Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Xerox Corporation
(Exact name of registrant as specified in its charter)
New York 16-0468020
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut 06904-1600
(Address of Principal Executive Offices) (Zip Code)
Xerox Canada Inc. Executive Rights Plan
(Full title of the plan)
Martin S. Wagner
Assistant Secretary
Xerox Corporation
P.O. Box 1600
Stamford, Connecticut 06904
(Name and address of agent for service)
(203) 968-3000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price offering registration
registered registered per share* price* fee
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Common Stock, 350,000 shares $134.75 $47,162,500 $9,433.00
$1 par value
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* Estimated using the average of the high and low prices for Xerox
Corporation Common Stock on the New York Stock Exchange on December 18, 1995
solely for purposes of determining the registration fee pursuant to Rule
457(h)(1) and Rule 457(c) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Xerox Corporation (the "Company") hereby incorporates by reference in
this registration statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the
"Commission") (File No. 1-4471):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995, and Current Reports on
Form 8-K dated December 15, 1994 (filed on March 7, 1995),
December 19, 1994 (filed on January 20, 1995), January 12, 1995
and June 1, 1995; and
(c) The description of the Company's Common Stock, $1 par value
("Common Stock"), contained in the registration statement (and
amendments thereto) therefor filed under Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act").
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been
sold or which deregisters all securities covered hereby then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock offered pursuant to this
registration statement has been passed upon for the Company by Martin S.
Wagner, Esq., Associate General Counsel, Corporate, Finance and Ventures of
the Company.
Item 6. Indemnification of Directors and Officers.
Article VIII, Section 2 of the Company's By-Laws states:
"Indemnification of Directors and Officers: Except to the extent
expressly prohibited by law, the Company shall indemnify any person,
made or threatened to be made, a party in any civil or criminal action
or proceeding, including an action or proceeding by or in the right of
the Company to procure a judgment in its favor or by or in the right of
any other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which any Director or officer of the Company served in any
capacity at the request of the Company, by reason of the fact that he,
his testator or intestate is or was a Director or officer of the
Company or serves or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any
capacity, against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses, including attorneys' fees, incurred
in connection with such action or proceeding, or any appeal therein,
provided that no such indemnification shall be required with respect to
any settlement unless the Company shall have given its prior approval
thereto. Such indemnification shall include the right to be paid
advances of any expenses incurred by such person in connection with
such action, suit or proceeding, consistent with the provisions of
applicable law. In addition to the foregoing, the Company is authorized
to extend rights to indemnification and advancement of expenses to such
persons by i) resolution of the shareholders, ii) resolution of the
Directors or iii) an agreement, to the extent not expressly prohibited
by law."
Reference is made to Sections 721 through 726 of the Business
Corporation Law of the State of New York.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this registration
statement:
Exhibit No. Description
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(4) Xerox Canada Inc. Executive Rights Plan.
(5) Opinion of Martin S. Wagner, Esq.
(23)(a) Consent of Independent Auditors.
(b) Consent of Martin S. Wagner, Esq. (see Exhibit 5).
(24)(a) Certified Resolution.
(b) Power of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereby are being made, a post-effective amendment
to this registration statement (i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) to
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information
in the registration statement; provided, however, that paragraphs (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 21st day of December, 1995.
XEROX CORPORATION (Registrant)
By: /s/ PAUL A. ALLAIRE*
Paul A. Allaire
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of December 21, 1995.
(Signature) (Title)
Principal Executive Officer:
PAUL A. ALLAIRE* Chairman of the Board, Board, Chief
Executive Officer and Director
Principal Financial Officer:
BARRY D. ROMERIL* Executive Vice President and
Chief Financial Officer
Principal Accounting Officer:
PHILLIP D. FISHBACH* Vice President and Controller
Directors:
ROBERT A. BECK )
YOTARO KOBAYASHI )
HILMAR KOPPER )
RALPH S. LARSEN ) *
JOHN D. MACOMBER )
N. J. NICHOLAS, JR. )
MARTHA R. SEGER )
*By: /s/ MARTIN S. WAGNER
Martin S. Wagner
Attorney-in-Fact
XEROX CANADA INC.
EXECUTIVE RIGHTS PLAN
NOVEMBER 1995
0
1. EFFECTIVE DATE
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The effective date of the Plan is July 1, 1995.
2. PARTICIPANTS UNDER THE PLAN
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Only full-time regular employees who are designated as President or a
Vice-President of Xerox Canada Inc., any of its subsidiaries or any
divisions thereof and other full-time regular employees approved by the
Executive Compensation and Benefits Committee of the Board of Directors of
Xerox Canada Inc. are "Participants" under the Plan. The Executive
Compensation and Benefits Committee has delegated to the Chairman of the
Board the above authority to exercise all provisions of the Plan in respect
of Participants other than persons carrying the title of President or Vice
President.
3. GRANTS
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Participants will be granted rights ("Rights") whereby each Right
granted enables the Participant to require Xerox Canada Inc. to deliver to
the Participant one Common share in the capital stock of Xerox Corporation,
$1 par value ("Common Share") on payment of the price which is determined
as hereinafter described. Appropriate adjustments in the number of Rights
granted, provided a Right has not been exercised, will be made by the Board
of Directors to give effect to subdivisions, consolidations or
reclassifications of the Common Shares.
4. DURATION OF THE PLAN
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This Plan remains in effect until terminated by the Board of Directors
of Xerox Canada Inc. Such termination shall not affect Rights granted
prior to termination which remain unexercised or are exercisable. The
relevant provisions of the Plan shall continue to apply until such Rights
are either exercised or expire in accordance with the provisions of the
Plan.
5. ADMINISTRATION OF THE PLAN
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Within the limitations of the Plan, the Executive Compensation and
Benefits Committee of the Board of Directors of Xerox Canada Inc. or the
Chairman of the Board, as the case may be, shall approve the number of
Rights to be granted to a Participant and interpret, construe and cause
implementation of the provisions of the Plan.
1
6. TIMING OF GRANTS
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Rights will be granted once in each calendar year ("Award Date").
However, for employees promoted into a position that renders them an
eligible Participant under this Plan on the date of such promotion, if the
usual Award Date has passed, but in no event later than June 30 of that
year, Rights may be granted on the date of promotion. Employees promoted
into an eligible position after June 30 will only be eligible for grants on
the Award Date of the following year.
7. WAITING PERIOD AND EXERCISE DATES
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Unless otherwise determined by the Board of Directors, Rights may be
exercised only after the expiry of a waiting period ("Waiting Period")
which commences on the Award Date and ends as follows:
For 50% of Rights granted in a year, the Waiting Period is until
after December 31 of the year in which the Award Date occurs.
For the remaining 50% of each grant, the Waiting Period is until
after December 31 of the second year in which the Award Date occurs.
All Rights granted expire on December 31 of the fifth calendar year
following the Award Date ("Expiry Date"). For greater certainty, the year
in which the Award Date occurs is considered one full calendar year. The
period beginning on the day the Waiting Period ends to the Expiry Date, is
referred to as the "Exercise Period". Rights may be exercised at any time
during the Exercise Period.
8. RIGHTS PRICE
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The price per Right upon the exercise of a Right shall be 100% of the
closing price of a Common Share on the New York Stock Exchange on the
Award Date ("Rights Price"). In the event that the Common Shares have not
traded on the New York Stock Exchange on such date, the Rights Price
attributable to a Right will be the closing price on the last day prior to
the Award Date that the Common Shares traded on the New York Stock
Exchange. For employees promoted between the usual Award Date and June 30
in a calendar year, the Rights Price will be the higher of that determined
(a) on the usual Award Date, or (b) the actual Award Date if other than
the usual Award Date.
In the case of Rights issued to employees who accepted the invitation
to exchange their option to acquire Class B shares in Xerox Canada Inc.
("Options"), the Rights Price was determined and calculated by a formula
based on the closing price of
2
Common Shares on the New York Stock Exchange on the date the Options were
exchanged and the Rights issued, as adjusted to eliminate fractional Rights
based on a ratio of three Options into one Right.
Appropriate adjustments to the Rights Price for Rights granted, but not
exercised, may be made by the Board of Directors in its discretion to give
effect to subdivisions, consolidations or reclassifications of Common
Shares.
9. PAYMENT
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The Rights Price shall be paid to Xerox Canada Inc. at the time of
exercise in full and in cash or pursuant to arrangements Xerox Canada Inc.
may have put in place with a registered broker of which Participants will
have been advised of from time to time. Upon receipt of payment, Xerox
Canada Inc. shall cause, without the Participant being liable for payment
of any transfer taxes or fees, delivery to the Participant or the
Participant's designee a certificate, in the name of the Participant or in
such other name as the Participant may designate in writing at the time of
exercise, representing the Common Shares purchased.
10. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH OR LONG TERM DISABILITY
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In the event that a Participant ceases to be an employee, the following
rules apply:
1. TERMINATION FOR ANY REASON OTHER THAN DEATH OR RETIREMENT -
unexercised Rights which were otherwise exercisable on the date of
termination shall expire within 90 days from the date employment ceased or
on the expiration of the Exercise Period, if prior thereto.
2. TERMINATION DUE TO RETIREMENT - same as 1. above except the "90
days" is replaced by "2 years".
3. TERMINATION DUE TO DEATH DURING THE 90 DAY PERIOD (2 YEAR PERIOD
FOR RETIREMENT) - the Rights shall be exercisable by the Participant's
personal representatives, heirs or legatees to the same extent and during
the same period that the Participant could have exercised the Rights if he
or she had not died, but in no event after the Expiry Date.
4. DEATH OF PARTICIPANT PRIOR TO TERMINATION OF EMPLOYMENT - The
Waiting Period for exercise does not apply as of the date of death. The
Rights of the deceased may be exercised by his or her personal
representatives, heirs or legatees only within one year from the date of
death, but in no event after Expiry Date.
Cessation of active employment due to commencement of long-term
disability, as determined by the medical director of Xerox Canada Inc.
or a subsidiary shall be deemed not to constitute a termination of
employment for purposes of this Plan.
3
12. NON-ASSIGNABILITY OF RIGHTS
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No Right shall be assignable or transferable by a Participant during
his or her lifetime. Except as otherwise provided by this Plan, Rights
shall be exercisable only by the Participant.
13. AMENDMENT
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The Plan may at any time or from time to time be modified or amended
by resolution of the Board of Directors, subject to any regulatory
authority approvals. The modification or amendment of the Plan shall not
affect Rights previously granted except with the consent of such employee.
EXHIBIT 5
Xerox Corporation
P.O. Box 1600
Stamford, Connecticut 06904
203-968-3000
Office of General Counsel
Martin S. Wagner
Associate General Counsel,
Corporate, Finance and Ventures
Direct Dial (203) 968-3457
December 21, 1995
Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, Connecticut 06904-1600
Gentlemen:
As Associate General Counsel, Corporate, Finance and Ventures of Xerox
Corporation, I am familiar with the Registration Statement on Form S-8
filed by Xerox Corporation, a New York corporation (the "Company"), under
the Securities Act of 1933, as amended ("Registration Statement"),
relating to the registration of 350,000 shares of Common Stock, $1 par
value, of the Company (the "Shares") which may be issued upon the
exercise of rights from time to time granted to eligible employees of
Xerox Canada Inc., a corporation amalgamated under the laws of Ontario,
Canada ("XCI"), a majority-owned subsidiary of the Company, and XCI's
subsidiaries pursuant to the XCI Executive Rights Plan (the "Plan").
In rendering the opinions set forth herein, either I or other lawyers in
the Office of General Counsel of the Company who report either directly or
indirectly to me have examined (i) the Plan, (ii) the Company's Restated
Certificate of Incorporation and By-laws, each as amended to date, (iii)
certain minutes of meetings of the Board of Directors, and the Finance
Committee of the Board of Directors, of the Company and (iv) such other
documents and matters of law as have been considered necessary or
desirable in rendering the opinions set forth herein.
Based upon the foregoing, it is my opinion that:
1. The Company has been duly incorporated and is validly existing in good
standing under the laws of the State of New York.
2. The Shares issued pursuant to the terms and conditions of the Plan will
be validly issued, fully paid and nonassessable, with no personal
liability attaching to the holders thereof under the laws of the State
of New York.
I consent to the reference to my name in Item 5 of the Registration
Statement and to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ MARTIN S. WAGNER
Martin S. Wagner
Associate General Counsel,
Corporate, Finance and Ventures
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Xerox Corporation:
We consent to the use of our reports incorporated herein by reference.
Our reports refer to the Company's changes in its methods of accounting for
income taxes and postretirement benefits other than pensions in 1992.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
December 21, 1995
EXHIBIT 24(a)
CERTIFICATE
I, Martin S. Wagner, Assistant Secretary of Xerox Corporation, a New
York corporation (the "Company"), DO HEREBY CERTIFY that Exhibit A is a
true and correct copy of a resolution adopted at a meeting of the Board of
Directors of the Company duly held and convened on October 9, 1995, and
that such resolution has not been modified, rescinded or revoked and is at
present in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Certificate and
affixed the corporate seal of the Company hereto this 21st day of December,
1995.
/s/ MARTIN S. WAGNER
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Martin S. Wagner
Assistant Secretary
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Exhibit A
RESOLVED: that each officer and director of the Company who may be
required to execute the Registration Statements or any amendment thereof
(whether on behalf of the Company or as an officer or director thereof) be
and hereby is authorized to execute a power of attorney appointing E. M.
Filter, M. S. Wagner and G. R. Roth and each of them, as true and lawful
attorneys and agents to execute in his name, place and stead (in any such
capacity) the Registration Statements and any and all amendments thereto,
and any and all documents in connection therewith, and to file the same in
electronic or paper form with the Securities and Exchange Commission, each
of said attorneys and agents to have the power to act with or without the
other and to have the full power and authority to do and perform in the name
and on behalf of each of said officers and directors, or both, as the case
may be, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any such officer or
director could do in person.
Exhibit 24(b)
POWER OF ATTORNEY
Xerox Corporation (the "Company") and each person whose signature
appears below authorize each of Eunice M. Filter, Martin S. Wagner and
George R. Roth (each an "appointee") to file, either in paper or
electronic form, one or more registration statements and amendments
thereto (including post-effective amendments), under the Securities Act of
1933, as amended, for the purpose of registering the offering and sale of
shares of Common Stock, $1 par value, of the Company reserved for issuance
upon the exercise of rights granted to officers and employees of the
Company's subsidiary, Xerox Canada Inc. ("XCI"), and XCI's subsidiaries
under the Xerox Canada Inc. Executive Rights Plan, including any amendments
and successor or replacement plans thereto, whether presently in effect or
hereafter adopted, which registration statements and amendments shall
contain such information and exhibits as any such appointee deems
appropriate. Each such person hereby appoints each appointee as attorney-
in-fact, with full power to act alone, to execute any such registration
statements and any and all amendments thereto and any and all other
documents in connection therewith, in the name of and on behalf of the
Company and each such person, individually and in each capacity stated
below, including the power to enter electronically such company
identification numbers, passwords and personal identification numbers as
may be required to effect such filing as prescribed under the rules and
regulations of the Securities and Exchange Commission (the "SEC"), and to
file, either in paper or electronic form, with the SEC a form of this
Power of Attorney. Each such person individually and in such capacities
stated below hereby grants to said attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever that said attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as the
undersigned could do personally or in the capacities as aforesaid.
XEROX CORPORATION
Dated as of December 21, 1995 By: /s/ PAUL A. ALLAIRE
Paul A. Allaire
Chairman of the Board and
Chief Executive Officer
/s/ PAUL A. ALLAIRE Chairman of the Board, Chief
(Paul A. Allaire) Executive Officer and Director
(Principal Executive Officer)
/s/ BARRY D. ROMERIL Executive Vice President and
(Barry D. Romeril) Chief Financial Officer
Principal Financial Officer)
/s/ PHILLIP D. FISHBACH Vice President and Controller
(Phillip D. Fishbach) (Principal Accounting Officer)
/s/ ROBERT A. BECK Director
(Robert A. Beck)
/s/ YOTARO KOBAYASHI Director
(Yotaro Kobayashi)
/s/ HILMAR KOPPER Director
(Hilmar Kopper)
/s/ RALPH S. LARSEN Director
(Ralph S. Larsen)
/s/ JOHN D. MACOMBER Director
(John D. MaComber)
/s/ N. J. NICHOLAS, JR. Director
(N. J. Nicholas, Jr.)
/s/ MARTHA R. SEGER Director
(Martha R. Seger)
