As filed with the Securities and Exchange Commission on February 25, 1997
Registration No. 333-
==============================================================================
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 1991 Long-Term Incentive 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)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price offering registration
registered registered per share(1) price(1) fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 11,477,000 shares $56.19 $644,892,630 $195,423
$1 par value
=============================================================================
</TABLE>
(1) Estimated using the average of the high and low prices for Xerox
Corporation Common Stock on the New York Stock Exchange on February 18, 1997
solely for purposes of determining the registration fee pursuant to Rule
457(h)(1) and Rule 457(c) under the Securities Act.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
This registration statement is being filed to register an additional
11,477,000 shares of Common Stock, par value $1.00 per share ("Common Stock"),
of Xerox Corporation ("Xerox" or the "Company") which may be issued upon
exercise of options, rights and awards granted and to be granted under the
Xerox Corporation 1991 Long-Term Incentive Plan (as amended, the "Plan"). On
December 5, 1991, the Company registered 15,000,000 shares of Common Stock
(after giving effect to a three-for-one stock split effected on June 6, 1996)
to be issued upon exercise of similar options, rights and awards granted and
to be granted under the Plan on a Form S-8 Registration Statement No. 33-
44314. Pursuant to General Instruction E to Form S-8, the Company hereby
incorporates herein by reference the contents of such prior Form S-8
Registration Statement No. 33-44314.
STATEMENT PURSUANT TO RULE 429
Pursuant to Rule 429 under the Securities Act, the Reoffer Prospectus
included in this Registration Statement Statement is a combined prospectus
which also relates to shares of Common Stock heretofore covered by Form S-8
Registration Statement Nos. 33-44313 and 33-44314. This Registration
Statement also constitutes Post-Effective Amendment No. 1 with respect to such
Registration Statement nos. 33-44313 and 33-44314.
Rule 424(b)(3)
File Nos. 333- ,
33-44313 and 33-44314
PROSPECTUS
XEROX CORPORATION
800 Long Ridge Road
Stamford, Connecticut 06904
(203) 968-3000
1,130,301 Shares of Common Stock
(par value $1.00 par share)
--------------------------------
This Prospectus relates to the reoffer and resale from time to time by a
certain shareholder of Xerox Corporation (the "Company") identified herein
under the heading "Selling Shareholder" (the "Selling Shareholder") of up to
1,130,301 shares (the "Offered Shares") of Common Stock, par value $1.00 per
share ("Common Stock"), of the Company issuable to such Selling Shareholder
upon the exercise of outstanding options, rights and awards granted or to be
granted under the Xerox Corporation 1976 Executive Long-Term Incentive Plan
and the Xerox Corporation 1991 Long-Term Incentive Plan (together, as amended
or otherwise modified from time to time, the "Plans"). See "Selling
Shareholder".
The Offered Shares may be sold from time to time by the Selling
Shareholder 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, the Selling
Shareholder 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 February 24, 1997 was
$59 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 February 25, 1997.
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 Form S-8 Registration
Statements 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 Statements, including all documents
filed as exhibits thereto. Statements contained in this Prospectus as to the
Plans and the contents of any document are not necessarily complete, and in
each instance, reference is hereby made to the copies of the Plans and such
document filed as an exhibit to any such Registration Statement, such
statement being qualified in all respects by such reference. Such
Registration Statements 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 and
information heretofore filed with the Commission by the Company pursuant to
the Exchange Act (File No. 1-4471):
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) the Company's Current Reports on Form 8-K dated January 18, 1996,
January 24, 1996, September 11, 1996, October 31, 1996 and January 22, 1997;
(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
Company's 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 the Company (the "Preferred
Stock Purchase Rights"); and
2
(e) The description of Common Stock of the Company contained in the
Company's 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 the Selling Shareholder. All of the proceeds from the sale
of the Offered Shares are expected to be received by the Selling Shareholder.
SELLING SHAREHOLDER
The Offered Shares were and are expected to be acquired by the Selling
Shareholder in respect of stock options, stock appreciation rights, incentive
stock rights, stock awards or other awards granted under the Plans which have
been registered under the Securities Act.
The following table sets forth (a) the name of the Selling Shareholder
and his material relationships with the Company or its affiliates within the
past three years, (b) the number of shares of Common Stock beneficially owned
by the Selling Shareholder as of February 14, 1997, (c) the aggregate number
of shares of Common Stock which are held subject to performance-based vesting
restrictions and which are subject to options, rights and awards granted under
the Plans, (d) the aggregate number of shares of Common Stock which the
Selling Shareholder beneficially owns as of February 14, 1997 and may acquire
in respect of performance-based vesting restrictions and options, rights and
awards granted under the Plans, 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 the Selling Shareholder 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. The Selling Shareholder does not own any other securities of
the Company or one percent or more of the outstanding shares of Common Stock
after this offering is completed.
3
<TABLE>
<CAPTION>
(a) Name and (b) Number (c) Number of (d) Number (e) Number of
Material of Shares Shares Under of Shares Shares Owned
Relationship Owned Options, Offered After the
Rights and Hereby Offering
Awards
- ----------------- ------------ ------------- ------------- ---------------
<S> <C> <C> <C> <C>
Paul A. Allaire, 161,574 [1] 969,924 1,130,301 1,197 [1]
Chairman and
Chief Executive
Officer, and
Chairman of the
Executive
Committee
- ------------------------
<FN>
[1] Includes 1,197 shares of Common Stock which may be converted from 399
shares of Series B Convertible Preferred Stock ("Series B Shares"). Each
Series B Share is convertible into three shares of Common Stock, and is owned
through the individual's account in the Xerox Corporation Employee Stock
Option Plan.
</FN>
</TABLE>
There is no assurance that the Selling Shareholder will sell any or all
of the shares of Common Stock offered by him 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
Plans, 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 Shareholder 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
Shareholder may arrange for other brokers and dealers to participate. Such
brokers and dealers may receive commissions or discounts from Selling
Shareholder in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers 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.
4
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.
- ------------------------------------------------------------------------------
TABLE OF CONTENTS XEROX CORPORATION
-----------------
Page 1,130,301 Shares
----
Available Information.......... 2 Common Stock
Incorporation of Certain (par value $1.00 per share)
Documents by Reference...... 2
Use of Proceeds................ 3
Selling Shareholder............ 3
Plan of Distribution........... 4
Legal Opinion.................. 5
Experts........................ 5
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this registration
statement the following documents and information heretofore filed with the
Commission (File No. 1-4471):
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) the Company's Current Reports on Form 8-K dated January 18, 1996,
January 24, 1996, September 11, 1996, October 31, 1996 and January 22, 1997;
(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
Company's 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 the Company (the "Preferred
Stock Purchase Rights"); and
(e) The description of Common Stock of the Company contained in the
Company's 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 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 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
- ----------- -----------
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 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 25th 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 25, 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
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
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.
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
February 25, 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 11,477,000 shares (the "Shares")
of Common Stock, par value $1.00 per share ("Common Stock"), which may be
issued upon the exercise of options, rights and awards granted and to be
granted under the Xerox Corporation 1991 Long-Term Incentive 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.
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 25, 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 25th day of February,
1997.
/s/ MARTIN S. WAGNER
----------------------------
Martin S. Wagner
Assistant Secretary
---------------
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
