SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 23, 2005
ALLIANCE DATA SYSTEMS CORPORATION
| DELAWARE (State or Other Jurisdiction of Incorporation) |
001-15749 (Commission File Number) |
31-1429215 (IRS Employer Identification No.) |
17655 WATERVIEW PARKWAY
DALLAS, TEXAS 75252
(Address and Zip Code of Principal Executive Offices)
(972) 348-5100
(Registrant’s Telephone Number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
ITEM 8.01. Other Events.
Attached as Exhibit 99.1 is a letter dated May 23, 2005 sent by Alliance Data Systems Corporation to Institutional Shareholder Services (“ISS”) to update certain information relating to the company’s outstanding capital stock and options as of March 31, 2005.
ITEM 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. None. | |||
| (b) | Pro Forma Financial Information. None. | |||
| (c) | Exhibits. | |||
| Exhibit | ||
| Number | Description | |
99.1*
|
Letter dated May 23, 2005 to Institutional Shareholder Services. |
*Filed herewith
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Alliance Data Systems Corporation |
||||
| Date: May 23, 2005 | By: | /s/ Edward J. Heffernan | ||
| Edward J. Heffernan | ||||
| Executive Vice President and Chief Financial Officer | ||||
3
EXHIBIT 99.1
May 23, 2005
Institutional Shareholder Services
2099 Gaither Road, Suite 501
Rockville, MD 20850-4045
To whom it may concern:
Please be advised that as of March 31, 2005, Alliance Data Systems Corporation (the “Company”) had 83,085,096 shares of common stock outstanding and 8,039,287 shares of common stock subject to outstanding options at a weighted average exercise price of $26.03 per share and a weighted average remaining term of 7.71 years.
The following table provides information as of March 31, 2005 with respect to shares of the Company’s common stock that may be issued under its 2003 Long Term Incentive Plan and the Amended and Restated Stock Option and Restricted Stock Plan, and does not include any additional shares that may be issuable pursuant to the Employee Stock Purchase Plan and the proposed 2005 Long Term Incentive Plan, the Executive Annual Incentive Plan or the Amended and Restated Employee Stock Purchase Plan, which plans will be voted on at the Company’s 2005 annual meeting of stockholders:
| Number of | Number of securities | |||||||||||
| securities to be | remaining available for | |||||||||||
| issued upon | Weighted-average | future issuance under | ||||||||||
| exercise of | exercise price of | equity compensation plans | ||||||||||
| outstanding | outstanding | (excluding securities | ||||||||||
| options, warrants | options, warrants | reflected in the first | ||||||||||
| Plan Category | and rights | and rights | column) | |||||||||
Equity compensation
plans approved by
security holders |
8,039,287 1 | $ | 26.03 | 499,719 | 2 | |||||||
Equity compensation
plans not approved
by security holders. |
None | N/A | None | |||||||||
Total |
8,039,287 1 | $ | 26.03 | 499,719 | 2 | |||||||
(1) Does not include 480,462 of granted but unvested time-based restricted stock and 153,086 of granted but unvested performance-based restricted stock.
(2) Does not include 1,037,221 shares available for future issuance under the Alliance Data Systems Corporation Amended and Restated Employee Stock Purchase Plan.
We appreciate your attention to this matter. Please do not hesitate to call me if you have any questions or comments regarding the foregoing. Thank you.
Best regards,
/s/ ED HEFFERNAN
Edward J. Heffernan
Chief Financial Officer
7655 Waterview Parkway
Dallas, Texas 75252
T 972 348 5100
www.alliancedatasystems.com