8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 31, 2019

LOGO

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

New York

001-04471

16-0468020

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

P.O. Box 4505, 201 Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 968-3000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $1.00 par value¹

XRX

New York Stock Exchange

NYSE Chicago

¹	Xerox Corporation common stock ceased trading on the New York Stock Exchange and on NYSE Chicago on July 31, 2019.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On March 7, 2019, Xerox Corporation (“Xerox”) announced plans to create a new public holding company, Xerox Holdings Corporation (“Holdings”), by implementing a holding company reorganization (the “Reorganization”). Upon completion of the Reorganization on July 31, 2019, Holdings became the successor issuer to Xerox pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosure in Item 3.03 is incorporated herein by reference.

In connection with the Reorganization, Xerox notified the New York Stock Exchange (“NYSE”) that the Reorganization had been completed and requested that trading of its shares of common stock be suspended prior to the market opening on August 1, 2019. On July 31, 2019, NYSE is expected to suspend trading of the Xerox shares after the close of business. On August 1, 2019, Holdings shares are expected to commence trading on NYSE under the symbol “XRX”. In addition, NYSE has informed Xerox that it will file with the Securities and Exchange Commission (the “SEC”) a notification on Form 25 to remove the common stock of Xerox that had been listed on the NYSE from listing by Xerox Corporation on the NYSE and from registration under Section 12(b) of the Exchange Act.

In addition, Xerox notified NYSE that it will voluntarily delist the Xerox common stock of Xerox from trading on NYSE Chicago on July 31, 2019, immediately prior to completion of the Reorganization. Xerox will file a notification on Form 25 to remove the common stock of Xerox that had been listed on NYSE Chicago from listing by Xerox Corporation on NYSE Chicago and from registration under Section 12(b) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

On July 31, 2019, Xerox completed the Reorganization. In the Reorganization, Xerox became a direct, wholly owned subsidiary of Holdings. The Reorganization was effected through a merger pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated March 15, 2019, among Holdings, Xerox and Xerox Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Xerox and the separate corporate existence of Merger Sub ceased (the “Merger”), with Xerox as the surviving corporation in the Merger and continuing its corporate existence as a direct, wholly owned subsidiary of Holdings.

At the Effective Time, each outstanding share of Xerox common stock issued and outstanding immediately prior to the Effective Time automatically converted into one share of Holdings common stock. The rights of common shareholders of Holdings are substantially similar in all material respects to the rights of Xerox common shareholders immediately prior to the Reorganization, subject to nominal dilution of voting rights as a result of the voting provisions of the Holdings Series A Preferred Stock (as defined below).

At the Effective Time, each share of Xerox Series B convertible perpetual preferred stock (“Series B Preferred Stock”) was exchanged for one share of Holdings Series A convertible perpetual voting preferred stock (“Series A Preferred Stock”). Each share of Holdings Series A Preferred Stock has the same designations, rights, powers and preferences, and the same qualifications, limitations and restrictions as the existing shares of Xerox Series B Preferred Stock, with the addition of certain voting rights to ensure the treatment of the holding company reorganization as a “reorganization” for U.S. federal income tax purposes. The Holdings Series A Preferred Stock will vote together with the Holdings common stock, as a single class, on all matters submitted to the shareholders of Holdings, but the Holdings Series A Preferred Stock will only be entitled to one vote for every ten shares of Holdings common stock into which the Holdings Series A Preferred Stock is convertible.

A comparison of the rights of shareholders of Holdings and Xerox is included under the heading “Proposal 1 – Approval of the Holding Company Reorganization – Comparative rights of Xerox and Holdings shareholders” in the joint proxy statement/prospectus of Holdings and Xerox, filed by Holdings with the Securities and Exchange Commission on April 23, 2019, which description is incorporated by reference herein.

In connection with the Reorganization, on July 31, 2019, Holdings entered into a Compensation Plan Agreement with Xerox (the “Compensation Plan Agreement”). Pursuant to the terms of the Merger Agreement and the Compensation Plan Agreement, Xerox transferred to Holdings and Holdings assumed sponsorship of and agreed to perform all obligations under, the June 30, 2017 Amendment and Restatement of the Xerox Corporation 2004 Performance Incentive Plan (the “Performance Incentive Plan”) and the 2013 Amendment and Restatement of the Xerox Corporation 2004 Equity Compensation Plan for Non-Employee Directors (the “Directors Plan,” and together with the Performance Incentive Plan, the “Xerox Stock Plans”), including each unexercised and unexpired option to purchase Xerox common stock and each right to acquire or vest in a share of Xerox common stock pursuant to restricted stock unit awards, performance share awards and deferred stock units (together, the “Awards”) that were outstanding under the Xerox Stock Plans immediately prior to the Effective Time. At the Effective Time, the reserve of Xerox common stock under each Xerox Stock Plan, whether allocated to outstanding equity awards under such Xerox Stock Plans or unallocated at that time, was automatically converted on a one-share-for-one-share basis into shares of Holdings common stock, and the terms and conditions that were in effect immediately prior to the Effective Time under each such outstanding Award will continue in full force and effect after the Effective Time, including, without limitation, the vesting schedule and applicable issuance dates, the per share exercise price, the expiration date and other applicable termination provisions, except that the shares of common stock issuable under each such Award will be shares of Holdings common stock.

The adoption of the Merger by the requisite vote of the shareholders of the Xerox Stock Plans constituted approval, without further action by the shareholders of Xerox, of any amendments to the Xerox Stock Plans necessary, appropriate or advisable to authorize (i) the assumption by Holdings of the Xerox Stock Plans, including any existing share reserves and the outstanding Awards under such Xerox Stock Plans, (ii) the issuance of Holdings common stock in lieu of shares of Xerox common stock under each of the Xerox Stock Plans, and (iii) Holdings to issue Awards under the Xerox Stock Plans to the eligible employees of Holdings and any of its subsidiaries, including any subsidiary formed or acquired after the Effective Time. Accordingly, at the Effective Time, the Xerox Stock Plans were each amended and restated in connection with the Reorganization to effectuate Holdings’ assumption of the Xerox Stock Plans including the Awards, to provide that references to Xerox be changed to refer to Holdings and references to Xerox common stock be changed to refer to Holdings common stock, and to provide that provisions for accelerated vesting and payment upon a change in control will be triggered by a change in control of either Holdings or Xerox.

The foregoing description of the Compensation Plan Agreement is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure in Item 3.03 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following completion of the Reorganization, Xerox is no longer a publicly traded company. On July 31, 2019, the restated certificate of incorporation of Xerox was amended and restated upon completion of the Merger (the “Xerox Restated Certificate of Incorporation”) to reflect the provisions of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and the by-laws of Xerox were amended and restated upon completion of the Merger (the “Xerox Amended and Restated By-laws”) to reflect the provisions of the by-laws of Merger Sub in effect immediately prior to the Effective Time.

The foregoing description of the Xerox Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of merger and the Xerox Restated Certificate of Incorporation, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and each of which is incorporated by reference herein. The foregoing description of the Xerox Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Xerox Amended and Restated By-laws, which are filed as Exhibit 3.3 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

3.1		Certificate of Merger, dated July 31, 2019

3.2		Xerox Corporation Restated Certificate of Incorporation, dated July 31, 2019

3.3		Xerox Corporation Amended and Restated By-laws, dated July 31, 2019

10.1		Compensation Plan Agreement between Xerox Corporation and Xerox Holdings Corporation, dated as of July 31, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	XEROX CORPORATION

Date: July 31, 2019	By:	/s/ Douglas H. Marshall
		Name:	Douglas H. Marshall
		Title:	Secretary