CERIDIAN CORPORATION

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): January 10, 2005 CERIDIAN CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) 3311 East Old Shakopee Road, Minneapolis, Minnesota (Address of principal executive offices) (Zip code) (I.R.S. Employer Identification No.) Registrant s telephone number, including area code: (952) No Change (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) On January 10, 2005, Robert H. Ewald resigned as Executive Vice President of Ceridian Corporation (the Company ), President, Ceridian Human Resource Solutions and from the Company s Board of Directors. On January 10, 2005, the Company issued a press release announcing that Mr. Ewald will be leaving the Company. A copy of the press release is attached hereto as Exhibit Pursuant to the terms of Mr. Ewald s employment agreement with the Company dated July 21, 2003 (the Employment Agreement ), Mr. Ewald will receive certain severance payments from the Company. A copy of the Employment Agreement was filed as Exhibit to the Company s Quarterly Report on Form 10-Q for the quarterly period ended June 30, The Company and Mr. Ewald are in the process of finalizing the terms of a mutual termination agreement. Item Financial Statements and Exhibits. (c) Exhibits 99.1 Ceridian Corporation News Release dated January 10,

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CERIDIAN CORPORATION /s/ Gary M. Nelson Gary M. Nelson Executive Vice President, General Counsel and Corporate Secretary Dated: January 10,

4 INDEXTOEXHIBITS Exhibit No. Item Method of Filing 99.1 Ceridian Corporation News Release dated January 10, Filed electronically 4

5 EXHIBIT 99.1 News Release Craig Manson Investor Relations Ceridian Corporation 952/ Ceridian Announces Ewald Departure Minneapolis, MN, January 10, Ceridian Corporation (NYSE:CEN) announced today that Robert ( Bo ) Ewald, president of Ceridian s human resource solutions business, will be leaving the Company. Ronald L. Turner, chairman, president and chief executive officer of Ceridian, said, After an evaluation of the organizational structure of the Company, we have concluded that a realignment of the Corporate organization would be prudent. The first step in this realignment is that the human resource solutions business will report directly to me. Mr. Turner continued, We have no plans to change or alter our strategy, and will continue on the same path we have consistently pursued in the past. Our goals in both of our business segments are to continue our efforts and focus with respect to customer retention, customer satisfaction, productivity and margin improvement. The Board and I would like to thank Bo for his contributions. Bo has been a valuable contributor to the Company since he became a member of the Board of Directors in 1997, and for the last 18 months as president of the human resource solutions business. We wish him the best in his new endeavors. Mr. Ewald will also be resigning from the Board of Directors.

6 Ceridian Corporation ( is an information services company serving businesses and employees in the United States, Canada and Europe. Ceridian is one of the top human resources outsourcing companies in each of its markets, and offers a broad range of human resource services, including payroll, benefits administration, tax compliance, HR information systems and employee advisory programs. Through its Comdata subsidiary, Ceridian is a major payment processor and issuer of credit cards, debit cards and stored value cards, primarily for the trucking and retail industries in the United States. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of The statements regarding Ceridian Corporation contained in this release that are not historical in nature, particularly those that utilize terminology such as may, will, should, likely, expects, anticipates, estimates, believes or plans, or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors known to Ceridian that could cause such material differences are identified and discussed from time to time in Ceridian s filings with the Securities and Exchange Commission, including matters arising from the SEC investigation, the change in SVS revenue recognition policy, the investigation conducted by the Audit Committee and the pending shareholder litigation, and those factors which are discussed in Ceridian s Annual Report on Form 10-K, for the fiscal year ended December 31, 2003, which factors are also incorporated herein by reference. Ceridian undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any future disclosure Ceridian makes on related subjects in future reports to the SEC.