AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
DECEMBER 24, 1996
REGISTRATION STATEMENT FILE NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NCR CORPORATION
(Exact name of recipient as specified in the charter)
Maryland 31-0387920
(State or other jurisdiction (I.R.S. Employer
of or organization) Identification No.)
1700 South Patterson Blvd.
Dayton, Ohio 45479
(Address of Principal Executive Offices) (Zip Code)
NCR MANAGEMENT STOCK PLAN
(full title of the plan)
Laura K. Nyquist, Esq.
Law Vice President
NCR Corporation
101 West Shantz Avenue
Dayton, Ohio 45479
(Name and address of Agent for service)
(937) 445-5000
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
______________________________________________________________________________
Title of Amount to be Proposed Proposed maximum Amount of
securities to registered(1) maximum aggregate offering registration fee
be registered offering price(2)
price per
share(2)
______________________________________________________________________________
Common Stock,
par value $.01
per share 16,694,046 $36.125 $603,072,411.80 $182,749.22
______________________________________________________________________________
Preferred Share
Purchase
Rights(3)
______________________________________________________________________________
Total $603,072,411.80 $182,749.22
______________________________________________________________________________
(1) Represents the maximum number of shares that may be acquired under
the NCR Management Stock Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration
fee and, pursuant to Rule 457(c) of the Securities Act of 1933,
based on the average of the high and low sale prices of the common
stock, par value $.01 per share, of NCR Corporation (which was
trading on a "when-issued" basis) on the New York Stock Exchange
on December 23, 1996.
(3) Preferred Share Purchase Rights ("Rights") will initially trade
together with the Common Stock. The value attributable to the
Rights, if any, is reflected in the market price of the Common
Stock.<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by NCR Corporation (the
"Company" or "NCR") with the Securities and Exchange Commission
(the "SEC") and are incorporated herein by reference:
(1) NCR's Registration Statement on Form 10 filed with
the SEC on September 26, 1996 including the exhibits
thereto, as amended by Amendment No. 1 thereto filed
on Form 10/A on October 31, 1996, Amendment No. 2
thereto filed on Form 10/A on November 22, 1996, and
Amendment No. 3 thereto filed on Form 10/A on Novem-
ber 26, 1996.
(2) The description of NCR's Common Stock contained in
the Registration Statement on Form 10 referred to in
(1) above.
(3) The description of NCR's Preferred Share Purchase
Rights contained in the Registration Statement on
Form 10 referred to in (1) above.
All documents, filed subsequent to the date hereof by NCR with
the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and prior
to the filing of a post-effective amendment hereto which indi-
cates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and made a
part hereof from their respective dates of filing (such docu-
ments, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed
Incorporated Document 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 hereof.
-1-<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Securities to be issued pursuant to the
Plan will be passed upon for the Company by Laura K. Nyquist,
Law Vice President and Secretary of the Company. Ms. Nyquist
beneficially owns shares and options to purchase shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NCR's Charter limits the personal liability of its directors
and officers to NCR and its stockholders for money damages to
the maximum extent permitted by Maryland law. The Charter pro-
vides that, to the fullest extent permitted by Maryland statu-
tory or decisional law, as amended or interpreted, no director
or officer of NCR will be personally liable to NCR or its
stockholders for money damages. No amendment of the Charter or
repeal of any of its provisions will limit or eliminate the
benefits provided to directors and officers thereunder with
respect to any act or omission which occurred prior to such
amendment or repeal or with respect to any cause of action,
suit or claim that, but for such provision would accrue or
arise, prior to such amendment or repeal.
As a result, neither NCR nor any NCR stockholder can hold the
directors or officers personally liable for monetary damages,
if they acted in good faith, with a reasonable belief that they
were acting in the best interests of NCR, and with the care
that an ordinarily prudent person in a like position would use
under similar circumstances. Under current law, however, such
limitation does not apply (a) to the extent that a director or
officer received an improper benefit; or (b) to the extent an
award was based on a finding that the director or officer was
actively and deliberately dishonest and such finding was mate-
rial to the cause of action.
The NCR Charter provides that NCR will indemnify (a) its direc-
tors and officers, whether serving NCR or, at its request, any
other entity, to the fullest extent required or permitted by
the General Laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures
and to the fullest extent permitted by law and (b) other em-
ployees and agents to such extent as shall be authorized by the
Board of Directors or the Bylaws and be permitted by law. The
-2-<PAGE>
foregoing rights of indemnification are not exclusive of any
other rights to which those seeking indemnification may be en-
titled. The Board of Directors may take such action as is nec-
essary to carry out such indemnification provisions and is ex-
pressly empowered to adopt, approve and amend from time to time
such bylaws, resolutions or contracts implementing such provi-
sions or such further indemnification arrangements as may be
permitted by law. No amendment of the NCR Charter, or of any
such bylaws, resolution or contract, or repeal of any of their
provisions will limit or eliminate the right to indemnification
provided thereunder with respect to acts or omissions occurring
prior to such amendment or repeal. The NCR Bylaws currently
contain provisions implementing the foregoing.
Under current law, directors and officers will be indemnified
when serving in their capacity as directors or officers, unless
it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the pro-
ceeding brought against him or her and was either committed in
bad faith or was the result of active and deliberate dishon-
esty; (b) the director or officer actually received an improper
personal benefit; or (c) in the case of a criminal proceeding,
the director or officer had reasonable cause to believe that
the act or omission was unlawful.
NCR also maintains insurance for the benefit of its directors
in order to protect them against liability, including with re-
spect to the matters covered by the foregoing indemnities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-3-<PAGE>
ITEM 8. EXHIBITS.
Exhibit Number Description
4.1 Form of Amended and Restated Charter of
NCR Corporation (filed as Exhibit 3.1 to
NCR's Registration Statement on Form
10).*
4.2 Form of Bylaws of NCR Corporation (filed
as Exhibit 3.2 to NCR's Registration
Statement on Form 10).*
4.3 Form of NCR Management Stock Plan (filed
as Exhibit 10.8 to NCR's Registration
Statement on Form 10).*
4.4 Form of Preferred Share Purchase Rights
Plan of NCR Corporation (filed as Exhibit
4.2 to NCR's Registration Statement on
Form 10).*
5 Opinion of Laura K. Nyquist, Law Vice
President of NCR Corporation, as to the
legality of securities to be issued.
23.1 Consent of Coopers & Lybrand LLP.
23.2 Consent of Laura K. Nyquist (contained in
the opinion of counsel filed as Exhibit
5).
24 Powers of Attorney executed by officers
and directors who signed this registra-
tion statement.
____________________
* Incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales 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;
-4-<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the regis-
tration 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 reg-
istration statement;
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the registration statement or any ma-
terial change to such information in the reg-
istration statement;
provided, however, that paragraphs (a)(i) and (a)(ii)
above do not apply if the information required to be
included in a post-effective amendment by those para-
graphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorpo-
rated by reference in the registration statement.
(b) The undersigned registrant hereby undertakes that,
for the purpose of determining any liability under
the Securities Act of 1933, 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 be
deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to re-
move from registration by means of a post-effective
amendment any of the securities being registered
which remain unsold at the termination of the offer-
ing.
(d) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the regis-
trant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where ap-
plicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Ex-
change 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.
-5-<PAGE>
(e) 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 Securities and Exchange Commission
such indemnification is against public policy as ex-
pressed in the Securities Act of 1933 and is, there-
fore, 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 ac-
tion, suit or proceeding) is asserted by such direc-
tor, 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 Securities Act of 1933 and
will be governed by the final adjudication of such
issue.
-6-<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 state-
ment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Dayton, Ohio on the 23rd day of Decem-
ber, 1996.
NCR CORPORATION
By: /s/ Julie D. Gallagher
Name: Julie D.Gallagher
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date indi-
cated.
Signature Title Date
* Chairman, President and Chief 12/23/96
Lars Nyberg Executive Officer
(Principal Executive Officer)
* Senior Vice President, Chief 12/23/96
John L. Giering Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
* Senior Vice President, General 12/23/96
Jonathan S. Hoak Counsel and Director
* Julie D. Gallagher, by signing her name hereto, does sign
this document on behalf of the above noted individuals, pursu-
ant to powers of attorney duly executed by such individuals
which have been filed with the Securities and Exchange Commis-
sion.
/s/ Julie D. Gallagher
Attorney-in-Fact
-7-<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Form of Amended and Restated Charter of
NCR Corporation (filed as Exhibit 3.1 to
NCR's Registration Statement on Form
10).*
4.2 Form of Bylaws of NCR Corporation (filed
as Exhibit 3.2 to NCR's Registration
Statement on Form 10).*
4.3 Form of NCR Management Stock Plan (filed
as Exhibit 10.8 to NCR's Registration
Statement on Form 10).*
4.4 Form of Preferred Share Purchase Rights
Plan of NCR Corporation (filed as Exhibit
4.2 to NCR's Registration Statement on
Form 10).*
5 Opinion of Laura K. Nyquist, Law Vice
President of NCR Corporation, as to the
legality of securities to be issued.
23.1 Consent of Coopers & Lybrand LLP.
23.2 Consent of Laura K. Nyquist (contained in
the opinion of counsel filed as Exhibit
5).
24 Powers of Attorney executed by officers
and directors who signed this registra-
tion statement.
____________________
* Incorporated herein by reference.
-8-<PAGE>
EXHIBIT 5
[NCR CORPORATION LETTERHEAD]
December 23, 1996
Ladies and Gentlemen:
With reference to the registration statement on Form S-8 which
NCR Corporation (the "Company") proposes to file with the Secu-
rities and Exchange Commission (the "SEC") under the Securities
Act of 1933, as amended, registering 16,694,046 shares of com-
mon stock, par value $.01 per share, of the Company (the
"Shares") which may be offered and sold by the Company under
the NCR Management Stock Plan (the "Plan"), which Shares, under
the terms of the Plan may be authorized and unissued shares,
treasury shares, or shares purchased on the open market or oth-
erwise, I am of the opinion that:
1. the Company is a corporation duly organized, validly ex-
isting and in good standing under the laws of the State of
Maryland, and
2. all proper corporate proceedings have been taken so that
any Shares to be offered and sold which are of original issu-
ance, upon sale and payment therefor in accordance with the
Plan and the resolutions of the Board of Directors relating to
the offering and sale of common shares thereunder, will be le-
gally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in
connection with the registration statement referred to above.
Very truly yours,
/s/ Laura K. Nyquist
Laura K. Nyquist<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registra-
tion Statement of NCR Corporation on Form S-8, of our report
dated January 25, 1996, on our audits of the consolidated fi-
nancial statements and consolidated financial statement sched-
ule of NCR Corporation at December 31, 1995 and 1994 and for
the three years ended December 31, 1995, which report is in-
cluded in the registration statement on Form 10/A (File
No. 1-395) of NCR Corporation.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Dayton, Ohio
December 20, 1996<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NCR Corporation, a Maryland corporation (hereinafter
referred to as the "Company"), proposes to file with the Secu-
rities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to the issuance of up to
the following number of shares of common stock, par value $.01
per share, set opposite each of the plans listed below:
Benefit Plan Common Shares
NCR Management Stock Plan 16,694,046
NCR Savings Plan 3,000,000
NCR Employee Stock Purchase Plan 8,000,000
NCR WorldShares Plan 6,694,854
WHEREAS, the undersigned is a director and/or an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Laura K. Nyquist and Julie D. Gallagher, and each of them, as
attorneys for him and in his name, place and stead, and in his
capacity as a director and/or an officer of the Company, to ex-
ecute and file any such registration statement with respect to
the above-described shares of common stock and thereafter to
execute and file any amended registration statement or state-
ments with respect thereto or amendments or supplements to any
of the foregoing, hereby giving and granting to said attorneys,
and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents
and purposes, as he might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that
said attorneys may or shall lawfully do, or cause to be done,
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of December, 1996.
By:
/s/ Lars Nyberg
Name: Lars Nyberg
Title: Chairman of the Board,
Chief Executive Officer
and President<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NCR Corporation, a Maryland corporation (hereinafter
referred to as the "Company"), proposes to file with the Secu-
rities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to the issuance of up to
the following number of shares of common stock, par value $.01
per share, set opposite each of the plans listed below:
Benefit Plan Common Shares
NCR Management Stock Plan 16,694,046
NCR Savings Plan 3,000,000
NCR Employee Stock Purchase Plan 8,000,000
NCR WorldShares Plan 6,694,854
WHEREAS, the undersigned is a director and/or an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Laura K. Nyquist and Julie D. Gallagher, and each of them, as
attorneys for him and in his name, place and stead, and in his
capacity as a director and/or an officer of the Company, to ex-
ecute and file any such registration statement with respect to
the above-described shares of common stock and thereafter to
execute and file any amended registration statement or state-
ments with respect thereto or amendments or supplements to any
of the foregoing, hereby giving and granting to said attorneys,
and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents
and purposes, as he might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that
said attorneys may or shall lawfully do, or cause to be done,
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 20th day of December, 1996.
By:
/s/ John L. Giering
Name: John L. Giering
Title: Senior Vice President,
Chief Financial Officer
and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NCR Corporation, a Maryland corporation (hereinafter
referred to as the "Company"), proposes to file with the Secu-
rities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a registration statement or
registration statements with respect to the issuance of up to
the following number of shares of common stock, par value $.01
per share, set opposite each of the plans listed below:
Benefit Plan Common Shares
NCR Management Stock Plan 16,694,046
NCR Savings Plan 3,000,000
NCR Employee Stock Purchase Plan 8,000,000
NCR WorldShares Plan 6,694,854
WHEREAS, the undersigned is a director and/or an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Laura K. Nyquist and Julie D. Gallagher, and each of them, as
attorneys for him and in his name, place and stead, and in his
capacity as a director and/or an officer of the Company, to ex-
ecute and file any such registration statement with respect to
the above-described shares of common stock and thereafter to
execute and file any amended registration statement or state-
ments with respect thereto or amendments or supplements to any
of the foregoing, hereby giving and granting to said attorneys,
and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents
and purposes, as he might or could do if personally present at
the doing thereof, hereby ratifying and confirming all that
said attorneys may or shall lawfully do, or cause to be done,
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 20th day of December, 1996.
By:
/s/ Jonathan S. Hoak
Name: Jonathan S. Hoak
Title: Senior Vice President,
General Counsel and
Director
