As filed with the Securities and Exchange Commission on February 8, 2000
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 8-A/A AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------------
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
- -------------------- ------------------------------
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)
Reference is hereby made to the Form 8-A of Xerox Corporation (the
"Company") filed with the Securities and Exchange Commission (the
"Commission") on April 7, 1997, as amended by Amendment No. 1 thereto filed
with the Commission on January 26, 1999, relating to the Rights to Purchase
Series A Cumulative Preferred Stock (as so amended, the "Form 8-A"). The
Form 8-A is hereby incorporated by reference herein. Capitalized terms used
herein without definition have the meanings given to such terms in the Form
8-A.
Pursuant to the resolutions adopted by the Board of Directors of the
Company (the "Board") at a meeting held on February 7, 2000, the Company
entered into an Amendment No. 1, dated as of February 7, 2000 (the
"Amendment"), to the Rights Agreement (the "Rights Agreement"), dated as of
April 7, 1997, between the Company and BankBoston, N.A. (f/k/a The First
National Bank of Boston), as Rights Agent. The Amendment eliminates the
restriction on the right of the Board to redeem the Rights pursuant to the
terms of the Rights Agreement for 120 days following a change in a majority
of the Board as a result of a proxy contest.
Item 1. Description of Securities to be Registered.
Item 1 of the Form 8-A is hereby amended by amending and restating the
provisions under the heading "Redemption of the Rights" thereof in its
entirety as follows:
"Redemption of the Rights
------------------------
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."
A copy of the Rights Agreement has been filed with the Commission as
an Exhibit to a Current Report on Form 8-K dated April 7, 1997, and a copy
of the Amendment is attached hereto as Exhibit 4(b). A copy of each of the
Rights Agreement and the Amendment 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, as amended by the Amendment, which is incorporated herein by
reference.
Item 2. Exhibits.
Exhibit No. Description
- ----------- ------------
(4)(a) Form of Rights Agreement dated as of April 7, 1997, between
the Company and BankBoston, N.A. (f/k/a 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)(b) Form of Amendment No. 1, dated as of February 7, 2000, to the
Rights Agreement dated as of April 7, 1997, between the Company
and BankBoston, N.A. (f/k/a The First National Bank of Boston),
as Rights Agent (incorporated by reference to Exhibit (4)(b) to
Amendment No. 2 to the Company's Form 8-A Registration Statement
filed with the Commission on February 8, 2000).
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: February 8, 2000
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------
(4)(a) Form of Rights Agreement dated as of April 7, 1997, between
the Company and BankBoston, N.A. (f/k/a 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)(b) Form of Amendment No. 1, dated as of February 7, 2000, to the
Rights Agreement dated as of April 7, 1997, between the Company
and BankBoston, N.A. (f/k/a The First National Bank of Boston),
as Rights Agent (incorporated by reference to Exhibit (4)(b) to
Amendment No. 2 to the Company's Form 8-A Registration Statement
filed with the Commission on February 8, 2000).
EXHIBIT 4(b)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO.1, dated as of February 7, 2000 ("this Amendment"), to
the Rights Agreement, dated as of April 7, 1997 (the "Rights Agreement"),
between XEROX CORPORATION, a New York corporation (the "Company"), and
BANKBOSTON, N.A. (f/k/a THE FIRST NATIONAL BANK OF BOSTON), a national
banking association, as Rights Agent (the "Rights Agent").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby
agree as follows:
1. Section 23 of the Rights Agreement is hereby amended by deleting
subsection (c) thereof in its entirety.
2. The Form of Rights Certificate, attached as Exhibit A to the
Rights Agreement, is hereby amended by deleting the last sentence of the
sixth paragraph thereof.
3. The Summary of Rights to Purchase Preferred Stock, attached as
Exhibit B to the Rights Agreement, is hereby amended by deleting the last
sentence of the paragraph under the heading "Redemption of the Rights"
thereof.
4. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended by this Amendment.
5. This Amendment shall be deemed effective as of the date first
above written. Except as amended hereby, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
6. If any term, provision, covenant or restriction of this Amendment
is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment and of the Rights Agreement,
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
7. This Amendment shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.
8. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
XEROX CORPORATION
By:
-----------------------------
Name: Eunice M. Filter
Title: Vice President, Treasurer
and Secretary
Attest:
----------------------------
Name: Martin S. Wagner
Title: Assistant Secretary
BANKBOSTON, N.A. (f/k/a THE FIRST
NATIONAL BANK OF BOSTON)
By:
-----------------------------
Name:
Title:
Attest:
----------------------------
Name:
Title:
