of actual results. We
disclaim any intention to, and undertake no obligation to, update or revise any forward-looking
statement.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Any investment in our Class&nbsp;A common stock involves a high degree of risk. You should carefully
consider the following information about risks, together with other information contained in this
resale prospectus, before making an investment decision. Additional risks and uncertainties not
known to us or that we now believe to be immaterial could also impair our business. If any of the
following risks actually occur, our business, results of operations, financial condition and
liquidity could be adversely affected. As a result, the market price of the Class&nbsp;A common stock
could decline, and you may lose all or a part of your investment in the Class&nbsp;A common stock. Some
of the risks that could cause our results to vary are discussed below.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Loss of, or reduction of business from, significant clients</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our revenues, profitability and cash flow could be materially adversely affected by the loss of
significant clients and/or the reduction of volumes and services provided to our significant
clients as a result of, among other things, their merger or acquisition, divestiture of assets or
businesses, contract expiration or non-renewal, or business failure or deterioration. In addition,
we incur fixed costs related to our information technology outsourcing and business process
outsourcing clients. Therefore the loss of any one of our significant clients could leave us with a
significantly higher level of fixed costs than is necessary to serve our remaining clients, thereby
reducing our profitability and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Impairment of investments made to attract clients</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In order to attract and retain large outsourcing contracts we sometimes make significant capital
investments to perform the agreement, such as purchases of information technology equipment and
costs incurred to develop and implement software. The net book value of such assets recorded,
including a portion of our intangible assets, could be impaired, and our earnings and cash flow
could be materially adversely affected in the event of the early termination of all or a part of
such a contract or the reduction in volumes and services thereunder for reasons such as, among
other things, the client&#146;s merger or acquisition, divestiture of assets or businesses, business
failure or deterioration, or a client&#146;s exercise of contract termination rights.
</DIV>



<P align="center" style="font-size: 10pt">6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Competition</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We expect to encounter additional competition as we address new markets and new competitors enter
our existing markets. If we are forced to lower our pricing or if demand for our services
decreases, our business, financial condition, results of operations, and cash flow may be
materially and adversely affected. Some of our competitors have substantially greater resources,
and they may be able to use their resources to adapt more quickly to new or emerging technologies,
to devote greater resources to the promotion and sale of their products and services, or to obtain
client contracts where sizable asset purchases, investments or financing support are required. In
addition, we must frequently compete with a client&#146;s own internal business process and information
technology capabilities, which may constitute a fixed cost for the client.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In the future, competition could continue to emerge from large computer hardware or software
providers as they shift their business strategy to include services. Competition has also emerged
from European and Indian offshore service providers seeking to expand into our markets and from
large consulting companies seeking operational outsourcing opportunities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Difficulties in executing our acquisition strategy</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We intend to continue to expand our business through the acquisition of complementary companies.
We cannot, however, make any assurances that we will be able to identify any potential acquisition
candidates or consummate any additional acquisitions or that any future acquisitions will be
successfully integrated or will be advantageous to us. Without additional acquisitions, we are
unlikely to maintain historical total growth rates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Failure to properly manage our operations and our growth</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have rapidly expanded our operations in recent years. We intend to continue expansion in the
foreseeable future to pursue existing and potential market opportunities. This rapid growth places
a significant demand on our management and operational resources. In order to manage growth
effectively, we must implement and improve our operational systems, procedures, and controls on a
timely basis. If we fail to implement these systems, procedures and controls on a timely basis, we
may not be able to service our clients&#146; needs, hire and retain new employees, pursue new business,
complete future acquisitions or operate our businesses effectively. We could also trigger
contractual credits to clients. Failure to properly transition new clients to our systems, properly
budget transition costs or accurately estimate new contract operational costs could result in
delays in our contract performance, trigger service level penalties or result in contracts whose
profit margins did not meet our expectations or our historical profit margins. Failure to
properly integrate acquired operations could result in increased cost. As a result of any of these
problems associated with expansion, our business, financial condition, results of operations and
cash flow could be materially and adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Government clients &#151; termination rights, audits and investigations</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Approximately 42% of our revenues are derived from contracts with state and local governments and
from a contract with the Department of Education. Governments and their agencies may terminate most
of these contracts at any time, without cause. Also, our Department of Education contract is
subject to the approval of appropriations being made by the United States Congress to fund the
expenditures to be made by the Federal government under this contract. Additionally, government
contracts are generally subject to audits and investigations by government agencies. If the
government finds that we improperly charged any costs to a contract, the costs are not reimbursable
or, if already reimbursed, the cost must be refunded to the government. If the government
discovers improper or illegal activities in the course of audits or investigations, the contractor
may be subject to various civil and criminal penalties and administrative sanctions, which may
include termination of contracts, forfeiture of profits, suspension of payments, fines and
suspensions or debarment from doing business with the government. Any resulting penalties or
sanctions could have a material adverse effect on our business, financial condition, results of
operations and cash flow. Further, the negative publicity that arises from findings in such audits,
investigations or the penalties or sanctions therefore could have an adverse effect on our
reputation in the industry and reduce our
</DIV>



<P align="center" style="font-size: 10pt">7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">ability to compete for new contracts and may also have a material adverse effect on our business,
financial condition, results of operations and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Government
clients &#151; protests of contract awards</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">After an award of a government contract, a competing bidder may protest the award. If we are
awarded the contract and it is protested, it will be necessary to incur costs to defend the award
of the contract, which costs may be significant and could include hiring experts to defend the
basis for the contract award. Some contract protests may take years to resolve. In some instances
where we are awarded a contract, the contracting government entity may request that we sign a
contract and commence services, even though the contract award has been protested. If the protest
is upheld, then our contract would be terminated and the amounts due to us for services that have
been performed to date would be subject to payment pursuant to the terms of the terminated
contract. Such terms may not provide for full recovery of our incurred costs. In addition, if the
government agency requests that we make changes to our contractual agreement during a protest
period, but the government agency is unable or unwilling to modify the contract at the end of the
protest period (whether or not we are successful in defending the protest), then we may be unable
to recover the full costs incurred in making such changes. In addition, we may suffer negative
publicity as the result of any contract protest being upheld and our contract being terminated.
Further, if there is a re-bid of the contract, we would incur additional costs associated with the
re-bid process and be subject to a potential protest if we are awarded a subsequent contract.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Exercise of contract termination provisions and service level penalties</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Most of our contracts with our clients permit termination in the event our performance is not
consistent with service levels specified in those contracts, or provide for credits to our clients
for failure to meet service levels. In addition, if clients are not satisfied with our level of
performance, our clients may seek damages as permitted under the contract and/or our reputation in
the industry may suffer, which could materially and adversely affect our business, financial
condition, results of operations, and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Pricing risks</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Many of our contracts contain provisions requiring that our services be priced based on a
pre-established standard or benchmark regardless of the costs we incur in performing these
services. Many of our contracts contain pricing provisions that require the client to pay a set fee
for our services regardless of whether our costs to perform these services exceed the amount of the
set fee. Some of our contracts contain re-pricing provisions which can result in reductions of our
fees for performing our services. In such situations, we are exposed to the risk that we may be
unable to price our services to levels that will permit recovery of our costs, and may adversely
affect our operating results and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Actuarial
consulting services and benefit plan management &#151; potential claims</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In May&nbsp;2005, we acquired the human resources consulting business of Mellon Financial Corporation,
which includes actuarial consulting services related to commercial, governmental and Taft-Hartley
pension plans. Providers of these types of consulting services have experienced frequent claims,
some of which have resulted in litigation and significant settlements or judgments, particularly
when investment markets have performed poorly and pension funding levels have been adversely
impacted. In addition, our total benefits outsourcing business unit manages and administers
benefit plans on behalf of its clients and is responsible for processing numerous plan transactions
for current and former employees of those clients. We are subject to claims from the client and
its current and former employees if transactions are not properly processed. If any claim is made
against us in the future related to our actuarial consulting services or benefit plan management
services, our business, financial condition, results of operations and cash flow could be
materially adversely affected as a result of the time and cost required to defend such a claim, the
cost of settling such a claim or paying any judgments resulting therefrom, or the damage to our
reputation in the industry that could result from the negative publicity surrounding such a claim.
</DIV>



<P align="center" style="font-size: 10pt">8
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Loss of significant software vendor relationships</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our ability to service our clients depends to a large extent on our use of various software
programs that we license from a small number of primary software vendors. If our significant
software vendors were to terminate, refuse to renew our contracts with them or offer to renew our
contracts with them on less advantageous terms than previously contracted, we might not be able to
replace the related software programs and would be unable to serve our clients or we would
recognize reduced margins from the contracts with our clients, either of which could have a
material adverse effect on our business, revenues, profitability and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Intellectual property infringement claims</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We rely heavily on the use of intellectual property. We do not own the majority of the software
that we use to run our business; instead we license this software from a small number of primary
vendors. If these vendors assert claims that we or our clients are infringing on their software or
related intellectual property, we could incur substantial costs to defend these claims, which could
have a material effect on our profitability and cash flow. In addition, if any of our vendors&#146;
infringement claims are ultimately successful, our vendors could require us (1)&nbsp;to cease selling or
using products or services that incorporate the challenged software or technology, (2)&nbsp;to obtain a
license or additional licenses from our vendors, or (3)&nbsp;to redesign our products and services which
rely on the challenged software or technology. If we are unsuccessful in the defense of an
infringement claim and our vendors require us to initiate any of the above actions, then such
actions could have a material adverse effect on our business, financial condition, results of
operations and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Rapid technological changes</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The markets for our business process and information technology services are subject to rapid
technological changes and rapid changes in client requirements. We may be unable to timely and
successfully customize products and services that incorporate new technology or to deliver the
services and products demanded by the marketplace.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>United States and Foreign Jurisdiction laws relating to individually identifiable information</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We process, transmit and store information relating to identifiable individuals, both in our role
as a service provider and as an employer. As a result, we are subject to numerous United States
(both federal and state) and foreign jurisdiction laws and regulations designed to protect
individually identifiable information, including social security numbers, financial and health
information. For example, in 1996, Congress passed the Health Insurance Portability and
Accountability Act and as required therein, the Department of Health and Human Services established
regulations governing, among other things, the privacy, security and electronic transmission of
individually identifiable health information. We have taken measures to comply with each of those
regulations on or before the required dates. Another example is the European Union Directive on
Data Protection, entitled &#147;Directive 95/46/EC of the European Parliament and of the Council of 24
October&nbsp;1995 on the protection of individuals with regard to the processing of personal data and on
the free movement of such data&#148;. We have also taken steps to address the requirements of that
Directive. Other United States (both federal and state) and foreign jurisdiction laws apply to the
processing of individually identifiable information as well, and additional legislation may be
enacted at any time. Failure to comply with these types of laws may subject us to, among other
things, liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity,
restrictions on our ability to process information and allegations by our clients that we have not
performed our contractual obligations, any of which may have a material adverse effect on our
profitability and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Security</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Security systems have been implemented with the intent of maintaining the physical security of our
facilities and to protect confidential information and information related to identifiable
individuals from unauthorized access through our information systems, but we are subject to breach
of security systems at the facilities at which we maintain such confidential customer information
and information relating to identifiable individuals. If unauthorized users gain physical access
to the facility or electronic access to our information
</DIV>



<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">systems, such information may be subject to theft and misuse. Any theft or misuse of such
information could result in, among other things, unfavorable publicity, difficulty in marketing our
services, allegations by our clients that we have not performed our contractual obligations and
possible financial obligations for damages related to the theft or misuse of such information, any
of which may have a material adverse effect on our profitability and cash flow. We anticipate that
breaches of security will occur from time to time, but the magnitude and impact on our business of
any future breach cannot be ascertained.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Budget deficits at, or fluctuations in the number of requests for proposals issued by, state and
local governments and their agencies</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Approximately 42% of our revenues are derived from contracts with state and local governments and
their agencies. Currently, many state and local governments that we have contracts with are facing
potential budget deficits. Also, the number of requests for proposals issued by state and local
government agencies is subject to fluctuation. It is unclear what impact, if any, these deficits
may have on our future business, revenues, results of operations and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>International risks</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Recently we have expanded our international operations and also continually contemplate the
acquisition of companies formed and operating in foreign countries. We have approximately 14,000
employees in Mexico, Guatemala, India, Ghana, Jamaica, Dominican Republic, Spain, Malaysia,
Ireland, Germany, China, United Kingdom and Canada, as well as a number of other countries, that
primarily support our commercial business process and information technology outsourcing services.
Our international operations and acquisitions are subject to a number of risks. These risks include
the possible impact on our operations of the laws of foreign countries where we may do business
including, among others, data privacy, laws regarding licensing and labor council requirements. In
addition, we may experience difficulty integrating the management and operations of businesses we
acquire internationally, and we may have difficulty attracting, retaining and motivating highly
skilled and qualified personnel to staff key managerial positions in our ongoing international
operations. Further, our international operations and acquisitions are subject to a number of
risks related to general economic and political conditions in foreign countries where we operate,
including, among others, fluctuations in foreign currency exchange rates, cultural differences,
political instability and additional expenses and risks inherent in conducting operations in
geographically distant locations. Our international operations and acquisitions may also be
impacted by trade restrictions, such as tariffs and duties or other trade controls imposed by the
United States or other jurisdictions, as well as other factors that may adversely affect our
business, financial condition and operating results. Because of these foreign operations we are
subject to regulations, such as those administered by the Department of Treasury&#146;s Office of
Foreign Assets Controls (&#147;OFAC&#148;) and export control regulations administered by the Department of
Commerce. Violation of these regulations could result in fines, criminal sanctions against our
officers, and prohibitions against exporting, as well as damage to our reputation, which could
adversely affect our business, financial condition and operating results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Armed hostilities and terrorist attacks</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Terrorist attacks and further acts of violence or war may cause major instability in the U.S. and
other financial markets in which we operate. In addition, armed hostilities and acts of terrorism
may directly impact our physical facilities and operations, which are located in North America,
Central America, South America, Europe, Africa, Australia, Asia and the Middle East, or those of
our clients. These developments subject our worldwide operations to increased risks and, depending
on their magnitude, could have a material adverse effect on our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Failure to attract and retain necessary technical personnel, skilled management and qualified
subcontractors</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our success depends to a significant extent upon our ability to attract, retain and motivate highly
skilled and qualified personnel and to subcontract with qualified, competent subcontractors. If we
fail to attract, train, and retain, sufficient numbers of these technically-skilled people or are
unable to contract with qualified,
</DIV>



<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">competent subcontractors, our business, financial condition, and results of operations will be
materially and adversely affected. Experienced and capable personnel in the technology industry
remain in high demand, and there is continual competition for their talents. Our success also
depends on the skills, experience, and performance of key members of our management team and on
qualified, competent subcontractors. The loss of any key employee or the loss of a key subcontract
relationship could have an adverse effect on our business, financial condition, cash flow, results
of operations and prospects.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Servicing Risks</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We service (for various lenders and under various service agreements) a portfolio of approximately
$23&nbsp;billion of loans, as of September&nbsp;30, 2005, made under the Federal Family Education Loan
Program, which loans are guaranteed by a Federal government agency. If a loan is in default, then
a claim is made upon the guarantor. If the guarantor denies the claim because of a servicing
error, then under certain of the servicing agreements we may be required to purchase the loan from
the lender. Upon purchase of the loan, we attempt to cure the servicing errors and either sell the
loan back to the guarantor (which must occur within a specified period of time) or sell the loan on
the open market to a third party. We are subject to the risk that we may be unable to cure the
servicing errors or sell the loan on the open market. Our reserves, which are based on historical
information, may be inadequate if our servicing performance results in the requirement that we
repurchase a substantial number of loans, which repurchase could have a material adverse impact on
our cash flow and profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Disruption in Utility or Network Services</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our services are dependent on the companies providing electricity and other utilities to our
operating facilities, as well as network companies providing connectivity to our facilities and
clients. While there are backup systems in many of our operating facilities, an extended outage of
utility or network services may have a material adverse effect on our operations, revenues, cash
flow and profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Indemnification Risk</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our contracts, including our agreements with respect to divestitures, include various
indemnification obligations. If we are required to satisfy an indemnification obligation, that may
have a material adverse effect on our business, profitability and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Darwin Deason has Substantial Control over our Company and can Affect Virtually all Decisions Made
by our Stockholders</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Darwin Deason beneficially owns 6,599,372 shares of Class&nbsp;B common stock and 2,349,030 shares of
the Class&nbsp;A common stock as of November&nbsp;4, 2005. Mr.&nbsp;Deason controls approximately 37.13% of our
total voting power (based on total shares of common stock outstanding as of November&nbsp;4, 2005). As
a result, Mr.&nbsp;Deason has the requisite voting power to significantly affect virtually all of our
decisions, including the power to block corporate actions such as an amendment to most provisions
of our certificate of incorporation. In addition, Mr.&nbsp;Deason may significantly influence the
election of directors and any other action requiring stockholder approval. Recommendations of our
Nominating/Corporate Governance Committee of the Board of Directors regarding director nominees are
subject to the approval of Mr.&nbsp;Deason pursuant to his employment agreement with us. Mr.&nbsp;Deason has
an employment agreement, with a term that currently ends on May&nbsp;18, 2010, provided that such term
shall automatically be extended for an additional year on May&nbsp;18 of each year, unless thirty days
prior to May&nbsp;18 of any year, Mr.&nbsp;Deason gives notice to us that he does not wish to extend the term
or our Board of Directors (upon a unanimous vote of the directors, except for Mr.&nbsp;Deason) gives
notice to Mr.&nbsp;Deason that it does not wish to extend the term.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Certain Provisions of our Certificate of Incorporation, Bylaws and Delaware Law Could Deter
Takeover Attempts</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Some provisions in our certificate of incorporation and bylaws could delay, defer, prevent or make
more difficult a merger, tender offer, or proxy contest involving our capital stock. Our
stockholders might view transactions
</DIV>



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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">such as these as being in their best interests because, for example, a change of control might
result in a price higher than the market price for shares of the Class&nbsp;A common stock. Among other
things, these provisions:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require an 80% vote of the stockholders to amend some provisions of our certificate
of incorporation;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require an 80% vote of the stockholders to amend some provisions of our bylaws;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>permit only our Chairman, President or a majority of the Board of Directors to call
stockholder meetings;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>authorize our Board of Directors to issue up to 3,000,000 shares of preferred stock
in series with the terms of each series to be fixed by our Board of Directors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>authorize our Board of Directors to issue Class&nbsp;B Common Stock, which shares are
entitled to ten votes per share;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>permit directors to be removed, with or without cause, only by a vote of at least
80% of the combined voting power; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>specify advance notice requirements for stockholder proposals and director
nominations to be considered at a meeting of stockholders.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, with some exceptions, Section&nbsp;203 of the Delaware General Corporation Law restricts
mergers and other business combinations between us and any holder of 15% or more of our voting
stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We also have a stockholder rights plan. Under this plan, after the occurrence of specified events,
our stockholders will be able to buy stock from us or our successor at reduced prices. These rights
will not extend, however, to persons participating in takeover attempts without the consent of our
Board of Directors. Accordingly, this plan could delay, defer or prevent a change of control of our
company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Further, we have entered into severance agreements with certain of our executive officers, which
may have the effect of discouraging an unsolicited takeover proposal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Availability of Significant Amounts of our Class&nbsp;A Common Stock for Sale Could Cause the Market
Price of the Class&nbsp;A Common Stock to Decline</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">There are a substantial number of shares of our Class&nbsp;A common stock that may be issued and
subsequently sold under various employee benefit plans upon exercise of employee stock options, and
upon conversion of our Class&nbsp;B common stock. In addition we have 500,000,000 authorized shares of
Class&nbsp;A common stock. The sale or issuance of additional shares of our Class&nbsp;A common stock could
adversely affect the prevailing market price of the Class&nbsp;A common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>The Price of our Class&nbsp;A Common Stock may Fluctuate Significantly, which may Result in Losses for
Investors</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The market price for the Common Stock has been and may continue to be volatile. For example, during
the 52-week period ended November&nbsp;11, 2005, the closing prices of the Class&nbsp;A common stock as
reported on the New York Stock Exchange ranged from a high of $61.23 per share to a low of $45.81
per share. We expect our stock price to be subject to fluctuations as a result of a variety of
factors, including factors beyond our control. These factors include and are not necessarily
limited to:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>actual or anticipated variations in operating results from guidance provided by us;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements of technological innovations or new products or services by us or our
competitors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements relating to strategic relationships or acquisitions;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">12
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in financial estimates or other statements by securities analysts or research firms;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in general economic conditions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>conditions or trends affecting the outsourcing industry; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in the economic performance and/or market valuations of other information
technology companies.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Because of this volatility, we may fail to meet the expectations of our stockholders or of
securities analysts at some time in the future, and our stock price could decline as a result.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, the stock market has experienced significant price and volume fluctuations that have
particularly affected the trading prices of equity securities of many high technology companies.
These fluctuations have often been unrelated or disproportionate to changes in the operating
performance of these companies. Any negative change in the public&#146;s perception of information
technology companies could depress our stock price regardless of our operating results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Other Risks</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have attempted to identify material risk factors currently affecting our business and company.
However, additional risks that we do not yet know of, or that we currently think are immaterial,
may occur or become material. These risks could impair our business operations or adversely affect
revenues, cash flow or profitability.
</DIV>

<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the Class&nbsp;A common stock by the
selling stockholders to the public pursuant to this resale prospectus. All proceeds from the sale
of the Class&nbsp;A common stock by the selling stockholders will be for the account of such selling
stockholder. We will, however, receive the exercise price of options at the time of their
exercise. Such proceeds will be contributed to working capital and be used for general corporate
purposes.
</DIV>

<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table lists the names of each selling stockholder and the number of shares of
the Class&nbsp;A common stock that could be sold by him pursuant to this resale prospectus.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Outstanding</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned Prior to the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock Which May Be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>after the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>after the</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">

<TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name and Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering <SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offered <SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Darwin Deason, Chairman of the Board
<SUP style="font-size: 85%; vertical-align: text-top">(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,349,030</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">360,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,989,030</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.69</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Mark A. King, Director, President and
Chief Executive Officer <SUP style="font-size: 85%; vertical-align: text-top">(4)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">698,239</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">603,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95,239</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Lynn Blodgett, Executive Vice President,
Chief Operating
Officer and Group
President &#151; Commercial Solutions
<SUP style="font-size: 85%; vertical-align: text-top">(5)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">278,100</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">262,600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">13
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Outstanding</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A Common</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned Prior to the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock Which May Be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>after the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>after the</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name and Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering <SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offered <SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Warren D. Edwards, Executive Vice
President and Chief Financial Officer
<SUP style="font-size: 85%; vertical-align: text-top">(6)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">185,258</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">180,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,258</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Tom Burlin, Executive Vice President and
Group President &#151; Government Solutions
<SUP style="font-size: 85%; vertical-align: text-top">(7)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">William L. Deckelman, Jr., Executive Vice
President and General Counsel
<SUP style="font-size: 85%; vertical-align: text-top">(8)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124,319</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">122,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,319</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John Rexford, Executive Vice President &#151;
Corporate Development <SUP style="font-size: 85%; vertical-align: text-top">(9)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">93,072</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,072</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Harvey Braswell, Executive Vice President
&#151; Sales <SUP style="font-size: 85%; vertical-align: text-top">(10)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">267,785</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">248,700</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,085</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John Brophy, Executive Vice President
<SUP style="font-size: 85%; vertical-align: text-top">(11)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">211,922</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,922</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Frank A. Rossi, Director <SUP style="font-size: 85%; vertical-align: text-top">(12)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Joseph P. O&#146;Neill, Director <SUP style="font-size: 85%; vertical-align: text-top">(13)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,620</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,620</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">J. Livingston Kosberg, Director
<SUP style="font-size: 85%; vertical-align: text-top">(14)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Dennis McCuistion, Director <SUP style="font-size: 85%; vertical-align: text-top">(15)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">595</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">595</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Indicates shares held are less than 1% of our Class&nbsp;A common stock.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(1) </SUP></TD>
    <TD>&nbsp;</TD>
    <TD>The percentage of shares beneficially owned is based upon 117,684,933 shares of
Class&nbsp;A common stock outstanding as of November&nbsp;4, 2005.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(2) </SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Does not constitute a commitment to sell any or all of the stated number of shares
of the Class&nbsp;A common stock. The number of shares of the Class&nbsp;A common stock offered shall be
determined from time to time by each selling stockholder in his sole discretion. Consists only of
those options that are vested and exercisable.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(3) </SUP></TD>
    <TD>&nbsp;</TD>
    <TD> Includes 360,000 of the shares of our Class&nbsp;A common stock owned by The Deason
International Trust. Mr.&nbsp;Deason holds the sole voting power with respect to such shares through an
irrevocable board resolution passed by the Trust. The investment power with respect to such shares
is held by the Trust. The shares of our Class&nbsp;A common stock include 360,000 shares of Class&nbsp;A
common stock which are not outstanding but are subject to options exercisable within sixty days;
and 6,136 shares owned by Mr.&nbsp;Deason</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">14
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>through the ACS Employee Stock Purchase Plan. Does not include 690,000 shares subject to options
that are not yet vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(4)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Includes 603,000 shares of Class&nbsp;A common stock which are not outstanding but are
subject to options exercisable within sixty days; 75,000 shares of our Class&nbsp;A common stock owned
through King Partners, Ltd., for which Mr.&nbsp;King holds the sole voting and investment power as
manager of the general partner; 9,378 shares of our Class&nbsp;A common stock owned by Mr.&nbsp;King&#146;s
spouse, to which Mr.&nbsp;King disclaims beneficial ownership; 2,251 shares of our Class&nbsp;A common stock
owned through the ACS 401(k) Plan; and 5,986 shares of our Class&nbsp;A common stock owned by Mr.&nbsp;King
through the ACS Employee Stock Purchase Plan. Mr.&nbsp;King disclaims beneficial ownership of the
securities owned by his spouse and this resale prospectus shall not be deemed an admission that Mr.
King is the beneficial owner of such securities for purposes of Section&nbsp;16 of the Securities
Exchange Act of 1934, as amended, or any other purpose. Does not include 540,000 shares subject to
options not yet vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(5)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Includes 262,600 shares of Class&nbsp;A common stock which are not outstanding but are
subject to options exercisable within sixty days. Does not include 384,400 shares subject to
options not yet vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(6)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Includes 180,000 shares of Class&nbsp;A common stock which are not outstanding but
are subject to options exercisable within sixty days; and 384 shares owned through the ACS 401(k)
Plan. Does not include 275,000 shares subject to options not yet vested and exercisable pursuant to
the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(7)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Does not include 100,000 shares subject to options not yet vested and
exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(8)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Includes 122,000 shares of Class&nbsp;A common stock which are not outstanding but are
subject to options exercisable within sixty days, including 8,000 which are owned by Mr.
Deckelman&#146;s spouse; 1,840 shares owned through the ACS 401(k) Plan; 183 shares owned through the
ACS Employee Stock Purchase Plan; and 296 shares owned by Mr.&nbsp;Deckelman&#146;s spouse through the ACS
Employee Stock Purchase Plan. Mr.&nbsp;Deckelman disclaims beneficial ownership of the securities owned
by his spouse and this resale prospectus shall not be deemed an admission that Mr.&nbsp;Deckelman is the
beneficial owner of such securities for purposes of Section&nbsp;16 of the Securities Exchange Act of
1934, as amended, or any other purpose. Does not include 120,000 shares subject to options not yet
vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(9)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD> Includes 85,000 shares of Class&nbsp;A common stock which are not outstanding but are
subject to options exercisable within sixty days; 2,078 shares owned through the ACS 401(k) Plan;
and 4,994 shares owned through the ACS Employee Stock Purchase Plan. Does not include 170,000
shares subject to options not yet vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(10)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Includes 248,700 shares of Class&nbsp;A common stock which are not outstanding but are
subject to options exercisable within sixty days; 424 shares owned through the ACS 401(k) Plan; and
2,561 shares owned through the ACS Employee Stock Purchase Plan. Does not include 140,000 shares
subject to options not yet vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(11)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Includes 210,000 shares of Class&nbsp;A common stock which are not outstanding but are
subject to options exercisable within sixty days; 221 shares owned through the ACS 401(k) Plan; and
1,701 shares owned through the ACS Employee Stock Purchase Plan. Does not include 190,000 shares
subject to options not yet vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">

<TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(12)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Includes 9,000 shares of Class&nbsp;A common stock, which are not outstanding, but are
subject to options exercisable within sixty days of the record date. Does not include 23,500
shares subject to options not yet vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(13)</SUP> </TD>
    <TD>&nbsp;</TD>
    <TD>Includes 57,000 shares of Class&nbsp;A common stock, which are not outstanding, but are
subject to options exercisable within sixty days. Does not include 35,500 shares subject to
options not yet vested and exercisable pursuant to the terms of the option grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(14)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>All shares are held in the Livingston Kosberg Trust. Mr.&nbsp;Kosberg holds the sole
voting power and sole investment power with respect to such shares as Trustee. Does not include
32,500 shares subject to options not yet vested and exercisable pursuant to the terms of the option
grant.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">(15)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>All shares are held in the McCuistion and Associates, Inc. Profit Sharing Plan.
Mr.&nbsp;McCuistion holds the sole voting power and sole investment power with respect to such shares.
Does not include 32,500 shares subject to options not yet vested and exercisable pursuant to the
terms of the option grant.</TD>
</TR>

</TABLE>


<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of Class&nbsp;A common stock may be sold from time to time by the selling stockholder,
or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one
or more
</DIV>



<P align="center" style="font-size: 10pt">15
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">exchanges or in the over-the-counter market, or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in negotiated transactions.
The shares of Class&nbsp;A common stock may be sold by one or more of the following, without limitation:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal to
facilitate the transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker or dealer as principal and resale by such broker or
dealer or for its account pursuant to the resale prospectus, as supplemented;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an exchange distribution in accordance with the rules of such exchange; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker solicits
purchasers.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder and sales to and through other broker-dealers or agents that
participate with the selling stockholder in the sale of the shares of Class&nbsp;A common stock may be
deemed to be &#147;underwriters&#148; within the meaning of the Securities Act of 1933 in connection with
these sales. In that event, any commissions received by the broker-dealers or agents and any
profit on the resale of the shares of Class&nbsp;A common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act of 1933.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any securities covered by this resale prospectus that qualify for sale pursuant
to Rule&nbsp;144 may be sold under Rule&nbsp;144 rather than pursuant to this resale prospectus, as
supplemented. From time to time, the selling stockholder may engage in short sales, short sales
against the box, puts and calls and other transactions in our securities or derivatives thereof,
and may sell and deliver the shares in connection therewith. Sales may also take place from time to
time through brokers pursuant to pre-arranged sales plans intended to qualify under Commission Rule
10b5-1.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no assurance that the selling stockholder will sell all or any portion of the shares
of the Class&nbsp;A common stock covered by this resale prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All expenses of registration of the Class&nbsp;A common stock, other than commissions and discounts
of underwriters, dealers or agents, shall be borne by us. As and when we are required to update
this resale prospectus, we may incur additional expenses.
</DIV>

<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the Class&nbsp;A common stock issuable under the Plan has been passed upon for us
by Baker Botts LLP, Dallas, Texas.
</DIV>

<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements and management&#146;s assessment of the effectiveness of internal control
over financial reporting (which is included in Management&#146;s Report on Internal Control over
Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended June&nbsp;30, 2005 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
</DIV>



<P align="center" style="font-size: 10pt">16
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the Commission are incorporated by reference:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K for the year ended June&nbsp;30, 2005, filed on September
13, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended September&nbsp;30, 2005, filed
on November&nbsp;9, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K, filed on July&nbsp;1, 2005, August&nbsp;10,
2005<SUP style="font-size: 85%; vertical-align: text-top">*</SUP>, August&nbsp;29, 2005, August&nbsp;31, 2005, September&nbsp;14, 2005, September&nbsp;30,
2005, October&nbsp;3, 2005, October&nbsp;3, 2005, October&nbsp;26, 2005<SUP style="font-size: 85%; vertical-align: text-top">*</SUP> and November&nbsp;16,
2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of our Class&nbsp;A common stock, contained in our
Registration Statement on Form 8-A12B/A, filed September&nbsp;26, 1994, including any
amendment or report filed for the purpose of updating such description; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of securities contained in our Registration Statement
on Form 8-A12G, filed on August&nbsp;21, 1997, including any amendment or report filed for
the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by Affiliated Computer Services, Inc. with the Commission pursuant to
Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent
to the date of this Registration Statement and prior to the termination of the offering to which it
relates shall 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 herein or in a
document incorporated by reference or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that the
statement is modified or superseded by any other subsequently filed document which is incorporated
or is deemed to be incorporated by reference herein. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement. Nothing in this Registration Statement shall be deemed to incorporate information
furnished by us but not filed with the Commission pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;9 of our Second Amended and Restated Certificate of Incorporation, as amended,
provides for indemnification of directors and officers to the full extent permitted under Delaware
law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law provides that a corporation has the power
to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement and
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left"><SUP style="font-size: 85%; vertical-align: text-top">*</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>Indicates that Current Report on Form 8-K
submitted to the Commission includes information &#147;furnished&#148;
pursuant to Item&nbsp;7.01 of Form 8-K. Pursuant to General Instruction B of Form
8-K, such information is not deemed to be &#147;filed&#148; for the purpose
of Section&nbsp;18 of the Securities Exchange Act of 1934. The information furnished
pursuant to Item&nbsp;7.01 in such report is not subject to the liabilities of
Section&nbsp;18 of the Securities Exchange Act of 1934, is not incorporated into
this registration statement on Form S-8 and we do not intend to incorporate any
information furnished pursuant to Item&nbsp;7.01 of Form 8-K into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">17
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left" style="font-size: 10pt; margin-top: 6pt">reasonably incurred in connection with such action, suit or proceeding. The power to indemnify
applies only if such person acted in good faith and in a manner such person reasonably believed to
be in the best interests, or not opposed to the best interests, of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The power to indemnify applies to actions brought by or in the right of the corporation as
well, but only to the extent of defense and settlement expenses and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of liability unless the court, in
its discretion, believes that in light of all the circumstances indemnification should apply.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws provide for indemnification of our directors, officers and certain non-officer
employees under certain circumstances against expenses (including attorneys&#146; fees, judgments, fines
and amounts paid in settlement) reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceeding in which any such person is involved by
reason of the fact that such person is or was an officer or employee of our company if such person
acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best
interests of our company and, with respect to criminal actions or proceedings, if such person had
no reasonable cause to believe their conduct was unlawful. Our Second Amended and restated
Certificate of Incorporation, as amended, also provides that, to the fullest extent permitted by
the Delaware General Corporation Law, no director shall be personally liable to us or our
stockholders for monetary damages resulting from breaches of their fiduciary duty as directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may advance expenses for the defense of any action for which indemnification may be
available under certain circumstances. The general effect of the foregoing provisions may be to
reduce the circumstances under which an officer or director may be required to bear the economic
burden of the foregoing liabilities and expenses. Directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain kinds of claims which
might be made against them based on their negligent acts or omissions while acting in their
capacity as such.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have directors&#146; and officers&#146; liability insurance for the benefit of our directors and
officers. We have also entered into indemnification agreements with each of our directors and
executive officers, consistent with the Delaware General Corporation Law, our Second Amended and
Restated Certificate of Incorporation, as amended, and our bylaws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents are filed as exhibits to the Registration Statement:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of the Company (filed as Exhibit&nbsp;3.1 to our
Registration Statement on Form&nbsp;S-3, filed March&nbsp;30, 2001, File No.&nbsp;333-58038
and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate Of Correction to Certificate of Amendment of the Company, dated
August&nbsp;30, 2001 (filed as Exhibit&nbsp;3.2 to our Annual Report on Form&nbsp;10-K,
filed September&nbsp;17, 2003 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended and in effect on September&nbsp;11, 2003 (filed
as Exhibit&nbsp;3.3 to our Quarterly Report on Form&nbsp;10-Q, filed February&nbsp;17, 2004
and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of New Class&nbsp;A Common Stock Certificate (filed as Exhibit&nbsp;4.3 to our
Registration Statement on Form&nbsp;S-1, filed May&nbsp;26, 1994, File No.&nbsp;33-79394
and incorporated herein</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">18
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (filed as
Appendix&nbsp;D to our Joint Proxy Statement on Schedule&nbsp;14A, filed November&nbsp;14,
1997 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.1 to Affiliated Computer Services, Inc. 1997 Stock Incentive
Plan, dated as of October&nbsp;28, 2004.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Rights Agreement, dated April&nbsp;2, 1999, between the
Company and First City Transfer Company, as Rights Agent (filed as Exhibit
4.1 to our Current Report on Form&nbsp;8-K, filed May&nbsp;19, 1999 and incorporated
herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Amended and Restated Rights Agreement, dated as of
February&nbsp;5, 2002, by and between the Company and First City Transfer Company
(filed as Exhibit&nbsp;4.1 to our Current Report on Form&nbsp;8-K, filed February&nbsp;6,
2002 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Rights Certificate (included as Exhibit&nbsp;A to the Amended and
Restated Rights Agreement (Exhibit&nbsp;4.7)).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Baker Botts LLP</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Baker Botts LLP (included in opinion filed as Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page of the Registration Statement).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>filed herewith</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(i)&nbsp;&nbsp;to include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(ii)&nbsp;&nbsp;to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20&nbsp;percent
change in the maximum aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective Registration Statement; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(iii)&nbsp;&nbsp;to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement;<BR>
<I>provided however, </I>that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be
included in a post effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant pursuant to Section&nbsp;13
or 15(g) of the Exchange Act that are incorporated by reference to the Registration
Statement.</TD>
</TR>



</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">19
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>that, for the purpose of determining any liability under the Securities Act,
each such post effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial <I>bona fide </I>offering thereof; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to remove from registration by means of a post effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant&#146;s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan&#146;s annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">20
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Dallas, State of Texas, on December&nbsp;6, 2005.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">AFFILIATED COMPUTER SERVICES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ WILLIAM L. DECKELMAN, JR.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">William L. Deckelman, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Executive Vice President and General
Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Affiliated Computer Services, Inc. 1997 Stock Incentive Plan</I>. Pursuant to the requirements of
the Securities Act of 1933, the trustees (or other persons who administer the employee benefit
plan) have duly caused the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Dallas, State of Texas, on December&nbsp;6, 2005.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">AFFILIATED COMPUTER SERVICES, INC.
1997 STOCK INCENTIVE PLAN<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" align="left">Affiliated Computer Services, Inc.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">                                            /s/ JEANNE NEWBY
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Jeanne Newby&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Chair &#151; Administrative Committee&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below authorizes William L. Deckelman, Jr., to execute in
the name of each such person who is then an officer or director of the Registrant, and to file any
amendments (including post-effective amendments) to this Registration Statement necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem
appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ DARWIN DEASON
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Darwin Deason
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">21
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ MARK A. KING
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Mark A. King
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Chief Executive
Officer and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ LYNN R. BLODGETT
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Lynn R. Blodgett
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President, Chief
Operating Officer, Group
President &#151; Commercial Solutions
Group and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ WARREN D. EDWARDS
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Warren D. Edwards
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President and
Chief Financial Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ FRANK A. ROSSI
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Frank A. Rossi
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ WILLIAM L. DECKELMAN, JR.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
William L. Deckelman, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President,
Secretary and General Counsel
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ JOSEPH P. O&#146;NEILL
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Joseph P. O&#146;Neill
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ J. LIVINGSTON KOSBERG
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
J. Livingston Kosberg
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ DENNIS MCCUISTION
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Dennis McCuistion
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ CHARLES E. MCDONALD
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Charles E. McDonald
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and Chief
Accounting Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">December&nbsp;6, 2005</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">22
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBITS<BR>
INDEX TO EXHIBITS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of the Company (filed as Exhibit&nbsp;3.1 to our
Registration Statement on Form&nbsp;S-3, filed March&nbsp;30, 2001, File No.&nbsp;333-58038
and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate Of Correction to Certificate of Amendment of the Company, dated
August&nbsp;30, 2001 (filed as Exhibit&nbsp;3.2 to our Annual Report on Form&nbsp;10-K,
filed September&nbsp;17, 2003 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended and in effect on September&nbsp;11, 2003 (filed
as Exhibit&nbsp;3.3 to our Quarterly Report on Form&nbsp;10-Q, filed February&nbsp;17, 2004
and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of New Class&nbsp;A Common Stock Certificate (filed as Exhibit&nbsp;4.3 to our
Registration Statement on Form&nbsp;S-1, filed May&nbsp;26, 1994, File No.&nbsp;33-79394
and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (filed as
Appendix&nbsp;D to our Joint Proxy Statement on Schedule&nbsp;14A, filed November&nbsp;14,
1997 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.1 to Affiliated Computer Services, Inc. 1997 Stock Incentive
Plan, dated as of October&nbsp;28, 2004.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Rights Agreement, dated April&nbsp;2, 1999, between the
Company and First City Transfer Company, as Rights Agent (filed as Exhibit
4.1 to our Current Report on Form&nbsp;8-K, filed May&nbsp;19, 1999 and incorporated
herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Amended and Restated Rights Agreement, dated as of
February&nbsp;5, 2002, by and between the Company and First City Transfer Company
(filed as Exhibit&nbsp;4.1 to our Current Report on Form&nbsp;8-K, filed February&nbsp;6,
2002 and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Rights Certificate (included as Exhibit&nbsp;A to the Amended and
Restated Rights Agreement (Exhibit&nbsp;4.7)).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Baker Botts LLP</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Baker Botts LLP (included in opinion filed as Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page of the Registration Statement).</TD>
</TR>
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    <TD nowrap align="left"><B>*</B></TD>
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    <TD>filed herewith</TD>
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sv8
Table of Contents
As filed with the Securities and Exchange Commission on December 6, 2005
Registration No. 333-____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act Of 1933
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
51-0310342
(I.R.S. employer identification number)
2828 North Haskell Avenue
Dallas, Texas 75204
(Address, including zip code, of principal executive offices)
Affiliated Computer Services, Inc. 1997 Stock Incentive Plan
(Full title of the Plan)
William L. Deckelman, Jr., Esq.
Executive Vice President, Secretary and General Counsel
Affiliated Computer Services, Inc.
2828 North Haskell Avenue
Dallas, Texas 75204
(214) 841-6111 (phone)
(Name, address and telephone number, including area code, of agent for service)
Copy to:
C. Neel Lemon, III
Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
(214) 953-6954
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Amount to be
Offering Price per
Aggregate Offering
Amount of
Title of Securities to be Registered
Registered (1)
Share (2)
Price (2)
Registration Fee
Class A Common Stock, par value
$0.01 per share
8,000,000
$56.00
$448,000,000
$47,936.00 (2)
Class A Common Stock Purchase Rights
(3)
N/A
(3)
N/A
(3)
N/A (3)
(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Act"), this Registration
Statement includes any additional shares of the registrant's Class A Common Stock that may be
issued pursuant to anti-dilution provisions contained in the plans and a Class A Common Stock
purchase right that is attached to each share of Class A Common Stock. Pursuant to Rule 416(c)
under the Act, there is also being registered an indeterminate number of plan interests to be
offered or sold pursuant to the plans.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c)
and 457(h) under the Act, the offering price and registration fee are
based on a price of $56.00
per share, which price is an average of the high and low prices of the Class A Common Stock as
reported by the New York Stock Exchange on December 5, 2005.
(3)
The rights to purchase Class A Common Stock are attached to and trade with the Class A Common
Stock. No additional registration fee is required pursuant to Rule 457(g) under the Act since no
additional consideration will be received for the rights and the rights are being registered in the
same registration statement as the securities being offered pursuant to the rights.
Table of Contents
EXPLANATORY NOTE
Affiliated Computer Services, Inc., a Delaware corporation, previously filed (i) a
Registration Statement on Form S-8 (File No. 333-42385) with the Securities and Exchange Commission
(the "Commission") on December 16, 1997 (the "Prior Registration Statement") for the purpose of
registering 4,806,849 shares of our Class A common stock available for issuance in accordance with
the terms of the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan and the Computer Data
Systems, Inc. 1991 Long-Term Incentive Plan and (ii) a Post-Effective Amendment No. 1 to the Prior
Registration Statement on November 1, 2004 to reflect the Class A common stock purchase rights that
are attached to and trade with the Class A common stock, to revise the exhibit listing and to
provide that the shares of Class A common stock (including the Class A common stock purchase right
that is attached to each share) registered shall be deemed to include any additional shares which
may be issued under either plan as a result of a stock split, stock dividend or other anti-dilution
provision ("Post-Effective Amendment No. 1"). The Computer Data Systems, Inc. 1991 Long-Term
Incentive Plan has been terminated and all options granted pursuant thereto have been exercised or
cancelled.
This Registration Statement covers 8,000,000 additional shares of the Class A common stock,
$0.01 par value of Affiliated Computer Services, Inc. (the "Company") issuable pursuant to the
Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (the "1997 Stock Incentive Plan"),
including the Class A common stock purchase rights that are attached to and trade with the Class A
common stock and any additional shares which may be issued under the 1997 Stock Incentive Plan as a
result of a stock split, stock dividend or other anti-dilution provision. Pursuant to Instruction E
of Form S-8, the contents of our Prior Registration Statement as amended by Post-Effective
Amendment No. 1 are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement includes two forms of prospectus. The documents constituting the
prospectus under Part I of this Registration Statement (the "Plan Prospectus") will be sent or
given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933
(the "Act"), as amended. The second prospectus (the "Resale Prospectus") may be used in connection
with reoffers and resales, made on a delayed or continuous basis in the future, as provided by Rule
415 under the Act, of shares of Class A common stock of the Company acquired by 1997 Stock
Incentive Plan participants prior to or after the date of this Registration Statement. The Plan
Prospectus has been omitted from this Registration Statement as permitted by Part I of Form S-8.
The Resale Prospectus is filed as part of this Registration Statement as required by Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, the Company will provide, without charge, the documents
incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are
incorporated by reference in both the Plan Prospectus and the Resale Prospectus. The Company will
also provide, without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b) under the Act. Requests for the above mentioned
information, should be directed in writing or by telephone to Affiliated Computer Services, Inc.,
Attention: William L. Deckelman, Jr., Executive Vice President, Secretary and General Counsel, 2828
North Haskell Avenue, Dallas, Texas 75204; telephone: (214) 841-6111.
2
Table of Contents
RESALE PROSPECTUS
AFFILIATED COMPUTER SERVICES, INC.
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204
(214) 841-6111
2,137,300 SHARES OF CLASS A COMMON STOCK
This resale prospectus relates to the offer and sale of up to 2,137,300 shares of our Class A
common stock from time to time by the selling stockholders identified beginning on page 13 of this
resale prospectus or by permitted transferees. The Class A common stock is issuable to the selling
stockholders from time to time under our 1997 Stock Incentive Plan.
Our Class A common stock is traded on the New York Stock Exchange under the symbol "ACS."
We will not receive any of the proceeds from the sales by the selling stockholders. The Class
A common stock may be sold from time to time by the selling stockholders either directly in private
transactions, or through one or more brokers or dealers on the New York Stock Exchange, or any
other market or exchange on which the Class A common stock is quoted or listed for trading, at such
prices and upon such terms as may be obtainable.
Upon any sale of the Class A common stock, by a selling stockholder and participating agents,
brokers, dealers or market makers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended, and commissions or discounts or any profit realized on the
resale of such securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
No underwriter is being utilized in connection with this offering. We will pay all expenses
incurred in connection with this offering and the preparation of this resale prospectus.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 6.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS RESALE PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this resale prospectus is December 6, 2005
3
TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION
4
INFORMATION INCORPORATED BY REFERENCE
5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
6
RISK FACTORS
6
USE OF PROCEEDS
13
SELLING STOCKHOLDERS
13
PLAN OF DISTRIBUTION
15
LEGAL MATTERS
16
EXPERTS
16
Amendment No. 1 to 1997 Stock Incentive Plan
Opinion and Consent of Baker Botts LLP
Consent of PricewaterhouseCoopers LLP
You should only rely on the information incorporated by reference or provided in this resale
prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The Class A common stock is not being offered in any state where the offer is not
permitted. You should not assume that the information in this resale prospectus or any supplement
is accurate as of any date other than the date on the front of this prospectus or such supplement.
WHERE YOU CAN FIND MORE INFORMATION
We file proxy statements and annual, quarterly and special reports with the Securities and
Exchange Commission (the "Commission"). You may read and copy this information, for a copying fee,
at the Commission's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.
Please call the Commission at (202) 551-8090 for more information on its public reference rooms.
Our Commission filings are also available to the public for a fee from commercial document
retrieval services and free of charge at the web site maintained by the Commission at
http://www.sec.gov
. We also provide access to these reports on
our web site at
www.acs-inc.com
.
Information on our web site is not incorporated by reference in this resale prospectus.
Our Class A common stock is traded on the New York Stock Exchange and, therefore, the
information we file with the Commission may also be inspected at the offices of the New York Stock
Exchange, located at 20 Broad Street, New York, NY 10005.
We have filed with the Commission a registration statement on Form S-8 under the Securities
Act of 1933, as amended, to register with the Commission the resale of the shares of the Class A
common stock described in this resale prospectus. This resale prospectus is part of that
registration statement, and provides you with a general description of the shares of the Class A
common stock being registered, but does not include all of the information you can find in the
registration statement or the exhibits. You should refer to the registration statement and its
exhibits for more information about us, and the shares of Class A common stock being registered.
4
Table of Contents
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" information into this resale
prospectus, which means that we can disclose important information to you by referring to another
document filed separately by us with the Commission. The information incorporated by reference is
deemed to be part of this resale prospectus, except for information superseded by this prospectus.
This resale prospectus incorporates by reference the documents set forth below that we have
previously filed with the Commission as of their respective filing dates. These documents contain
important information about us and our finances.
(1)
Annual Report on Form 10-K for the fiscal year ended June 30, 2005, filed on
September 13, 2005;
(2)
Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed
on November 9, 2005;
(3)
Current Reports on Form 8-K, filed on July 1, 2005, August 10,
2005
*
, August 29, 2005, August 31, 2005, September 14, 2005, September 30,
2005, October 3, 2005, October 3, 2005, October 26, 2005
*
and November 16,
2005;
(4)
The updated description of our Class A common stock, contained in our
Registration Statement on Form 8-A12B/A, filed September 26, 1994, including any
amendment or report filed for the purpose of updating such description; and
(5)
The updated description of securities contained in our Registration Statement
on Form 8-A12G, filed on August 21, 1997, including any amendment or report filed for
the purpose of updating such description.
We are also incorporating by reference additional documents that we may file with the
Commission in the future under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 prior to the termination of this offering. Nothing in this resale prospectus shall be deemed
to incorporate information furnished by us, but not filed with the Commission, pursuant to Items
2.02, 7.01 or 9.01 of Form 8-K.
Any statements contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein) modifies or replaces such statement. Any statement
so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a
part hereof.
If you are a stockholder, we may have sent you some of the documents incorporated by
reference, but you can obtain any of them through us or the Commission. Documents incorporated by
reference are available from us without charge. Any person to whom this resale prospectus is
delivered may obtain documents incorporated by reference into this resale prospectus, other than
exhibits to the documents unless such exhibits are specifically incorporated by reference in the
documents, by requesting them in writing or by telephone from:
*
Indicates that Current Report on Form 8-K
submitted to the Commission includes information "furnished"
pursuant to Item 7.01 of Form 8-K. Pursuant to General Instruction B of Form
8-K, such information is not deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934. The information furnished
pursuant to Item 7.01 in such report is not subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934, is not incorporated into
this registration statement on Form S-8 and we do not intend to incorporate any
information furnished pursuant to Item 7.01 of Form 8-K into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934.
5
Table of Contents
Affiliated Computer Services, Inc.
Attention: William L. Deckelman, Jr.
Executive Vice President, Secretary and General Counsel
2828 North Haskell Avenue
Dallas, Texas 75204
Telephone: (214) 841-6111
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This resale prospectus and the documents incorporated by reference herein contain "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 Private
Securities Litigation Reform Act of 1995). While management has based any forward-looking
statements contained herein on its current expectations, the information on which such expectations
were based may change. These forward-looking statements rely on a number of assumptions concerning
future events and are subject to a number of risks, uncertainties, and other factors, many of which
are outside of our control, that could cause actual results to materially differ from such
statements. Such risks, uncertainties, and other factors include, but are not necessarily limited
to, those set forth under the caption "Risk Factors." In addition, we operate in a highly
competitive and rapidly changing environment, and new risks may arise. Accordingly, investors
should not place any reliance on forward-looking statements as a prediction of actual results. We
disclaim any intention to, and undertake no obligation to, update or revise any forward-looking
statement.
RISK FACTORS
Any investment in our Class A common stock involves a high degree of risk. You should carefully
consider the following information about risks, together with other information contained in this
resale prospectus, before making an investment decision. Additional risks and uncertainties not
known to us or that we now believe to be immaterial could also impair our business. If any of the
following risks actually occur, our business, results of operations, financial condition and
liquidity could be adversely affected. As a result, the market price of the Class A common stock
could decline, and you may lose all or a part of your investment in the Class A common stock. Some
of the risks that could cause our results to vary are discussed below.
Loss of, or reduction of business from, significant clients
Our revenues, profitability and cash flow could be materially adversely affected by the loss of
significant clients and/or the reduction of volumes and services provided to our significant
clients as a result of, among other things, their merger or acquisition, divestiture of assets or
businesses, contract expiration or non-renewal, or business failure or deterioration. In addition,
we incur fixed costs related to our information technology outsourcing and business process
outsourcing clients. Therefore the loss of any one of our significant clients could leave us with a
significantly higher level of fixed costs than is necessary to serve our remaining clients, thereby
reducing our profitability and cash flow.
Impairment of investments made to attract clients
In order to attract and retain large outsourcing contracts we sometimes make significant capital
investments to perform the agreement, such as purchases of information technology equipment and
costs incurred to develop and implement software. The net book value of such assets recorded,
including a portion of our intangible assets, could be impaired, and our earnings and cash flow
could be materially adversely affected in the event of the early termination of all or a part of
such a contract or the reduction in volumes and services thereunder for reasons such as, among
other things, the client's merger or acquisition, divestiture of assets or businesses, business
failure or deterioration, or a client's exercise of contract termination rights.
6
Table of Contents
Competition
We expect to encounter additional competition as we address new markets and new competitors enter
our existing markets. If we are forced to lower our pricing or if demand for our services
decreases, our business, financial condition, results of operations, and cash flow may be
materially and adversely affected. Some of our competitors have substantially greater resources,
and they may be able to use their resources to adapt more quickly to new or emerging technologies,
to devote greater resources to the promotion and sale of their products and services, or to obtain
client contracts where sizable asset purchases, investments or financing support are required. In
addition, we must frequently compete with a client's own internal business process and information
technology capabilities, which may constitute a fixed cost for the client.
In the future, competition could continue to emerge from large computer hardware or software
providers as they shift their business strategy to include services. Competition has also emerged
from European and Indian offshore service providers seeking to expand into our markets and from
large consulting companies seeking operational outsourcing opportunities.
Difficulties in executing our acquisition strategy
We intend to continue to expand our business through the acquisition of complementary companies.
We cannot, however, make any assurances that we will be able to identify any potential acquisition
candidates or consummate any additional acquisitions or that any future acquisitions will be
successfully integrated or will be advantageous to us. Without additional acquisitions, we are
unlikely to maintain historical total growth rates.
Failure to properly manage our operations and our growth
We have rapidly expanded our operations in recent years. We intend to continue expansion in the
foreseeable future to pursue existing and potential market opportunities. This rapid growth places
a significant demand on our management and operational resources. In order to manage growth
effectively, we must implement and improve our operational systems, procedures, and controls on a
timely basis. If we fail to implement these systems, procedures and controls on a timely basis, we
may not be able to service our clients' needs, hire and retain new employees, pursue new business,
complete future acquisitions or operate our businesses effectively. We could also trigger
contractual credits to clients. Failure to properly transition new clients to our systems, properly
budget transition costs or accurately estimate new contract operational costs could result in
delays in our contract performance, trigger service level penalties or result in contracts whose
profit margins did not meet our expectations or our historical profit margins. Failure to
properly integrate acquired operations could result in increased cost. As a result of any of these
problems associated with expansion, our business, financial condition, results of operations and
cash flow could be materially and adversely affected.
Government clients — termination rights, audits and investigations
Approximately 42% of our revenues are derived from contracts with state and local governments and
from a contract with the Department of Education. Governments and their agencies may terminate most
of these contracts at any time, without cause. Also, our Department of Education contract is
subject to the approval of appropriations being made by the United States Congress to fund the
expenditures to be made by the Federal government under this contract. Additionally, government
contracts are generally subject to audits and investigations by government agencies. If the
government finds that we improperly charged any costs to a contract, the costs are not reimbursable
or, if already reimbursed, the cost must be refunded to the government. If the government
discovers improper or illegal activities in the course of audits or investigations, the contractor
may be subject to various civil and criminal penalties and administrative sanctions, which may
include termination of contracts, forfeiture of profits, suspension of payments, fines and
suspensions or debarment from doing business with the government. Any resulting penalties or
sanctions could have a material adverse effect on our business, financial condition, results of
operations and cash flow. Further, the negative publicity that arises from findings in such audits,
investigations or the penalties or sanctions therefore could have an adverse effect on our
reputation in the industry and reduce our
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ability to compete for new contracts and may also have a material adverse effect on our business,
financial condition, results of operations and cash flow.
Government
clients — protests of contract awards
After an award of a government contract, a competing bidder may protest the award. If we are
awarded the contract and it is protested, it will be necessary to incur costs to defend the award
of the contract, which costs may be significant and could include hiring experts to defend the
basis for the contract award. Some contract protests may take years to resolve. In some instances
where we are awarded a contract, the contracting government entity may request that we sign a
contract and commence services, even though the contract award has been protested. If the protest
is upheld, then our contract would be terminated and the amounts due to us for services that have
been performed to date would be subject to payment pursuant to the terms of the terminated
contract. Such terms may not provide for full recovery of our incurred costs. In addition, if the
government agency requests that we make changes to our contractual agreement during a protest
period, but the government agency is unable or unwilling to modify the contract at the end of the
protest period (whether or not we are successful in defending the protest), then we may be unable
to recover the full costs incurred in making such changes. In addition, we may suffer negative
publicity as the result of any contract protest being upheld and our contract being terminated.
Further, if there is a re-bid of the contract, we would incur additional costs associated with the
re-bid process and be subject to a potential protest if we are awarded a subsequent contract.
Exercise of contract termination provisions and service level penalties
Most of our contracts with our clients permit termination in the event our performance is not
consistent with service levels specified in those contracts, or provide for credits to our clients
for failure to meet service levels. In addition, if clients are not satisfied with our level of
performance, our clients may seek damages as permitted under the contract and/or our reputation in
the industry may suffer, which could materially and adversely affect our business, financial
condition, results of operations, and cash flow.
Pricing risks
Many of our contracts contain provisions requiring that our services be priced based on a
pre-established standard or benchmark regardless of the costs we incur in performing these
services. Many of our contracts contain pricing provisions that require the client to pay a set fee
for our services regardless of whether our costs to perform these services exceed the amount of the
set fee. Some of our contracts contain re-pricing provisions which can result in reductions of our
fees for performing our services. In such situations, we are exposed to the risk that we may be
unable to price our services to levels that will permit recovery of our costs, and may adversely
affect our operating results and cash flow.
Actuarial
consulting services and benefit plan management — potential claims
In May 2005, we acquired the human resources consulting business of Mellon Financial Corporation,
which includes actuarial consulting services related to commercial, governmental and Taft-Hartley
pension plans. Providers of these types of consulting services have experienced frequent claims,
some of which have resulted in litigation and significant settlements or judgments, particularly
when investment markets have performed poorly and pension funding levels have been adversely
impacted. In addition, our total benefits outsourcing business unit manages and administers
benefit plans on behalf of its clients and is responsible for processing numerous plan transactions
for current and former employees of those clients. We are subject to claims from the client and
its current and former employees if transactions are not properly processed. If any claim is made
against us in the future related to our actuarial consulting services or benefit plan management
services, our business, financial condition, results of operations and cash flow could be
materially adversely affected as a result of the time and cost required to defend such a claim, the
cost of settling such a claim or paying any judgments resulting therefrom, or the damage to our
reputation in the industry that could result from the negative publicity surrounding such a claim.
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Loss of significant software vendor relationships
Our ability to service our clients depends to a large extent on our use of various software
programs that we license from a small number of primary software vendors. If our significant
software vendors were to terminate, refuse to renew our contracts with them or offer to renew our
contracts with them on less advantageous terms than previously contracted, we might not be able to
replace the related software programs and would be unable to serve our clients or we would
recognize reduced margins from the contracts with our clients, either of which could have a
material adverse effect on our business, revenues, profitability and cash flow.
Intellectual property infringement claims
We rely heavily on the use of intellectual property. We do not own the majority of the software
that we use to run our business; instead we license this software from a small number of primary
vendors. If these vendors assert claims that we or our clients are infringing on their software or
related intellectual property, we could incur substantial costs to defend these claims, which could
have a material effect on our profitability and cash flow. In addition, if any of our vendors'
infringement claims are ultimately successful, our vendors could require us (1) to cease selling or
using products or services that incorporate the challenged software or technology, (2) to obtain a
license or additional licenses from our vendors, or (3) to redesign our products and services which
rely on the challenged software or technology. If we are unsuccessful in the defense of an
infringement claim and our vendors require us to initiate any of the above actions, then such
actions could have a material adverse effect on our business, financial condition, results of
operations and cash flow.
Rapid technological changes
The markets for our business process and information technology services are subject to rapid
technological changes and rapid changes in client requirements. We may be unable to timely and
successfully customize products and services that incorporate new technology or to deliver the
services and products demanded by the marketplace.
United States and Foreign Jurisdiction laws relating to individually identifiable information
We process, transmit and store information relating to identifiable individuals, both in our role
as a service provider and as an employer. As a result, we are subject to numerous United States
(both federal and state) and foreign jurisdiction laws and regulations designed to protect
individually identifiable information, including social security numbers, financial and health
information. For example, in 1996, Congress passed the Health Insurance Portability and
Accountability Act and as required therein, the Department of Health and Human Services established
regulations governing, among other things, the privacy, security and electronic transmission of
individually identifiable health information. We have taken measures to comply with each of those
regulations on or before the required dates. Another example is the European Union Directive on
Data Protection, entitled "Directive 95/46/EC of the European Parliament and of the Council of 24
October 1995 on the protection of individuals with regard to the processing of personal data and on
the free movement of such data". We have also taken steps to address the requirements of that
Directive. Other United States (both federal and state) and foreign jurisdiction laws apply to the
processing of individually identifiable information as well, and additional legislation may be
enacted at any time. Failure to comply with these types of laws may subject us to, among other
things, liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity,
restrictions on our ability to process information and allegations by our clients that we have not
performed our contractual obligations, any of which may have a material adverse effect on our
profitability and cash flow.
Security
Security systems have been implemented with the intent of maintaining the physical security of our
facilities and to protect confidential information and information related to identifiable
individuals from unauthorized access through our information systems, but we are subject to breach
of security systems at the facilities at which we maintain such confidential customer information
and information relating to identifiable individuals. If unauthorized users gain physical access
to the facility or electronic access to our information
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systems, such information may be subject to theft and misuse. Any theft or misuse of such
information could result in, among other things, unfavorable publicity, difficulty in marketing our
services, allegations by our clients that we have not performed our contractual obligations and
possible financial obligations for damages related to the theft or misuse of such information, any
of which may have a material adverse effect on our profitability and cash flow. We anticipate that
breaches of security will occur from time to time, but the magnitude and impact on our business of
any future breach cannot be ascertained.
Budget deficits at, or fluctuations in the number of requests for proposals issued by, state and
local governments and their agencies
Approximately 42% of our revenues are derived from contracts with state and local governments and
their agencies. Currently, many state and local governments that we have contracts with are facing
potential budget deficits. Also, the number of requests for proposals issued by state and local
government agencies is subject to fluctuation. It is unclear what impact, if any, these deficits
may have on our future business, revenues, results of operations and cash flow.
International risks
Recently we have expanded our international operations and also continually contemplate the
acquisition of companies formed and operating in foreign countries. We have approximately 14,000
employees in Mexico, Guatemala, India, Ghana, Jamaica, Dominican Republic, Spain, Malaysia,
Ireland, Germany, China, United Kingdom and Canada, as well as a number of other countries, that
primarily support our commercial business process and information technology outsourcing services.
Our international operations and acquisitions are subject to a number of risks. These risks include
the possible impact on our operations of the laws of foreign countries where we may do business
including, among others, data privacy, laws regarding licensing and labor council requirements. In
addition, we may experience difficulty integrating the management and operations of businesses we
acquire internationally, and we may have difficulty attracting, retaining and motivating highly
skilled and qualified personnel to staff key managerial positions in our ongoing international
operations. Further, our international operations and acquisitions are subject to a number of
risks related to general economic and political conditions in foreign countries where we operate,
including, among others, fluctuations in foreign currency exchange rates, cultural differences,
political instability and additional expenses and risks inherent in conducting operations in
geographically distant locations. Our international operations and acquisitions may also be
impacted by trade restrictions, such as tariffs and duties or other trade controls imposed by the
United States or other jurisdictions, as well as other factors that may adversely affect our
business, financial condition and operating results. Because of these foreign operations we are
subject to regulations, such as those administered by the Department of Treasury's Office of
Foreign Assets Controls ("OFAC") and export control regulations administered by the Department of
Commerce. Violation of these regulations could result in fines, criminal sanctions against our
officers, and prohibitions against exporting, as well as damage to our reputation, which could
adversely affect our business, financial condition and operating results.
Armed hostilities and terrorist attacks
Terrorist attacks and further acts of violence or war may cause major instability in the U.S. and
other financial markets in which we operate. In addition, armed hostilities and acts of terrorism
may directly impact our physical facilities and operations, which are located in North America,
Central America, South America, Europe, Africa, Australia, Asia and the Middle East, or those of
our clients. These developments subject our worldwide operations to increased risks and, depending
on their magnitude, could have a material adverse effect on our business.
Failure to attract and retain necessary technical personnel, skilled management and qualified
subcontractors
Our success depends to a significant extent upon our ability to attract, retain and motivate highly
skilled and qualified personnel and to subcontract with qualified, competent subcontractors. If we
fail to attract, train, and retain, sufficient numbers of these technically-skilled people or are
unable to contract with qualified,
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competent subcontractors, our business, financial condition, and results of operations will be
materially and adversely affected. Experienced and capable personnel in the technology industry
remain in high demand, and there is continual competition for their talents. Our success also
depends on the skills, experience, and performance of key members of our management team and on
qualified, competent subcontractors. The loss of any key employee or the loss of a key subcontract
relationship could have an adverse effect on our business, financial condition, cash flow, results
of operations and prospects.
Servicing Risks
We service (for various lenders and under various service agreements) a portfolio of approximately
$23 billion of loans, as of September 30, 2005, made under the Federal Family Education Loan
Program, which loans are guaranteed by a Federal government agency. If a loan is in default, then
a claim is made upon the guarantor. If the guarantor denies the claim because of a servicing
error, then under certain of the servicing agreements we may be required to purchase the loan from
the lender. Upon purchase of the loan, we attempt to cure the servicing errors and either sell the
loan back to the guarantor (which must occur within a specified period of time) or sell the loan on
the open market to a third party. We are subject to the risk that we may be unable to cure the
servicing errors or sell the loan on the open market. Our reserves, which are based on historical
information, may be inadequate if our servicing performance results in the requirement that we
repurchase a substantial number of loans, which repurchase could have a material adverse impact on
our cash flow and profitability.
Disruption in Utility or Network Services
Our services are dependent on the companies providing electricity and other utilities to our
operating facilities, as well as network companies providing connectivity to our facilities and
clients. While there are backup systems in many of our operating facilities, an extended outage of
utility or network services may have a material adverse effect on our operations, revenues, cash
flow and profitability.
Indemnification Risk
Our contracts, including our agreements with respect to divestitures, include various
indemnification obligations. If we are required to satisfy an indemnification obligation, that may
have a material adverse effect on our business, profitability and cash flow.
Darwin Deason has Substantial Control over our Company and can Affect Virtually all Decisions Made
by our Stockholders
Darwin Deason beneficially owns 6,599,372 shares of Class B common stock and 2,349,030 shares of
the Class A common stock as of November 4, 2005. Mr. Deason controls approximately 37.13% of our
total voting power (based on total shares of common stock outstanding as of November 4, 2005). As
a result, Mr. Deason has the requisite voting power to significantly affect virtually all of our
decisions, including the power to block corporate actions such as an amendment to most provisions
of our certificate of incorporation. In addition, Mr. Deason may significantly influence the
election of directors and any other action requiring stockholder approval. Recommendations of our
Nominating/Corporate Governance Committee of the Board of Directors regarding director nominees are
subject to the approval of Mr. Deason pursuant to his employment agreement with us. Mr. Deason has
an employment agreement, with a term that currently ends on May 18, 2010, provided that such term
shall automatically be extended for an additional year on May 18 of each year, unless thirty days
prior to May 18 of any year, Mr. Deason gives notice to us that he does not wish to extend the term
or our Board of Directors (upon a unanimous vote of the directors, except for Mr. Deason) gives
notice to Mr. Deason that it does not wish to extend the term.
Certain Provisions of our Certificate of Incorporation, Bylaws and Delaware Law Could Deter
Takeover Attempts
Some provisions in our certificate of incorporation and bylaws could delay, defer, prevent or make
more difficult a merger, tender offer, or proxy contest involving our capital stock. Our
stockholders might view transactions
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such as these as being in their best interests because, for example, a change of control might
result in a price higher than the market price for shares of the Class A common stock. Among other
things, these provisions:
•
require an 80% vote of the stockholders to amend some provisions of our certificate
of incorporation;
•
require an 80% vote of the stockholders to amend some provisions of our bylaws;
•
permit only our Chairman, President or a majority of the Board of Directors to call
stockholder meetings;
•
authorize our Board of Directors to issue up to 3,000,000 shares of preferred stock
in series with the terms of each series to be fixed by our Board of Directors;
•
authorize our Board of Directors to issue Class B Common Stock, which shares are
entitled to ten votes per share;
•
permit directors to be removed, with or without cause, only by a vote of at least
80% of the combined voting power; and
•
specify advance notice requirements for stockholder proposals and director
nominations to be considered at a meeting of stockholders.
In addition, with some exceptions, Section 203 of the Delaware General Corporation Law restricts
mergers and other business combinations between us and any holder of 15% or more of our voting
stock.
We also have a stockholder rights plan. Under this plan, after the occurrence of specified events,
our stockholders will be able to buy stock from us or our successor at reduced prices. These rights
will not extend, however, to persons participating in takeover attempts without the consent of our
Board of Directors. Accordingly, this plan could delay, defer or prevent a change of control of our
company.
Further, we have entered into severance agreements with certain of our executive officers, which
may have the effect of discouraging an unsolicited takeover proposal.
Availability of Significant Amounts of our Class A Common Stock for Sale Could Cause the Market
Price of the Class A Common Stock to Decline
There are a substantial number of shares of our Class A common stock that may be issued and
subsequently sold under various employee benefit plans upon exercise of employee stock options, and
upon conversion of our Class B common stock. In addition we have 500,000,000 authorized shares of
Class A common stock. The sale or issuance of additional shares of our Class A common stock could
adversely affect the prevailing market price of the Class A common stock.
The Price of our Class A Common Stock may Fluctuate Significantly, which may Result in Losses for
Investors
The market price for the Common Stock has been and may continue to be volatile. For example, during
the 52-week period ended November 11, 2005, the closing prices of the Class A common stock as
reported on the New York Stock Exchange ranged from a high of $61.23 per share to a low of $45.81
per share. We expect our stock price to be subject to fluctuations as a result of a variety of
factors, including factors beyond our control. These factors include and are not necessarily
limited to:
•
actual or anticipated variations in operating results from guidance provided by us;
•
announcements of technological innovations or new products or services by us or our
competitors;
•
announcements relating to strategic relationships or acquisitions;
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•
changes in financial estimates or other statements by securities analysts or research firms;
•
changes in general economic conditions;
•
conditions or trends affecting the outsourcing industry; and
•
changes in the economic performance and/or market valuations of other information
technology companies.
Because of this volatility, we may fail to meet the expectations of our stockholders or of
securities analysts at some time in the future, and our stock price could decline as a result.
In addition, the stock market has experienced significant price and volume fluctuations that have
particularly affected the trading prices of equity securities of many high technology companies.
These fluctuations have often been unrelated or disproportionate to changes in the operating
performance of these companies. Any negative change in the public's perception of information
technology companies could depress our stock price regardless of our operating results.
Other Risks
We have attempted to identify material risk factors currently affecting our business and company.
However, additional risks that we do not yet know of, or that we currently think are immaterial,
may occur or become material. These risks could impair our business operations or adversely affect
revenues, cash flow or profitability.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Class A common stock by the
selling stockholders to the public pursuant to this resale prospectus. All proceeds from the sale
of the Class A common stock by the selling stockholders will be for the account of such selling
stockholder. We will, however, receive the exercise price of options at the time of their
exercise. Such proceeds will be contributed to working capital and be used for general corporate
purposes.
SELLING STOCKHOLDERS
The following table lists the names of each selling stockholder and the number of shares of
the Class A common stock that could be sold by him pursuant to this resale prospectus.
Number of
Shares of
Percentage of
Number of Shares of
Class A
Outstanding
Class A Common
Number of Shares of
Common
Class A
Stock Beneficially
Class A Common
Stock Owned
Common Stock
Owned Prior to the
Stock Which May Be
after the
after the
Name and Title
Offering
(1)
Offered
(2)
Offering
Offering
Darwin Deason, Chairman of the Board
(3)
2,349,030
360,000
1,989,030
1.69
%
Mark A. King, Director, President and
Chief Executive Officer
(4)
698,239
603,000
95,239
*
Lynn Blodgett, Executive Vice President,
Chief Operating
Officer and Group
President — Commercial Solutions
(5)
278,100
262,600
15,500
*
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Number of
Shares of
Percentage of
Number of Shares of
Class A
Outstanding
Class A Common
Number of Shares of
Common
Class A
Stock Beneficially
Class A Common
Stock Owned
Common Stock
Owned Prior to the
Stock Which May Be
after the
after the
Name and Title
Offering
(1)
Offered
(2)
Offering
Offering
Warren D. Edwards, Executive Vice
President and Chief Financial Officer
(6)
185,258
180,000
5,258
*
Tom Burlin, Executive Vice President and
Group President — Government Solutions
(7)
0
0
0
*
William L. Deckelman, Jr., Executive Vice
President and General Counsel
(8)
124,319
122,000
2,319
*
John Rexford, Executive Vice President —
Corporate Development
(9)
93,072
85,000
8,072
*
Harvey Braswell, Executive Vice President
— Sales
(10)
267,785
248,700
19,085
*
John Brophy, Executive Vice President
(11)
211,922
210,000
1,922
*
Frank A. Rossi, Director
(12)
59,000
9,000
50,000
*
Joseph P. O'Neill, Director
(13)
84,620
57,000
27,620
*
J. Livingston Kosberg, Director
(14)
5,000
0
5,000
*
Dennis McCuistion, Director
(15)
595
0
595
*
*
Indicates shares held are less than 1% of our Class A common stock.
(1)
The percentage of shares beneficially owned is based upon 117,684,933 shares of
Class A common stock outstanding as of November 4, 2005.
(2)
Does not constitute a commitment to sell any or all of the stated number of shares
of the Class A common stock. The number of shares of the Class A common stock offered shall be
determined from time to time by each selling stockholder in his sole discretion. Consists only of
those options that are vested and exercisable.
(3)
Includes 360,000 of the shares of our Class A common stock owned by The Deason
International Trust. Mr. Deason holds the sole voting power with respect to such shares through an
irrevocable board resolution passed by the Trust. The investment power with respect to such shares
is held by the Trust. The shares of our Class A common stock include 360,000 shares of Class A
common stock which are not outstanding but are subject to options exercisable within sixty days;
and 6,136 shares owned by Mr. Deason
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through the ACS Employee Stock Purchase Plan. Does not include 690,000 shares subject to options
that are not yet vested and exercisable pursuant to the terms of the option grant.
(4)
Includes 603,000 shares of Class A common stock which are not outstanding but are
subject to options exercisable within sixty days; 75,000 shares of our Class A common stock owned
through King Partners, Ltd., for which Mr. King holds the sole voting and investment power as
manager of the general partner; 9,378 shares of our Class A common stock owned by Mr. King's
spouse, to which Mr. King disclaims beneficial ownership; 2,251 shares of our Class A common stock
owned through the ACS 401(k) Plan; and 5,986 shares of our Class A common stock owned by Mr. King
through the ACS Employee Stock Purchase Plan. Mr. King disclaims beneficial ownership of the
securities owned by his spouse and this resale prospectus shall not be deemed an admission that Mr.
King is the beneficial owner of such securities for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended, or any other purpose. Does not include 540,000 shares subject to
options not yet vested and exercisable pursuant to the terms of the option grant.
(5)
Includes 262,600 shares of Class A common stock which are not outstanding but are
subject to options exercisable within sixty days. Does not include 384,400 shares subject to
options not yet vested and exercisable pursuant to the terms of the option grant.
(6)
Includes 180,000 shares of Class A common stock which are not outstanding but
are subject to options exercisable within sixty days; and 384 shares owned through the ACS 401(k)
Plan. Does not include 275,000 shares subject to options not yet vested and exercisable pursuant to
the terms of the option grant.
(7)
Does not include 100,000 shares subject to options not yet vested and
exercisable pursuant to the terms of the option grant.
(8)
Includes 122,000 shares of Class A common stock which are not outstanding but are
subject to options exercisable within sixty days, including 8,000 which are owned by Mr.
Deckelman's spouse; 1,840 shares owned through the ACS 401(k) Plan; 183 shares owned through the
ACS Employee Stock Purchase Plan; and 296 shares owned by Mr. Deckelman's spouse through the ACS
Employee Stock Purchase Plan. Mr. Deckelman disclaims beneficial ownership of the securities owned
by his spouse and this resale prospectus shall not be deemed an admission that Mr. Deckelman is the
beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of
1934, as amended, or any other purpose. Does not include 120,000 shares subject to options not yet
vested and exercisable pursuant to the terms of the option grant.
(9)
Includes 85,000 shares of Class A common stock which are not outstanding but are
subject to options exercisable within sixty days; 2,078 shares owned through the ACS 401(k) Plan;
and 4,994 shares owned through the ACS Employee Stock Purchase Plan. Does not include 170,000
shares subject to options not yet vested and exercisable pursuant to the terms of the option grant.
(10)
Includes 248,700 shares of Class A common stock which are not outstanding but are
subject to options exercisable within sixty days; 424 shares owned through the ACS 401(k) Plan; and
2,561 shares owned through the ACS Employee Stock Purchase Plan. Does not include 140,000 shares
subject to options not yet vested and exercisable pursuant to the terms of the option grant.
(11)
Includes 210,000 shares of Class A common stock which are not outstanding but are
subject to options exercisable within sixty days; 221 shares owned through the ACS 401(k) Plan; and
1,701 shares owned through the ACS Employee Stock Purchase Plan. Does not include 190,000 shares
subject to options not yet vested and exercisable pursuant to the terms of the option grant.
(12)
Includes 9,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within sixty days of the record date. Does not include 23,500
shares subject to options not yet vested and exercisable pursuant to the terms of the option grant.
(13)
Includes 57,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within sixty days. Does not include 35,500 shares subject to
options not yet vested and exercisable pursuant to the terms of the option grant.
(14)
All shares are held in the Livingston Kosberg Trust. Mr. Kosberg holds the sole
voting power and sole investment power with respect to such shares as Trustee. Does not include
32,500 shares subject to options not yet vested and exercisable pursuant to the terms of the option
grant.
(15)
All shares are held in the McCuistion and Associates, Inc. Profit Sharing Plan.
Mr. McCuistion holds the sole voting power and sole investment power with respect to such shares.
Does not include 32,500 shares subject to options not yet vested and exercisable pursuant to the
terms of the option grant.
PLAN OF DISTRIBUTION
The shares of Class A common stock may be sold from time to time by the selling stockholder,
or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one
or more
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exchanges or in the over-the-counter market, or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in negotiated transactions.
The shares of Class A common stock may be sold by one or more of the following, without limitation:
(a)
a block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal to
facilitate the transaction;
(b)
purchases by a broker or dealer as principal and resale by such broker or
dealer or for its account pursuant to the resale prospectus, as supplemented;
(c)
an exchange distribution in accordance with the rules of such exchange; and
(d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers.
The selling stockholder and sales to and through other broker-dealers or agents that
participate with the selling stockholder in the sale of the shares of Class A common stock may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with
these sales. In that event, any commissions received by the broker-dealers or agents and any
profit on the resale of the shares of Class A common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act of 1933.
In addition, any securities covered by this resale prospectus that qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this resale prospectus, as
supplemented. From time to time, the selling stockholder may engage in short sales, short sales
against the box, puts and calls and other transactions in our securities or derivatives thereof,
and may sell and deliver the shares in connection therewith. Sales may also take place from time to
time through brokers pursuant to pre-arranged sales plans intended to qualify under Commission Rule
10b5-1.
There is no assurance that the selling stockholder will sell all or any portion of the shares
of the Class A common stock covered by this resale prospectus.
All expenses of registration of the Class A common stock, other than commissions and discounts
of underwriters, dealers or agents, shall be borne by us. As and when we are required to update
this resale prospectus, we may incur additional expenses.
LEGAL MATTERS
The validity of the Class A common stock issuable under the Plan has been passed upon for us
by Baker Botts LLP, Dallas, Texas.
EXPERTS
The financial statements and management's assessment of the effectiveness of internal control
over financial reporting (which is included in Management's Report on Internal Control over
Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended June 30, 2005 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
16
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated by reference:
(1)
Annual Report on Form 10-K for the year ended June 30, 2005, filed on September
13, 2005;
(2)
Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed
on November 9, 2005;
(3)
Current Reports on Form 8-K, filed on July 1, 2005, August 10,
2005
*
, August 29, 2005, August 31, 2005, September 14, 2005, September 30,
2005, October 3, 2005, October 3, 2005, October 26, 2005
*
and November 16,
2005;
(4)
The updated description of our Class A common stock, contained in our
Registration Statement on Form 8-A12B/A, filed September 26, 1994, including any
amendment or report filed for the purpose of updating such description; and
(5)
The updated description of securities contained in our Registration Statement
on Form 8-A12G, filed on August 21, 1997, including any amendment or report filed for
the purpose of updating such description.
All documents filed by Affiliated Computer Services, Inc. with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent
to the date of this Registration Statement and prior to the termination of the offering to which it
relates shall 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 herein or in a
document incorporated by reference or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that the
statement is modified or superseded by any other subsequently filed document which is incorporated
or is deemed to be incorporated by reference herein. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement. Nothing in this Registration Statement shall be deemed to incorporate information
furnished by us but not filed with the Commission pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K.
Item 6. Indemnification of Directors and Officers.
Article 9 of our Second Amended and Restated Certificate of Incorporation, as amended,
provides for indemnification of directors and officers to the full extent permitted under Delaware
law.
Section 145 of the Delaware General Corporation Law provides that a corporation has the power
to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement and
*
Indicates that Current Report on Form 8-K
submitted to the Commission includes information "furnished"
pursuant to Item 7.01 of Form 8-K. Pursuant to General Instruction B of Form
8-K, such information is not deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934. The information furnished
pursuant to Item 7.01 in such report is not subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934, is not incorporated into
this registration statement on Form S-8 and we do not intend to incorporate any
information furnished pursuant to Item 7.01 of Form 8-K into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934.
17
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reasonably incurred in connection with such action, suit or proceeding. The power to indemnify
applies only if such person acted in good faith and in a manner such person reasonably believed to
be in the best interests, or not opposed to the best interests, of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful.
The power to indemnify applies to actions brought by or in the right of the corporation as
well, but only to the extent of defense and settlement expenses and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of liability unless the court, in
its discretion, believes that in light of all the circumstances indemnification should apply.
Our bylaws provide for indemnification of our directors, officers and certain non-officer
employees under certain circumstances against expenses (including attorneys' fees, judgments, fines
and amounts paid in settlement) reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceeding in which any such person is involved by
reason of the fact that such person is or was an officer or employee of our company if such person
acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best
interests of our company and, with respect to criminal actions or proceedings, if such person had
no reasonable cause to believe their conduct was unlawful. Our Second Amended and restated
Certificate of Incorporation, as amended, also provides that, to the fullest extent permitted by
the Delaware General Corporation Law, no director shall be personally liable to us or our
stockholders for monetary damages resulting from breaches of their fiduciary duty as directors.
We may advance expenses for the defense of any action for which indemnification may be
available under certain circumstances. The general effect of the foregoing provisions may be to
reduce the circumstances under which an officer or director may be required to bear the economic
burden of the foregoing liabilities and expenses. Directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain kinds of claims which
might be made against them based on their negligent acts or omissions while acting in their
capacity as such.
We have directors' and officers' liability insurance for the benefit of our directors and
officers. We have also entered into indemnification agreements with each of our directors and
executive officers, consistent with the Delaware General Corporation Law, our Second Amended and
Restated Certificate of Incorporation, as amended, and our bylaws.
Item 8. Exhibits.
The following documents are filed as exhibits to the Registration Statement:
Exhibit No.
Exhibit
4.1
Certificate of Incorporation of the Company (filed as Exhibit 3.1 to our
Registration Statement on Form S-3, filed March 30, 2001, File No. 333-58038
and incorporated herein by reference).
4.2
Certificate Of Correction to Certificate of Amendment of the Company, dated
August 30, 2001 (filed as Exhibit 3.2 to our Annual Report on Form 10-K,
filed September 17, 2003 and incorporated herein by reference).
4.3
Bylaws of the Company, as amended and in effect on September 11, 2003 (filed
as Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed February 17, 2004
and incorporated herein by reference).
4.4
Form of New Class A Common Stock Certificate (filed as Exhibit 4.3 to our
Registration Statement on Form S-1, filed May 26, 1994, File No. 33-79394
and incorporated herein
18
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Exhibit No.
Exhibit
by reference).
4.5
Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (filed as
Appendix D to our Joint Proxy Statement on Schedule 14A, filed November 14,
1997 and incorporated herein by reference).
4.6*
Amendment No.1 to Affiliated Computer Services, Inc. 1997 Stock Incentive
Plan, dated as of October 28, 2004.
4.7
Amended and Restated Rights Agreement, dated April 2, 1999, between the
Company and First City Transfer Company, as Rights Agent (filed as Exhibit
4.1 to our Current Report on Form 8-K, filed May 19, 1999 and incorporated
herein by reference).
4.8
Amendment No. 1 to Amended and Restated Rights Agreement, dated as of
February 5, 2002, by and between the Company and First City Transfer Company
(filed as Exhibit 4.1 to our Current Report on Form 8-K, filed February 6,
2002 and incorporated herein by reference).
4.9
Form of Rights Certificate (included as Exhibit A to the Amended and
Restated Rights Agreement (Exhibit 4.7)).
5.1*
Opinion of Baker Botts LLP
23.1*
Consent of PricewaterhouseCoopers LLP.
23.2*
Consent of Baker Botts LLP (included in opinion filed as Exhibit 5.1).
24*
Power of Attorney (included on signature page of the Registration Statement).
*
filed herewith
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)  to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)  to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii)  to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
provided however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be
included in a post effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant pursuant to Section 13
or 15(g) of the Exchange Act that are incorporated by reference to the Registration
Statement.
19
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(2)
that, for the purpose of determining any liability under the Securities Act,
each such post effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering thereof; and
(3)
to remove from registration by means of a post effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
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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 Dallas, State of Texas, on December 6, 2005.
AFFILIATED COMPUTER SERVICES, INC.
By:
/s/ WILLIAM L. DECKELMAN, JR.
William L. Deckelman, Jr.
Executive Vice President and General
Counsel
Affiliated Computer Services, Inc. 1997 Stock Incentive Plan
. Pursuant to the requirements of
the Securities Act of 1933, the trustees (or other persons who administer the employee benefit
plan) have duly caused the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Dallas, State of Texas, on December 6, 2005.
AFFILIATED COMPUTER SERVICES, INC.
1997 STOCK INCENTIVE PLAN
By:
Affiliated Computer Services, Inc.
By:
/s/ JEANNE NEWBY
Jeanne Newby
Chair — Administrative Committee
POWER OF ATTORNEY
Each person whose signature appears below authorizes William L. Deckelman, Jr., to execute in
the name of each such person who is then an officer or director of the Registrant, and to file any
amendments (including post-effective amendments) to this Registration Statement necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem
appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
/s/ DARWIN DEASON
Darwin Deason
Chairman of the Board and Director
December 6, 2005
21
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Name
Title
Date
/s/ MARK A. KING
Mark A. King
President, Chief Executive
Officer and Director
December 6, 2005
/s/ LYNN R. BLODGETT
Lynn R. Blodgett
Executive Vice President, Chief
Operating Officer, Group
President — Commercial Solutions
Group and Director
December 6, 2005
/s/ WARREN D. EDWARDS
Warren D. Edwards
Executive Vice President and
Chief Financial Officer
December 6, 2005
/s/ FRANK A. ROSSI
Frank A. Rossi
Director
December 6, 2005
/s/ WILLIAM L. DECKELMAN, JR.
William L. Deckelman, Jr.
Executive Vice President,
Secretary and General Counsel
December 6, 2005
/s/ JOSEPH P. O'NEILL
Joseph P. O'Neill
Director
December 6, 2005
/s/ J. LIVINGSTON KOSBERG
J. Livingston Kosberg
Director
December 6, 2005
/s/ DENNIS MCCUISTION
Dennis McCuistion
Director
December 6, 2005
/s/ CHARLES E. MCDONALD
Charles E. McDonald
Senior Vice President and Chief
Accounting Officer
December 6, 2005
22
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EXHIBITS
INDEX TO EXHIBITS
Exhibit No.
Exhibit
4.1
Certificate of Incorporation of the Company (filed as Exhibit 3.1 to our
Registration Statement on Form S-3, filed March 30, 2001, File No. 333-58038
and incorporated herein by reference).
4.2
Certificate Of Correction to Certificate of Amendment of the Company, dated
August 30, 2001 (filed as Exhibit 3.2 to our Annual Report on Form 10-K,
filed September 17, 2003 and incorporated herein by reference).
4.3
Bylaws of the Company, as amended and in effect on September 11, 2003 (filed
as Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed February 17, 2004
and incorporated herein by reference).
4.4
Form of New Class A Common Stock Certificate (filed as Exhibit 4.3 to our
Registration Statement on Form S-1, filed May 26, 1994, File No. 33-79394
and incorporated herein by reference).
4.5
Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (filed as
Appendix D to our Joint Proxy Statement on Schedule 14A, filed November 14,
1997 and incorporated herein by reference).
4.6*
Amendment No.1 to Affiliated Computer Services, Inc. 1997 Stock Incentive
Plan, dated as of October 28, 2004.
4.7
Amended and Restated Rights Agreement, dated April 2, 1999, between the
Company and First City Transfer Company, as Rights Agent (filed as Exhibit
4.1 to our Current Report on Form 8-K, filed May 19, 1999 and incorporated
herein by reference).
4.8
Amendment No. 1 to Amended and Restated Rights Agreement, dated as of
February 5, 2002, by and between the Company and First City Transfer Company
(filed as Exhibit 4.1 to our Current Report on Form 8-K, filed February 6,
2002 and incorporated herein by reference).
4.9
Form of Rights Certificate (included as Exhibit A to the Amended and
Restated Rights Agreement (Exhibit 4.7)).
5.1*
Opinion of Baker Botts LLP
23.1*
Consent of PricewaterhouseCoopers LLP.
23.2*
Consent of Baker Botts LLP (included in opinion filed as Exhibit 5.1).
24*
Power of Attorney (included on signature page of the Registration Statement).
*
filed herewith