As filed with the Securities and Exchange Commission on August 9, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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 Corporation 1996 Non-Employee Director Stock Option 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, 1,000,000 shares $52.75 $52,750,000 $18,190
$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 August 5, 1996 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.
PROSPECTUS
XEROX CORPORATION
800 Long Ridge Road
Stamford, Connecticut 06904
(203) 968-3000
1,000,000 Shares of Common Stock
(par value $1.00 par share)
--------------------------------
This Prospectus relates to the reoffer and resale from time to time by
certain shareholders of Xerox Corporation (the "Company") identified herein
under the heading "Selling Shareholders" (collectively, the "Selling
Shareholders") of up to 1,000,000 shares (the "Offered Shares") of Common
Stock, par value $1.00 per share ("Common Stock"), of the Company issuable to
such Selling Shareholders upon the exercise of outstanding stock options
heretofore granted and hereafter from time to time granted under the Xerox
Corporation 1996 Non-Employee Director Stock Option Plan (as amended or
otherwise modified from time to time, the "Plan"). See "Selling
Shareholders".
The Offered Shares may be sold from time to time by the Selling
Shareholders or by permitted beneficiaries, transferees and assignees on one
or more national securities exchanges, including The New York Stock Exchange,
Inc. (the "NYSE") and The Chicago Stock Exchange (the "CSE"), or in the over-
the-counter market, or in negotiated transactions, at prices and at terms then
prevailing, or at prices related to the then current market price, or at
negotiated prices and terms. Upon any sale of the Offered Shares, Selling
Shareholders or permitted beneficiaries, transferees and assignees, and
participating agents, brokers or dealers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the
"Securities Act"), and commissions or discounts or any profit realized on the
resale of the Offered Shares may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution".
The Company will not receive any part of the proceeds from the sale of
the Offered Shares. All expenses (other than discounts, concessions and
commissions) incurred in connection with this offering are being borne by the
Company.
The Common Stock is listed for trading on the NYSE and the CSE. The last
reported sale price of the Common Stock on the NYSE on August 8, 1996 was $53-
5/8 per share.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is August 9, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance herewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company can be inspected
and copied at the public reference facilities of the Commission at 450 Fifth
Street, N.W. (Room 1024), Judiciary Plaza, Washington, D.C. 20549; as well as
at the Regional Offices of the Commission located at Northwestern Atrium
Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661; and
Seven World Trade Center (13th Floor), New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov. Such reports, proxy
statements and other information concerning the Company also may be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10005, and the
CSE, One Financial Plaza, 120 South LaSalle Street, Chicago, Illinois 60603.
The Company has filed with the Commission a Registration Statement on
Form S-8 under the Securities Act with respect to the Offered Shares. For
further information with respect to the Company and the Offered Shares,
reference is made to such Registration Statement, including all documents
filed as exhibits thereto. Statements contained in this Prospectus as to the
Plan and the contents of any document are not necessarily complete, and in
each instance, reference is hereby made to the copy of the Plan and such
document filed as an exhibit to such Registration Statement, such statement
being qualified in all respects by such reference. Such Registration
Statement can be inspected and copied at the public reference facilities of
the Commission referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents filed
with the Commission (File No. 1-4471) by the Company pursuant to the Exchange
Act:
(1) Annual Report on Form 10-K for the fiscal year ended December 31,
1995;
(2) Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 1996 and June 30, 1996;
(3) Current Reports on Form 8-K dated January 18, 1996 and February 7,
1996;
(4) The description of the Company's Shareholders Rights Plan and the
Rights Agreement dated as of April 6, 1987, as amended and restated as of
February 6, 1989, between the Company and The Chase Manhattan Bank, N.A., as
successor to Chase Lincoln First Bank, N.A. (as amended and restated, the
"Rights Agreement"), which are contained in or filed as an exhibit to the
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8
and Amendment No. 2 on Form 8-A, filed with the Commission on April 6, 1987,
February 6, 1989 and June 4, 1996, respectively, relating to the Rights to
Purchase Series A Cumulative Preferred Stock (the "Preferred Stock Purchase
Rights"); and
2
(5) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8
and Amendment No. 2 on Form 8-A, filed with the Commission on February 23,
1990, March 8, 1990 and June 4, 1996, respectively, relating to the Company's
Common Stock and Preferred Stock Purchase Rights.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference into this Prospectus. 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 Prospectus 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 Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, including any beneficial owner, upon written or oral
request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Requests should be directed to The First National Bank of Boston,
P.O. Box 9155, Boston, Massachusetts 02205, telephone: 1-800-828-6396.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of any
Offered Shares by any Selling Shareholder. All of the proceeds from the sale
of the Offered Shares are expected to be received by the Selling Shareholders.
SELLING SHAREHOLDERS
The Offered Shares are expected to be acquired by the Selling
Shareholders upon the exercise of stock options heretofore granted and
hereafter from time to time granted under the Plan which have been registered
under the Securities Act.
The following table sets forth (a) the names of the Selling Shareholders,
(b) the material relationships with the Company or its affiliates within the
past three years, (c) the number of shares of Common Stock beneficially owned
by each of the Selling Shareholders as of July 31, 1996, (d) the number of
shares of Common Stock which each of the Selling Shareholders may acquire
pursuant to the exercise of outstanding stock options granted under the Plan,
some or all of which may from time to time be sold pursuant to this
Prospectus, and (e) the number of shares of Common Stock to be beneficially
owned by each of the Selling Shareholders after the completion of this
offering, assuming the sale of all Offered Shares and no other acquisition or
sale by such Selling Shareholder of any additional shares of Common Stock.
None of the Selling Shareholders owns any other securities of the Company or
1% or more of the outstanding shares of Common Stock after this offering is
completed.
3
(c) Number of (d) Number (e) Number of
Shares Owned of Shares Shares Owned
(b) Material As of July Offered After the
(a) Name Relationship 31, 1996 Hereby Offering
- -------- ------------ ------------- ----------- -------------
B. R. Inman Director since 3,643 2,500 3,643
1987
Antonia Ax:son Director since 27 2,500 27
Johnson 1996
Vernon E. Director since 11,353 2,500 11,353
Jordan, Jr. 1974
Yotaro Kobayashi Director since 6,802 2,500 6,802
1987
Hilmar Kopper Director since 6,449 2,500 6,449
1991
Ralph S. Larsen Director since 8,889 2,500 8,889
1990
John D. Macomber Director since 7,465 2,500 7,465
1993, and 1987
to 1989
George J. Director since 964 2,500 964
Mitchell 1995
N. J. Nicholas, Director since 9,337 2,500 9,337
Jr. 1987
John E. Pepper Director since 15,386* 2,500 15,386*
1990
Martha R. Seger Director since 3,511 2,500 3,511
1991
Thomas C. Director since 4,243 2,500 4,243
Theobald 1983
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* Includes 3,000 shares owned by the immediate family members.
There is no assurance that any of the Selling Shareholders will sell any
or all of the shares of Common Stock offered by them under this Prospectus.
The Prospectus may from time to time be amended or supplemented to add or
delete persons who have acquired or will acquire shares of Common Stock under
the Plan, or who have disposed of such shares of Common Stock, to or from the
list of Selling Shareholders.
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time to time in one or more
transactions by the Selling Shareholders or by permitted beneficiaries,
transferees and assignees on one or more national securities exchanges,
including the NYSE and the CSE, or in the over-the-counter market, or in
negotiated transactions, at prices and at terms then prevailing, or at prices
related to the then current market price, or at negotiated prices and terms.
Such shares may be sold by one or more of the following methods, without
limitation: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (d) an exchange
distribution in accordance with the rules of any such exchange; and (e) face-
to-face transactions between sellers and purchasers without a broker or
dealer. In effecting sales, brokers and dealers engaged by the Selling
Shareholders may arrange for other brokers and dealers to participate. Such
brokers and dealers may receive commissions or discounts from Selling
Shareholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers
4
or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales. In addition, any Offered Shares
that qualify for sale pursuant to Rule 144 under the Securities Act may be
sold under such Rule rather than pursuant to this Prospectus.
All expenses (other than discounts, concessions and commissions to
underwriters, brokers, dealers or agents) incurred in connection with this
offering are being borne by the Company.
LEGAL OPINION
The validity of the shares of Common Stock to be offered hereby will be
passed upon for the Company by Martin S. Wagner, Esq., Associate General
Counsel, Corporate, Finance and Ventures of the Company.
EXPERTS
The consolidated financial statements and schedule of the Company and
consolidated subsidiaries included in the Company's Annual Report on Form 10-K
as of December 31, 1995 and 1994, and for each of the years in the three-year
period ended December 31, 1995, incorporated by reference herein and elsewhere
in the Registration Statement, have been incorporated by reference herein and
in the Registration Statement in reliance upon the reports set forth therein
of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
5
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or any of its agents. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date. This Prospectus does
not constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to whom
it is unlawful to make such offer or solicitation.
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TABLE OF CONTENTS
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Page
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Available Information 2
Incorporation of Certain Documents by Reference 2
Use of Proceeds 3
Selling Shareholders 3
Plan of Distribution 4
Legal Opinion 5
Experts 5
XEROX CORPORATION
1,000,000 Shares
Common Stock
(par value $1.00 per share)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Xerox Corporation ("Xerox" or 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) Annual Report on Form 10-K for the fiscal year ended December 31,
1995;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996;
(c) Current Reports on Form 8-K dated January 18, 1996 and February 7,
1996;
(d) The description of the Company's Shareholders Rights Plan and the
Rights Agreement dated as of April 6, 1987, as amended and restated as of
February 6, 1989, between the Company and The Chase Manhattan Bank, N.A., as
successor to Chase Lincoln First Bank, N.A. (as amended and restated, the
"Rights Agreement"), which are contained in or filed as an exhibit to the
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8
and Amendment No. 2 on Form 8-A, filed with the Commission on April 6, 1987,
February 6, 1989 and June 4, 1996, respectively, relating to the Rights to
Purchase Series A Cumulative Preferred Stock (the "Preferred Stock Purchase
Rights"); and
(e) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8
and Amendment No. 2 on Form 8-A, filed with the Commission on February 23,
1990, March 8, 1990 and June 4, 1996, respectively, relating to the Company's
Common Stock and Preferred Stock Purchase Rights.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
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
- ----------- -----------
(4) Xerox Corporation 1996 Non-Employee Director Stock Option 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 9th day of August, 1996.
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 August 9, 1996.
(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:
PHILIP D. FISHBACH* Vice President and Controller
Directors:
ROBERT A. BECK )
B. R. INMAN )
YOTARO KOBAYASHI )
RALPH S. LARSEN )
JOHN D. MACOMBER ) *
GEORGE J. MITCHELL )
N. J. NICHOLAS, JR. )
JOHN E. PEPPER )
MARTHA R. SEGER )
THOMAS C. THEOBALD )
*By: /s/ MARTIN S. WAGNER
---------------------
Martin S. Wagner
Attorney-in-Fact
EXHIBIT (4)
XEROX CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I - Purpose of the Plan
The purpose of the Xerox Corporation 1996 Non-Employee Director Stock Option
Plan ("Plan") is to increase the ownership interest in the Company of non-
employee directors whose services are considered essential to the Company's
continued progress, to align such interests with those of the shareholders of
the Company and to provide a further incentive to serve as a director of the
Company.
ARTICLE II - Definitions
Unless the context clearly indicates otherwise, the following terms shall have
the following meanings:
2.1 "1996 Annual Meeting" means the annual meeting of shareholders of the
Company scheduled to be held on May 16, 1996, or any adjournment thereof.
2.2 "Award Summary" means the award summary delivered by the Administrator to
each Non-Employee Director upon grant of an Option under the Plan.
2.3 "Board" means the Board of Directors of Xerox Corporation.
2.4 "Change in Control" shall be deemed to have occurred if (A) any
"person", as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") other than the Company,
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, or any company owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20 percent or more of the combined
voting power of the Company's then outstanding securities; or (B) during any
period of two consecutive years, individuals who at the beginning of such
period constitute the Board, including for this purpose any new director
(other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in this Section)
whose election or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof.
2.5 "Company" means Xerox Corporation.
2.6 "Exercise Period" means the date which is ten years after the Option
Grant Date of such Option.
2.7 "Fair Market Value" means, with respect to any date, the average between
the highest and lowest sale prices per Share on the New York Stock Exchange
Composite Transactions Tape on such date, provided that if there should be no
sale of Shares reported on such date, the Fair Market Value of a Share on such
date shall be deemed equal to the average between the highest and lowest sale
prices per Share on such Composite Tape for the last preceding date on which
sales of Shares were reported.
2.8 "Option" means an option to purchase Shares awarded under Article VIII
which does not meet the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended, or any successor law.
2.9 "Option Grant Date" means the date upon which an Option is granted to a
Non-Employee Director except that for purposes of the Option granted as of the
1996 Annual Meeting, the Option Grant Date shall be on the effective date of
the Stock Split.
2.10 "Optionee" means a Non-Employee Director of the Company to whom an
Option has been granted.
2.11 "Non-Employee Director" means a director of the Company who is neither
an employee of the Company nor any subsidiary of the Company.
2.12 "Plan" means the Xerox Corporation 1996 Non-Employee Director Stock
Option Plan, as amended and restated from time to time.
2.13 "Shares" means shares of the Common Stock, par value $1.00 per share, of
the Company after giving effect to the three for one stock split declared by
the Board of Directors on January 23, 1996 subject to shareholder approval of
an increase in the number of authorized shares of stock at the 1996 Annual
Meeting (the "Stock Split").
ARTICLE III - Administration of the Plan
3.1 Administrator of Plan. The Plan shall be administered by the Office of
Corporate Secretary ("Administrator").
3.2 Authority of the Administrator. Except as otherwise provided herein, the
Administrator shall have full power and authority to (i) interpret and
construe the Plan and to adopt such rules and regulations it shall deem
necessary and advisable to implement and administer the Plan and (ii)
designate persons to carry out his or her responsibilities, subject to such
limitations, restrictions and conditions as he or she may prescribe, such
determinations to be made in accordance with the Administrator's best business
judgment as to the best interests of the Company and its shareholders and in
accordance with the purposes of the Plan subject to applicable conditions of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-
3"). The Administrator may delegate administrative duties under the Plan to
one or more agents as he or she shall deem necessary or advisable.
ARTICLE IV - Awards under the Plan
Awards in the form of Options shall be granted to Non-Employee Directors in
accordance with Article VIII. Each Option granted under the Plan shall be
evidenced by a an Award Summary.
ARTICLE V - Eligibility
Non-Employee Directors of the Company shall be eligible to participate in the
Plan in accordance with Article VIII.
ARTICLE VI - Shares Subject to the Plan
Subject to adjustment as provided in Article XI, the aggregate number of
Shares which may be issued upon the exercise of Options shall not exceed
1,000,000 Shares. To the extent an outstanding Option expires or terminates
unexercised or is canceled or forfeited, the Shares subject to the expired,
unexercised, canceled or forfeited portion of such Option shall again be
available for grants of Options under the Plan.
ARTICLE VII - Non-Transferability of Options
All Options under the Plan will be nontransferable and shall not be
assignable, alienable, salable or otherwise transferable by the Optionee other
than by will or the laws of descent and distribution except pursuant to a
domestic relations order entered by a court of competent jurisdiction or as
otherwise determined by the Administrator. During the life of the Optionee,
Options under the Plan shall be exercisable only by him or her.
If so permitted by the Administrator, an Optionee may designate a beneficiary
or beneficiaries to exercise the rights of the Optionee under this Plan upon
the death of the Optionee. However , any contrary requirement of Rule 16b-3
under the 1934 Act or any successor rule shall prevail over the provisions of
this section.
ARTICLE VIII - Options
Each Non-Employee Director shall be granted Options, subject to the following
terms and conditions:
8.1 Time of Grant. On the date of the 1996 Annual Meeting of shareholders of
the Company and, thereafter, on the date of each annual meeting of
shareholders of the Company, each person who is a Non-Employee Director
immediately after such meeting of shareholders shall be granted an Option to
purchase 2,500 Shares. Any person elected to the Board subsequent to the 1996
Annual Meeting at a time other than at any other annual meeting of
shareholders who becomes a Non-Employee Director, upon the date of such
election, shall be granted an Option to purchase a number of Shares determined
by multiplying the number set forth in the preceding sentence by a fraction,
the numerator of which shall be the number of days between the date of such
election and the date which is the first anniversary of the date of the last
preceding annual meeting of shareholders and the denominator of which shall be
365.
8.2 Purchase Price. The purchase price per Share under each Option granted
pursuant to this Article shall be 100% of the Fair Market Value per Share on
the Option Grant Date.
8.3 Option Waiting Period and Exercise Dates. The Shares subject to an Option
may be purchased commencing on the January 1 next following the annual
meeting of shareholders (the "Waiting Period") as follows:
33% of such Shares commencing at the end of the Waiting Period;
33% of such Shares commencing on the first day of the second year
following the Waiting Period; and
34% of such Shares commencing on the first day of the third year
following the Waiting Period.
Subject to Article IX, an Option may be exercised until the end of the
Exercise Period. An Option, or portion thereof, may be exercised in whole or
in part only with respect to whole Shares.
To the extent that an Option is not exercised when it becomes initially
exercisable, it shall not expire but shall be carried forward and shall be
exercisable until the expiration of the Exercise Period. Partial exercise will
be permitted from time to time within the percentage limitation described
above provided that no partial exercise may be for less than twenty Shares.
Upon the occurence of a Change in Control, the Waiting Period shall terminate
and all outstanding Options shall become immediately fully exercisable
pursuant to the other terms and conditions of the Option until the expiration
of the Exercise Period.
8.4 Method of Exercising Option. The Options may be exercised from time to
time by written notice to the Company, which shall state the election to
exercise the Options and the number of shares with respect to which the
Options are being exercised, and shall be signed by the person exercising the
Options. Such notice must be accompanied by a check payable to the Company in
payment of the full purchase price. After receipt of such notice, the Company
will advise the person exercising the option of the amount of withholding tax
which must be paid under U.S. Federal, and where applicable, U.S., state and
local law resulting from such exercise. Upon receipt of payment of the
purchase price and the withholding tax the Company shall, without transfer or
issue tax to the person exercising the Options, issue a certificate or
certificates for the number of shares covered by such notice of exercise.
ARTICLE IX - Termination of Directorship
9.1 Termination of Service. If an Optionee ceases to be a director of the
Company other than by reason of disability, retirement from service on the
Board, or death, each Option held by such Optionee may thereafter be exercised
by such Optionee (or such Optionee's executor, administrator, guardian, legal
representative, beneficiary or similar person) solely to the extent that they
were exercisable on the date of such termination and shall expire on the
earlier of: (i) three months from the date of such termination or (ii)
expiration of the Exercise Period. Options which are not exercisable on the
date the Optionee ceases to be a director of the Company shall terminate
9.2 Disability, Retirement or Death. If an Optionee ceases to be a director
of the Company by reason of disability or retirement from service on the
Board, each Option held by such Optionee may thereafter be exercised by such
Optionee in accordance with the provisions of Article VIII. If the Optionee
dies following termination of service from the Board by reason of retirement
or disability, outstanding. Options shall be exercisable to the extent that
they were exercisable on the date of death by such Optionee's executor,
administrator, guardian, legal representative, beneficiary or similar person
and shall expire on the earlier of: one year following the date of death or
expiration of the Exercise Period. If the Optionee ceases to be a director as
a result of death after the expiration of the Waiting Period for an Option
award, such Option shall be immediately vested and exercisable by the
Optionee's legal representative at any time within one year of the Optionee's
death but in no event after the expiration of the Exercise Period. Options
which are not exercisable on the date the Optionee ceases to be a director of
the Company in accordance with the foregoing shall terminate.
ARTICLE X - Amendment and Termination
The Board may amend the Plan from time to time or terminate the Plan at any
time; provided, however, that no action authorized by this Article shall
adversely change the terms and conditions of an outstanding Option without the
Optionee's consent and, subject to Article XI, the number of Shares subject
to an Option granted under Article VIII, the purchase price therefor, the date
of grant of any such Option and the termination provisions relating to such
Option, shall not be amended more than once every six months, other than to
comply with changes in the Internal Revenue Code of 1986, as amended, or any
successor law, or the Employee Retirement Income Security Act of 1974, as
amended, or any successor law, or the rules and regulations thereunder.
ARTICLE XI - Adjustment Provisions
11.1 If the Company shall at any time change the number of issued Shares
without new consideration to the Company (such as by stock dividend, stock
split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other change in corporate structure affecting the Shares) or
make a distribution of cash or property which has a substantial impact on the
value of issued Shares, the total number of Shares reserved for issuance under
the Plan shall be appropriately adjusted and the number of Shares covered by
each outstanding Option and the purchase price per Share under each
outstanding Option shall be adjusted so that the aggregate consideration
payable to the Company and the value of each such Option shall not be changed,
provided, however, the Stock Split shall be disregarded for this purpose.
11.2 Notwithstanding any other provision of the Plan, and without affecting
the number of Shares reserved or available hereunder, the Administrator shall
authorize the issuance, continuation or assumption of outstanding Options or
provide for other equitable adjustments after changes in the Shares resulting
from any merger, consolidation, sale of assets, acquisition of property or
stock, recapitalization, reorganization or similar occurrence in which the
Company is the continuing or surviving corporation, upon such terms and
conditions as it may deem necessary to preserve their rights under the Plan.
11.3 In the case of any sale of assets, merger, consolidation or combination
of the Corporation with or into another corporation other than a transaction
in which the Company is the continuing or surviving corporation and which does
not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof (an
"Acquisition"), any Non-Employee Director who holds an outstanding Option
shall have the right (subject to the provisions of the Plan and any limitation
applicable to the Option) thereafter and during the term of the Option, to
receive upon exercise thereof the Acquisition Consideration (as defined below)
receivable upon the Acquisition by a holder of the number of Shares which
would have been obtained upon exercise of the Option or portion thereof, as
the case may be, immediately prior to the Acquisition. The term "Acquisition
Consideration" shall mean the kind and amount of shares of the surviving or
new corporation, cash, securities, evidence of indebtedness, other property or
any combination thereof receivable in respect of one Share of the Company upon
consummation of an Acquisition.
ARTICLE XII - Effective Date
The Plan shall be submitted to the shareholders of the Company for adoption in
accordance with the provisions of Section 505 of the Business Corporation Law
of the State of New York and, if adopted by a majority of all outstanding
shares entitled to vote thereon at the 1996 annual meeting of shareholders,
shall become effective as of the date of adoption by shareholders.
ARTICLE XIII- Miscellaneous Provisions
13.1 Governing Law. The validity, construction and effect of the Plan and any
actions taken or relating to the Plan shall be determined in accordance with
the laws of the State of New York and applicable Federal law.
13.2 Successors and Assigns. The Plan shall be binding on all successors and
permitted assigns of a Non-Employee Director, including, without limitation,
the estate of such Non-Employee Director and the executor, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Non-Employee Director's creditors.
13.3 General Restriction. Each Option shall be subject to the requirement
that, if at any time the Administrator shall determine, in its sole
discretion, that the listing, registration or qualification of any Option
under the Plan upon any securities exchange or under any state or federal law,
or the consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such
Options or the grant or settlement thereof, such Option may not be exercised
or settled in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Administrator.
13.4 Future Rights. No Non-Employee Director shall have any claim or rights
to be granted an Option under the Plan, and no Non-Employee Director shall
have any rights by reason of the grant of any Options under the Plan to
continue as a Director for any period of time, or at any particular rate of
compensation.
13.5 Rights as a Shareholder. A Non-Employee Director shall have no rights
as a shareholder with respect to shares covered by Options granted hereunder
until the date of issuance of a stock certificate therefor, and no adjustment
will be made for dividends or other rights for which the record date is prior
to the date such certificate is issued.
13.6 Fractions of Shares. The Company shall not be required to issue
fractions of shares. Whenever under the terms of the Plan a fractional share
would be required to be issued the Optionee shall be paid in cash for such
fractional share based upon Fair Market Value at the time of exercise of the
Option.
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
August 9, 1996
Gentlemen:
As Associate General Counsel, Corporate, Finance and Ventures of Xerox
Corporation, I am familiar with the filing of this Registration Statement on
Form S-8 ("Registration Statement") by Xerox Corporation, a New York
corporation (the "Company"), relating to the registration under the Securities
Act of 1933, as amended (the "Act"), of up to 1,000,000 shares (the "Shares")
of Common Stock, par value $1.00 per share ("Common Stock"), which may be
issued pursuant to the Xerox Corporation 1996 Non-Employee Director Stock
Option 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 Registration Statement, (ii) the Plan,
(iii) the Company's Restated Certificate of Incorporation and By-laws, each as
amended to date, (iv) certain minutes of meetings of the Board of Directors
and shareholders of the Company and (v) 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, when issued and paid for in accordance with 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, and to the filing of this opinion 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 and
to the reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
August 9, 1996
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 February 5, 1996, 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 9th day of August, 1996.
/s/ MARTIN S. WAGNER
----------------------------
Martin S. Wagner
Assistant Secretary
---------------
Exhibit A
RESOLVED: that each officer and director of the Company who may be
required to execute the Registration Statements or any amendments thereto
(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 or her 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 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 and director might
or 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, par value $1 per
share, of the Company reserved for issuance pursuant to the Company's 1996
Non-Employee Director Stock Option 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 February 1, 1996 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 Executive
- ------------------------- Officer and Director
(Paul A. Allaire) (Principal Executive Officer)
/s/ Barry D. Romeril Executive Vice President and
- ------------------------- Chief Financial Officer
(Barry D. Romeril) (Principal Financial Officer)
/s/ Philip D. Fishbach Vice President and Controller
- ------------------------- (Principal Accounting Officer)
(Philip D. Fishbach)
/s/ Robert A. Beck Director
- -------------------------
(Robert A. Beck)
/s/ B. R. Inman Director
- -------------------------
(B. R. Inman)
/s/ Yotaro Kobayashi Director
- -------------------------
(Yotaro Kobayashi)
/s/ Ralph S. Larsen Director
- -------------------------
(Ralph S. Larsen)
/s/ John D. Macomber Director
- -------------------------
(John D. Macomber)
/s/ George J. Mitchell Director
- -------------------------
(George J. Mitchell)
/s/ N. J. Nicholas, Jr. Director
- -------------------------
(N. J. Nicholas, Jr.)
/s/ John E. Pepper Director
- -------------------------
(John E. Pepper)
/s/ Martha R. Seger Director
- -------------------------
(Martha R. Seger)
/s/ Thomas C. Theobald Director
- -------------------------
(Thomas C. Theobald)
