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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
December 9, 1999
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-4471 16-0468020
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
800 Long Ridge Road
P. O. Box 1600
Stamford, Connecticut 06904-1600
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:
(203) 968-3000
Item 5. Other Events
On December 9, 1999 a complaint was filed in the United States District Court
For the District of Connecticut in an action entitled Giaraputo, et al. vs.
Xerox Corporation, Barry Romeril, Paul Allaire and Richard Thoman which
purports to be a class action on behalf of the named plaintiff and all other
purchasers of Common Stock of the Registrant between January 25, 1999 and
October 7, 1999 ("Class Period"). The complaint alleges that pursuant to the
Securities Exchange Act of 1934, as amended, each of the defendants is liable
as a participant in a fraudulent scheme and course of business that operated
as a fraud or deceit on purchasers of Registrant's Common Stock during the
Class Period by disseminating materially false and misleading statements
and/or concealing material facts. The complaint alleges that the alleged
scheme: (i) deceived the investing public regarding the Registrant's financial
condition, salesforce reorganization, economic capabilities, sales
proficiencies, growth, operations and the intrinsic value of Registrant's
Common Stock; (ii) allowed several corporate insiders, such as the named
defendants, to sell shares of privately held Common Stock of Registrant while
in possession of materially adverse, non-public information; and (iii) caused
the individual plaintiff and the other members of the purported class to
purchase Common Stock of the Registrant at inflated prices. The complaint
seeks unspecified compensatory damages in favor of the plaintiff and the other
members of the purported class against all defendants, jointly and severally,
for all damages sustained as a result of defendants' alleged wrongdoing,
including interest thereon, together with reasonable costs and expenses
incurred in the action, including counsel fees and expert fees. The Complaint
has not yet been formerly served on Registrant.
The Registrant and the named defendants deny any wrongdoing and intend to
vigorously defend this action.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly authorized this report to be signed on its behalf
by the undersigned duly authorized.
XEROX CORPORATION
/s/ Martin S. Wagner
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By: Martin S. Wagner
Assistant Secretary
Dated: December 13, 1999