As filed with the Securities and Exchange Commission on February 19, 1997
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
--------------------------
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 Profit Sharing and Savings 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(1) per share(2) price(2) fee
- ----------------------------------------------------------------------------
Common Stock, 6,874,636 shares $55.38 $380,717,342 $115,369
$1 par value
============================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Xerox
Corporation Profit Sharing and Savings Plan (the "Plan").
(2) Estimated using the average of the high and low prices for Xerox
Corporation Common Stock on the New York Stock Exchange on February 11, 1997
solely for purposes of determining the registration fee pursuant to Rule
457(h)(1) and Rule 457(c) under the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Each of Xerox Corporation ("Xerox" or the "Company") and the Plan 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) Xerox' Annual Report on Form 10-K for the fiscal year ended December
31, 1995;
(b) The Plan's Annual Report on Form 11-K for the fiscal year ended
November 30, 1995;
(c) Xerox' Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996;
(d) Xerox' Current Reports on Form 8-K dated January 18, 1996, January
24, 1996, September 11, 1996, October 31, 1996 and January 22, 1997;
(e) The description of Xerox' Shareholders Rights Plan and the Rights
Agreement dated as of April 6, 1987, as amended and restated as of February 6,
1989, between Xerox 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 Xerox' 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 of Xerox (the "Preferred Stock Purchase Rights");
and
(f) The description of Xerox Common Stock contained in Xerox'
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 Xerox Common
Stock and Preferred Stock Purchase Rights.
All documents filed by Xerox and the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this registration statement 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
Xerox.
Item 6. Indemnification of Directors and Officers.
Article VIII, Section 2 of Xerox' 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
- ----------- -----------
(5)(a) Opinion of Martin S. Wagner, Esq.
(b) The registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the
Plan.
(23)(a) Consent of Independent Auditors.
(b) Consent of Martin S. Wagner, Esq. (see Exhibit 5(a)).
(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 with or furnished to the Securities and Exchange Commission
(the "Commission") by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") 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 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 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 19th day of February, 1997.
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 February 19, 1997.
(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:
B. R. INMAN )
ANTONIA AX:SON JOHNSON )
RALPH S. LARSEN )
JOHN D. MACOMBER ) *
N. J. NICHOLAS, JR. )
JOHN E. PEPPER )
MARTHA R. SEGER )
THOMAS C. THEOBALD )
*By: /s/ MARTIN S. WAGNER
---------------------
Martin S. Wagner
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the plan 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 19th day of February, 1997.
XEROX CORPORATION PROFIT SHARING
AND SAVINGS PLAN (Plan)
By: /s/ PATRICIA M. NAZEMETZ
--------------------------
Patricia M. Nazemetz
Plan Administrator
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
(5)(a) Opinion of Martin S. Wagner, Esq.
(b) The registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the
Plan.
(23)(a) Consent of Independent Auditors.
(b) Consent of Martin S. Wagner, Esq. (see Exhibit 5(a)).
(24)(a) Certified Resolution.
(b) Power of Attorney.
EXHIBIT (5)(a)
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
February 19, 1997
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 6,874,636 shares (the "Shares")
of Common Stock, par value $1.00 per share ("Common Stock"), and an
indeterminate number of interests of participation (the "Participation
Interests"), which may be issued pursuant to the Xerox Corporation Profit
Sharing and Savings Plan (as amended, 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; and the Participation Interests, when issued in
accordance with the terms and conditions of the Plan, will be validly issued.
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.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
February 19, 1997
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 14, 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 19th day of February,
1997.
/s/ MARTIN S. WAGNER
----------------------------
Martin S. Wagner
Assistant Secretary
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Exhibit A
RESOLVED: that each of the officers and directors of the Company who may be
required to execute (whether on behalf of the Company or as an officer or
director thereof) one or more registration statements or any amendments
thereto (including post-effective amendments) under the Securities Act of
1933, as amended (the "Act"), covering any offering of securities made or
deemed to be made pursuant to (i) any purchase, savings, option, bonus,
deferred compensation plan or arrangement, appreciation, profit sharing,
thrift, incentive, pension or similar "employee benefit plan" (as defined in
Rule 405 promulgated under the Act and any successor Rule or Rules) and (ii)
any stock award, stock option, restricted stock, stock appreciation right,
stock purchase, share incentive, or similar plan (including, in each case,
any amendments and successor or replacement plans thereto (whether presently
in effect or hereafter adopted), and any plans to which the Company has or may
hereafter succeed) be and hereby is authorized to execute a power of attorney
appointing E. M. Filter, M. S. Wagner and C. T. Morace, 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) such registration statements and any and all
amendments thereto (including post-effective amendments), 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 or 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 Christine. T.
Morace (each an "appointee") to file, either in paper or electronic form, from
time to time 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 securities
made or deemed to be made pursuant to (i) any purchase, savings, option,
bonus, deferred compensation plan or arrangement, appreciation, profit
sharing, thrift, incentive, pension or similar "employee benefit plan" (as
defined in Rule 405 promulgated under the Act and any successor Rule or
Rules) and (ii) any stock award, stock option, restricted stock, stock
appreciation right, stock purchase, share incentive, or similar plan
(including, in each case, any amendments and successor or replacement plans
thereto (whether presently in effect or hereafter adopted), and any plans to
which the Company has or may hereafter succeed), which registration statements
and amendments shall contain such information and exhibits as any such
appointee deems advisable. 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 other information 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 October 14, 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/ B. R. INMAN Director
- -------------------------
(B. R. Inman)
/s/ ANTONIA AX:SON JOHNSON Director
- ----------------------------
(Antonia Ax:son Johnson)
/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/ JOHN E. PEPPER Director
- -------------------------
(John E. Pepper)
/s/ MARTHA R. SEGER Director
- -------------------------
(Martha R. Seger)
/s/ THOMAS C. THEOBALD Director
- -------------------------
(Thomas C. Theobald)
