4//SEC Filing
COVANSYS CORP 4
Accession 0001181431-07-044351
CIK 0001028461operating
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 11:54 AM ET
Size
18.4 KB
Accession
0001181431-07-044351
Insider Transaction Report
Form 4
COVANSYS CORPCVNS
WASSERMAN DAVID H
Director
Transactions
- Other
Common Stock
2007-07-02$34.00/sh−2,000,000$68,000,000→ 0 total(indirect: See Notes) - Other
Warrant
2007-07-02−3→ 0 total(indirect: See Notes)Exercise: $18.00From: 2004-09-16Exp: 2009-09-15→ Common Stock (5,000,000 underlying) - Disposition to Issuer
Common Stock Purchase Option
2007-07-02−5,000→ 0 totalExercise: $14.56From: 2006-01-07Exp: 2015-01-07→ Common Stock (5,000 underlying)
Footnotes (9)
- [F1]At a special meeting of shareholders of the Company held on June 27, 2007 (the "Special Meeting"), at which a quorum was present, an Agreement and Plan of Merger, dated April 25, 2007 (the "Merger Agreement") by and among the Company, Computer Sciences Corporation and Surfside Acquisition Corp. was approved by a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Pursuant to the terms of the Merger Agreement, the Company merged with and into Computer Sciences Corporation, with Computer Sciences Corporation as the surviving company, and each outstanding share of Company Common Stock was converted into the right to receive $34.00 per share in cash.
- [F2]Securities held directly by CDR-Cookie Acquisition L.L.C. ("CDR"). The Reporting Person is an officer of CDR. The Reporting Person is an employee of Clayton, Dubilier & Rice, Inc. ("CD&R"), which acts as investment advisor to Clayton, Dubilier & Rice Fund VI Limited Partnership (the "Fund"), the sole member of CDR and the beneficial owner of the Company securities held by CDR. In addition, the Reporting Person is a limited partner of CD&R Associates VI Limited Partnership ("Associates LP"), the general partner of the Fund, which is entitled to a portion of the net gain realized by the Fund on its investments, and a director of CD&R Investment Associates VI, Inc., the general partner of Associates LP. Accordingly, the Reporting Person may be deemed to share the power to vote or to direct the vote of and to dispose or direct the disposition of Company securities beneficially owned by the Fund.
- [F3]The Reporting Person disclaims any beneficial ownership of Company securities directly owned by CDR and beneficially owned by the Fund, except to the extent of any pecuniary interest as a result of the relationships described in footnote 2 above.
- [F4]Pursuant to the terms of the Merger Agreement this Company warrant outstanding at the time of the merger was cancelled in exchange for a payment of $80,000,000, representing the product of (i) the excess of $34.00 over the exercise price per share of such warrant; and (ii) the number of shares of Company Common Stock underlying the warrant.
- [F5]Award of director options under the Company's Amended 1996 Stock Option Plan. Options are exercisable in four equal annual installments beginning on the anniversary of the grant date and the anniversary date thereof in each of the succeeding three years subject to the Reporting Person continuing to serve as a director of the Company. Options vest upon change in control.
- [F6]Pursuant to the terms of the Merger Agreement each outstanding Company option shall be either exercised by the option holder or cancelled and extinguished and automatically converted into the right to receive an amount in cash from the Surviving Corporation at or prior to the consummation of the Merger. $97,200, representing excess of the $34.00 per share merger consideration over the exercise price.
- [F7]Award of director options under the Company's 2007 Stock Option Plan. Options are exercisable in four equal annual installments beginning on the anniversary of the grant date and the anniversary date thereof in each of the succeeding three years subject to the Reporting Person continuing to serve as a director of the Company. Options vest upon change in control.
- [F8]Pursuant to the terms of the Merger Agreement each outstanding Company option shall be either exercised by the option holder or cancelled and extinguished and automatically converted into the right to receive an amount in cash from the Surviving Corporation at or prior to the consummation of the Merger. $99,350, representing excess of the $34.00 per share merger consideration over the exercise price.
- [F9]Pursuant to the terms of the Merger Agreement each outstanding Company option shall be either exercised by the option holder or cancelled and extinguished and automatically converted into the right to receive an amount in cash from the Surviving Corporation at or prior to the consummation of the Merger. $46,400, representing excess of the $34.00 per share merger consideration over the exercise price.
Documents
Issuer
COVANSYS CORP
CIK 0001028461
Entity typeoperating
IncorporatedMI
Related Parties
1- filerCIK 0001028461
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 11:54 AM ET
- Size
- 18.4 KB