UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 80559 / April 28, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-16575

In the Matter of

Computer Sciences Corporation, Michael 

Laphen, Michael Mancuso, Wayne Banks, 

Claus Zilmer, and Paul Wakefield

Respondents.

ORDER APPROVING PLAN OF 

DISTRIBUTION

On June 5, 2015, the Commission issued an Order Instituting Public Administrative and 

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 

4C and 21C of the Securities Exchange Act of 1934, and Rule 102(e) of the Commission’s 

Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist 

Order (“Order”)1against Computer Sciences Corporation (“CSC”), Michael Laphen 

(“Laphen”), Michael Mancuso (“Mancuso”), Wayne Banks (“Banks”), Claus Zilmer, and Paul 

Wakefield (collectively, the “Respondents”). The Order found that CSC engaged in a wideranging accounting and disclosure fraud that materially overstated its earnings and concealed 

from investors significant problems with its largest contract. The Order required CSC to pay a 

civil money penalty of $190,000,000.00, Laphen to pay a civil money penalty of 

$750,000.00.00, Mancuso to pay a civil money penalty of $175,000.00 and Banks to pay 

disgorgement of $10,990.00 and prejudgment interest of $2,400.00. The Order also created a 

Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, for the 

monies paid by the Respondents for the distribution to harmed investors (the “Fair Fund”). 

 

1

Securities Act Rel. No. 9804 (June 5, 2015).
2

In two separate, but related district court actions, Wilfred Robert Sutcliffe (“Sutcliffe”) 

and Edward Parker (“Parker”) were ordered to pay a total of $10,613.95 to the Commission for 

transfer into the Fair Fund.2 In total, $190,948,983.953 was paid into the Fair Fund. The Fair 

Fund is subject to the continuing jurisdiction and control of the Commission and has been 

deposited into an interest-bearing account at the United States Department of the Treasury.

On March 13, 2017, the Commission published a Notice of Proposed Plan of 

Distribution and Opportunity for Comment (“Notice”)4pursuant to Rule 1103 of the 

Commission’s Rules on Fair Fund and Disgorgement Plans.5 The Notice advised all interested 

persons that they may obtain a copy of the proposed Plan of Distribution (“Plan”) from the 

Commission’s public website, http://www.sec.gov/litigation/faifundlist.htm, or by submitting a 

written request to Nancy Chase Burton, Esq., United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-5876. 

The Notice also advised all persons desiring to comment on the Plan that they could 

submit their comments, in writing, no later than 30 days from the date of the Notice: (1) by

sending a letter to the Office of the Secretary, United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-1090; (2) by using the Commission’s

Internet comment form (http://www.sec.gov/litigation/admin.shtml); or, (3) by sending an email to rule-comments@sec.gov. The Commission received no comments on the Plan during 

the comment period.

The Fair Fund is comprised of $190,948,983.95 in disgorgement, prejudgment interest, 

and civil penalties paid by Respondents, Sutcliffe and Parker. The Commission’s Order arose 

out of securities law violations and substantially similar facts and occurred during the same time 

 

2

 See Securities and Exchange Commission v. Wilfred Sutcliffe, No. 15-cv-4340 (S.D.N.Y. 2015). See alsoSecurities 

and Exchange Commission v. Edward Parker, No. 15-cv-4341 (S.D.N.Y. 2015).

3

 There was a $20.00 shortfallin the amount paid by Sutcliffe, which was written off by the Office of Financial

Management, pursuant to their applicable delegated authority, 17 C.F.R. § 200.30-4(a)(15).

4

 Exchange Act Rel. No. 80233 (Mar. 13, 2017).

5

 17 C.F.R. § 201.1103.
3

period as those in a related class action (“Class Action”).6 The Plan provides for the 

distribution of the Net Available Fair Fund7to Eligible Claimants according to the Plan of 

Allocation attached as Exhibit B to the Plan, which is substantially similar to the plan of 

allocation in the Class Action. The Plan involves a claims process for some investors, as 

described in detail in the Plan.

The Division of Enforcement now requests that the Commission approve the Plan. 

Accordingly, it is hereby ORDERED that, pursuant to Rule 1104 of the Commission’s 

Rules on Fair Fund and Disgorgement Plans,

8

the Plan is approved.

For the Commission, by its Secretary, pursuant to delegated authority.

Brent J. Fields

Secretary

 

6

 In Re Computer Sciences Corporation Securities Litigation,No. 11-cv-00610(E.D.Va. 2011.).

7

 All terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

8

17 C.F.R. § 201.1104.