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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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XEROX CORPORATION
(Exact Name of Registrant as specified in its Charter)
New York 16-0468020
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut 06904-1600
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1)
please check the following box. / /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Rights to Purchase Series A New York Stock Exchange
Cumulative Preferred Stock Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities to be Registered.
DESCRIPTION OF RIGHTS
Dividend of Rights to Purchase Preferred Stock
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On April 7, 1997, the Board of Directors of Xerox Corporation (the
"Company") declared a dividend distribution of one right (the "Right") for
each outstanding share of common stock, par value $1.00 per share, of the
Company (the "Common Stock") to shareholders of record at the close of
business on April 16, 1997 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one three-hundredth of a share
of a series of cumulative preferred stock of the Company designated Series A
Cumulative Preferred Stock (the "Preferred Stock"), at a price of $250.00 (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and The First National Bank of Boston, as Rights Agent (the
"Rights Agent").
The Rights replace the cumulative preferred stock purchase rights (the
"Old Rights") issued pursuant to a 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 Rights Agent (the "Old Rights Agreement"). The Old Rights Agreement and
the Old Rights are scheduled to expire at the close of business on April 16,
1997 pursuant to the terms thereof.
Distribution of the Rights; Rights Certificates
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Until the Distribution Date (or earlier redemption or expiration of the
Rights), which is defined below, the Rights will be evidenced, with respect to
any of the Common Stock certificates outstanding prior to the Distribution
Date, by such Common Stock certificates. Until the Distribution Date, (or
earlier redemption or expiration of the Rights), (i) the Rights will be
transferred with and only with the Common Stock, (ii) new Common Stock
certificates issued after the Record Date upon transfer, replacement or new
issuance of Common Stock will be deemed to be issued with Rights and will
contain a notation incorporating the Rights Agreement by reference and (iii)
the surrender for transfer of any certificate for Common Stock will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date. From and after the Distribution Date, such separate Rights
Certificates alone will evidence the Rights. Except as otherwise determined
by the Board of Directors, and except in connection with the exercise of
employee stock options, any other issuance of Common Stock with respect to
awards outstanding under employee benefit plans outstanding on the
Distribution Date and in connection with the conversion of convertible
securities issued after April 7, 1997, only Common Stock issued prior to the
Distribution Date will be issued with Rights.
Definition of Distribution Date
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"Distribution Date" shall mean the earlier to occur of (i) 10 business
days following the date of a public announcement that a person, together with
persons affiliated or associated with it, has acquired beneficial ownership of
20% or more of the outstanding Common Stock or (ii) 10 business days following
the earlier of the commencement of, or the first public announcement of the
intent to commence, a tender offer or exchange offer by a person other than
the Company if, upon consummation of the offer, such person, together with
persons affiliated or associated with it, would be the beneficial owner of 20%
or more of the outstanding Common Stock.
Exercise and Expiration of the Rights
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The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on April 16, 2007 (the "Final Expiration
Date"), unless earlier redeemed or exchanged by the Company as described
below.
Adjustment of the Purchase Price
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The Purchase Price payable and the number of and kind of shares of
Preferred Stock or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock of certain rights, options or warrants to subscribe for
Preferred Stock (or shares having the same rights, privileges and preferences
as the shares of Preferred Stock) at less than the current market price of the
Preferred Stock or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness, securities, cash or assets (excluding
regular periodic dividends out of earnings or retained earnings) or of
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price. No fractional shares of Preferred Stock will be issued upon the
exercise of any Right or Rights (other than fractions which are integral
multiples of one three-hundredth of a share of Preferred Stock), and in lieu
thereof an adjustment in cash will be made based on the current market price
of the Preferred Stock on the last trading day prior to the date of exercise.
Effect of a Triggering Event
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Any of the events described in the succeeding second and fourth
paragraphs are defined as a "Triggering Event."
"Acquiring Person" shall mean any person who constitutes an "Interested
Shareholder" as defined in Section 912 of the New York Business Corporation
Law, in effect from time to time, (generally defined to include any person who
or which, together with all persons affiliated or associated with it, shall be
the beneficial owner of 20% or more of the shares of Common Stock then
outstanding), but shall not include the Company, any subsidiary of the
Company, any employee benefit plan of the Company or of any subsidiary of the
Company, or any person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan.
In the event that a person, together with persons affiliated or
associated with it, becomes an Acquiring Person (except pursuant to an offer
for all outstanding shares of Common Stock that the independent directors
determine to be fair and adequate to shareholders and otherwise in the best
interests of the Company and its shareholders or as a result of repurchases of
stock by the Company or certain inadvertent actions by institutional or
certain other shareholders), proper provision shall be made so that each
holder of a Right, except as provided below, shall thereafter have the right
to receive, upon exercise thereof, Common Stock (or, in certain circumstances
as determined by the Company, other securities, cash, or other property)
having a value of two times the Purchase Price. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances set forth in the Rights
Agreement) were, beneficially owned by any Acquiring Person (or by certain
related parties and transferees) will be null and void. Rights are not
exercisable following the occurrence of the event set forth above until such
time as the Rights are no longer redeemable by the Company, as set forth
below.
For example, at an exercise price of $250.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties and transferees)
following an event set forth in the preceding paragraph, would entitle its
holder to purchase $500.00 worth of Common Stock (or other consideration, as
noted above) for $250.00. Assuming that the Common Stock had a per share
value of $62.50 at such time, the holder of each valid Right would be entitled
to purchase 8 shares of Common Stock for $500.00.
In the event that, at any time following the Stock Acquisition Date,
which is defined below, (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the surviving
corporation (other than a merger which follows an offer described in the
second preceding paragraph), or (ii) fifty percent (50%) or more of the
Company's assets, cash flow or earning power is sold or transferred, proper
provision shall be made so that each holder of a Right (other than Rights that
theretofore become null and void as described in the second preceding
paragraph) shall thereafter have the right to receive, upon exercise thereof,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right.
Redemption of the Rights
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At any time until the close of business on the tenth business day
following the date of a public announcement that a person has become an
Acquiring Person (the "Stock Acquisition Date"), the Company may redeem all,
but not less than all, the then outstanding Rights at a redemption price of
$.01 per Right (the "Redemption Price"). Immediately upon the action of the
Board of Directors of the Company ordering redemption of the Rights, the
Rights will terminate and the only right of the holder of Rights will be to
receive the Redemption Price. The foregoing notwithstanding, the Rights
generally may not be redeemed for one hundred and twenty (120) days following
a change in the majority of the Board of Directors of the Company as a result
of a proxy contest.
Exchange of the Rights
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At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
shares of Common Stock and prior to the acquisition by such person or group of
50% or more of the outstanding shares of Common Stock, the Board of Directors
may exchange the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one three-hundredth of a share of Preferred Stock (or of a
share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).
Amendment of the Rights Agreement
- ---------------------------------
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. Thereafter, the
provisions of the Rights Agreement may be amended by the Board of Directors of
the Company in order to (i) cure any ambiguity, (ii) shorten or lengthen any
time period under the Rights Agreement, or (iii) make changes that will not
adversely affect the interests of the holders of Rights; provided such
lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights, and further;
provided, that no amendment may be made at such time as the Rights are not
redeemable.
Exercise of the Right entitles the Right holder to the rights of a shareholder
- ------------------------------------------------------------------------------
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending on the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Copy of the Rights Agreement available
- --------------------------------------
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Current Report on Form 8-K dated April
7, 1997. A copy of the Rights Agreement will be available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
As of March 31, 1997, there were 325,902,324 shares of Common Stock
issued, of which 323,661,155 shares were then outstanding. Also as of such
date, there were 724,097,676 authorized but unissued shares of Common Stock,
of which 55,500,507 shares were held in reserve for issuance in connection
with (i) conversion of notes due in 2014, (ii) various executive incentive
plans of the Company, (iii) employees' stock option and similar plans, (iv)
exchange of non-voting exchangeable Class B Shares of Xerox Canada
Inc., a majority-owned subsidiary of the Company ("XCI"), and exercise of
rights granted under XCI's Executive Rights Plan and (v) conversion of the
Series B Convertible Preferred Stock held by the Trustee for the Company's
Employee Stock Ownership Plan. 1,500,000 shares of Preferred Stock have been
reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being
acquired. In general, the Rights should not interfere with any merger or
other business combination approved by the Board of Directors of the Company
since the Board of Directors generally may, at its option, redeem at any time
until the close of business on the Stock Acquisition Date, all, but not less
than all, the then outstanding Rights at the Redemption Price.
Item 2. Exhibits.
Exhibit No. Description
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(1) Restated Certificate of Incorporation of the Company filed by the
Department of State of New York on October 29, 1996 (incorporated
by reference to Exhibit 3(a)(1) to the Company's Quarterly Report
on Form 10-Q for the Quarter Ended September 30, 1996).
(2) By-Laws of the Company, as amended through May 29, 1991
(incorporated by reference to Exhibit 3(b)(2) to the Company's
Quarterly Report on Form 10-Q for the Quarter Ended June 30,
1991).
(3) Form of Rights Agreement dated as of April 7, 1997, between
the Company and The First National Bank of Boston, as Rights
Agent, which includes as Exhibits A and B thereto the Form of
Rights Certificate and the Summary of Rights to Purchase
Preferred Stock, respectively (incorporated by reference to
Exhibit 4.10 to the Company's Current Report on Form 8-K dated
April 7, 1997).
(4) Press Release dated April 7, 1997.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
XEROX CORPORATION (Registrant)
By: /s/ Martin S. Wagner
--------------------------
Name: Martin S. Wagner
Title: Assistant Secretary
Date: April 7, 1997
EXHIBIT INDEX
Exhibit No. Description
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(1) Restated Certificate of Incorporation of the Company filed by the
Department of State of New York on October 29, 1996 (incorporated
by reference to Exhibit 3(a)(1) to the Company's Quarterly Report
on Form 10-Q for the Quarter Ended September 30, 1996).
(2) By-Laws of the Company, as amended through May 29, 1991
(incorporated by reference to Exhibit 3(b)(2) to the Company's
Quarterly Report on Form 10-Q for the Quarter Ended June 30,
1991).
(3) Form of Rights Agreement dated as of April 7, 1997, between
the Company and The First National Bank of Boston, as Rights
Agent, which includes as Exhibits A and B thereto the Form of
Rights Certificate and the Summary of Rights to Purchase
Preferred Stock, respectively (incorporated by reference to
Exhibit 4.10 to the Company's Current Report on Form 8-K dated
April 7, 1997).
(4) Press Release dated April 7, 1997.
EXHIBIT (4)
THE DOCUMENT COMPANY
XEROX
For additional Information contact:
Clark K. Robson Charles K. Wessendorf 800 Long Ridge Road
Director, Investor Manager, Investor Stamford, Connecticut 06904
Relations Relations
203-968-3110 203-968-3489 Fax (203) 968-3944
CRobson@ea.xerox.com CWessend@ea.xerox.com
XEROX CORPORATION ADOPTS NEW
SHAREHOLDER RIGHTS PLAN
STAMFORD, CT, April 7, 1997 -- Xerox Corporation announced today that its
Board of Directors adopted a new Shareholder Rights Plan which will take
effect when the current rights plan expires on April 16, 1997.
Under the new plan, which is substantially similar to the expiring plan,
Rights will be distributed as a dividend at the rate of one Right for each
share of common stock of the Company held by shareholders of record as of the
close of business on April 16, 1997. Each Right will entitle shareholders to
buy, upon occurrence of certain events, one unit of a share of preferred stock
for $250.
The Rights generally will be exercisable only if a person or group acquires
beneficial ownership of 20 percent or more of the Company's common stock or
commences a tender or exchange offer which, upon consummation, would result in
a person or group owning 20 percent or more of the Company's common stock.
Under certain circumstances, the new Rights are redeemable at a price of $0.01
per Right and will expire on April 16, 2007, unless redeemed earlier.
-XXX-
For additional information about The Document Company Xerox, please visit our
World-wide Web site at http://www.xerox.com and select "Investor Information."