As filed with the Securities and Exchange Commission on April 27, 2000
Registration No. 333-
=============================================================================
UNITED STATES
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 EUROPE (IRELAND) SHARESAVE 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(1) Per Share(2) Price(2) Fee
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 45,550 shares $24.375 $1,110,282 $294
$1 par value
============================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) Estimated using the average of the high and low prices for Xerox
Corporation Common Stock on the New York Stock Exchange on April 24, 2000
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 Xerox Europe
(Ireland) ShareSave Plan (the "Plan") hereby incorporates by reference in this
registration statement the following documents and information heretofore
filed with the Commission (File No. 1-4471):
(a) Xerox' Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
(b) Current Reports on Form 8-K dated February 7, 2000, February 23, 2000
and March 31, 2000;
(c) Description of the Company's Shareholders Rights Plan (the "Rights
Plan") contained in the Company's Form 8-A, as amended by Amendments No. 1 and
No. 2 thereto, filed with the Commission on April 7, 1997, January 26, 1999
and February 8, 2000, respectively; and description of the Rights Agreement
dated as of April 7, 1997, as amended by Amendment No. 1 thereto dated as of
February 7, 2000, between the Company and BankBoston, N.A. (f/k/a The First
National Bank of Boston), as Rights Agent (as amended, the "Amended Rights
Agreement"), with respect to the Rights Plan. The form of the Rights
Agreement is filed as Exhibit 4.10 to the Company's Current Report on Form 8-K
dated April 7, 1997, and the form of Amendment No. 1 thereto is filed as
Exhibit 4(b) to Amendment No. 2 to the Company's Form 8-A filed with the
Commission on February 8, 2000. The Rights Plan and the Amended Rights
Agreement relate to the rights to purchase the Company's Series A Cumulative
Preferred Stock (the "Preferred Stock Purchase Rights"); and
(d) Description of the Company's Common Stock contained in Amendments
No. 4 and No. 5 to the Compnay's Form 8-A filed with the Commission on January
26, 1999 and February 8, 2000, respectively, relating to the Company's Common
Stock.
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.
Not applicable.
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
- ----------- -----------
4(a) Restated Certificate of Incorporation of Xerox filed by the
Department of State of New York on October 29, 1996, as
amended by Certificate of Amendment of the Certificate of
Incorporation of Xerox filed by the Department of State of
New York on May 21, 1999 (incorporated by reference to Exhibit
3(a) to Amendment No. 5 to Xerox' Form 8-A Registration
Statement filed with the Commission on February 8, 2000).
(b) By-Laws of Xerox, as amended through April 6, 1999
(incorporated by reference to Exhibit 3(b) to Xerox'
Quarterly Report on Form 10-Q for the Quarter Ended September
30, 1999).
23(a) Consent of Independent Auditors.
24(a) Certified Resolution.
(b)(1) Power of Attorney.
(b)(2) Power of Attorney by G. Tayler.
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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(ii) 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 (a)(i) and (a)(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 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 Act 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 27th day of April 2000.
XEROX CORPORATION (Registrant)
By: /s/ G. RICHARD THOMAN*
--------------------------
G. Richard Thoman
President 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 December 21, 1999.
(Signature) (Title)
Principal Executive Officer:
G. RICHARD THOMAN* President, Chief Executive Officer
and Director
Principal Financial Officer:
BARRY D. ROMERIL* Vice Chairman, Chief Financial Officer
and Director
Principal Accounting Officer:
PHILIP D. FISHBACH* Vice President and Controller
Directors:
PAUL A. ALLAIRE
WILLIAM F. BUEHLER
B. R. INMAN )
ANTONIA AX:SON JOHNSON )
VERNON E. JORDAN, JR. )
YOTARO KOBAYASHI )
HILMAR KOPPER )
RALPH S. LARSEN )
GEORGE J. MITCHELL )
N. J. NICHOLAS, JR. )
JOHN E. PEPPER )
PATRICIA F. RUSSO )
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 trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on the
27th day of April 2000.
XEROX EUROPE (IRELAND) SHARESAVE PLAN
(Plan)
By: MERCER TRUSTEES LIMITED
Plan Administrator
By: /s/ Paul O'Malley
--------------------------
Paul O'Malley
Parner
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
4(a) Restated Certificate of Incorporation of Xerox filed by the
Department of State of New York on October 29, 1996, as
amended by Certificate of Amendment of the Certificate of
Incorporation of Xerox filed by the Department of State of
New York on May 21, 1999 (incorporated by reference to Exhibit
3(a) to Amendment No. 5 to Xerox' Form 8-A Registration
Statement filed with the Commission on February 8, 2000).
(b) By-Laws of Xerox, as amended through April 6, 1999
(incorporated by reference to Exhibit 3(b) to Xerox'
Quarterly Report on Form 10-Q for the Quarter Ended September
30, 1999).
23(a) Consent of Independent Auditors.
24(a) Certified Resolution.
(b)(1) Power of Attorney.
(b)(2) Power of Attorney by G. Tayler.
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 LLP
Stamford, Connecticut
April 27, 2000
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 27th day of April 2000.
/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)(1)
POWER OF ATTORNEY
Xerox Corporation (the "Company") and each person whose signature
appears below authorize each of Eunice M. Filter and Martin S. Wagner (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 December 6, 1999 By: /s/ G. Richard Thoman
-----------------------------
G. Richard Thoman
President and Chief Executive
Officer
/s/ G. Richard Thoman
- ----------------------------- President and Chief Executive Officer
G. Richard Thoman and Director
(Principal Executive Officer)
/s/ Barry D. Romeril
- ----------------------------- Vice Chairman and Chief Financial
Barry D. Romeril Officer and Director
(Principal Financial Officer)
Vice President and Controller
/s/ Philip D. Fishbach
- ----------------------------- (Principal Accounting Officer)
Philip D. Fishbach
/s/ Paul A. Allaire
- ----------------------------- Chairman of the Board and Director
Paul A. Allaire
/s/ William F. Buehler
- ----------------------------- Director
William F. Buehler
/s/ B. R. Inman
- ----------------------------- Director
B. R. Inman
/s/ Antonia Ax:son Johnson
- ----------------------------- Director
Antonia Ax:son Johnson
/s/ Vernon E. Jordan, Jr.
- ----------------------------- Director
Vernon E. Jordan, Jr.
/s/ Yotaro Kobayashi
- ----------------------------- Director
Yotaro Kobayashi
/s/ Hilmar Kopper
- ----------------------------- Director
Hilmar Kopper
/s/ Ralph S. Larsen
- ----------------------------- Director
Ralph S. Larsen
/s/ George J. Mitchell
- ----------------------------- Director
George J. Mitchell
/s/ N. J. Nicholas, Jr.
- ----------------------------- Director
N. J. Nicholas, Jr.
/s/ John E. Pepper
- ----------------------------- Director
John E. Pepper
/s/ Patricia F. Russo
- ----------------------------- Director
Patricia F. Russo
/s/ Martha R. Seger
- ----------------------------- Director
Martha R. Seger
/s/ Thomas C. Theobald
- ----------------------------- Director
Thomas C. Theobald
Exhibit 24(b)(2)
POWER OF ATTORNEY
The undersigned authorizes each of Eunice M. Filter and Martin S. Wagner
(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. The undersigned 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 undersigned, individually and in the capacity stated below, including the
power to enter electronically such 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. The undersigned individually and in such capacity 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 capacity as aforesaid.
Dated as of April 27, 2000 /s/ Gregory B. Tayler
-----------------------------
Gregory B. Tayler
Vice President and Controller
(Principal Accounting Officer)
