falseQ220190000108772Common Stock, $1 par valueXRX 0000108772 2019-07-30 2019-07-30 0000108772 exch:XNYS 2019-07-30 2019-07-30 0000108772 exch:XCHI 2019-07-30 2019-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________________________________

FORM 8-K

_____________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 30 31, 2019

LOGO

_____________________________________________________________________________________________________

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________________

New York

001-04471

16-0468020

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

New York		001-04471		16-0468020
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

P.O. Box 4505, 201 Merritt 7

201 Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

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

~~_____________________________________________________________________________________________________~~ Not applicable

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1 par value	XRX	New York Stock Exchange
		Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None

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

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

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $1.00 par value¹

XRX

New York Stock Exchange

NYSE Chicago

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

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

Emerging growth company ☐

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

~~______________________________________________________________________________________________________~~ Introductory Note

~~Item~~On March 27, 2019, Xerox Corporation (“Xerox”) announced plans to create a new public holding company, Xerox Holdings Corporation (“Holdings”), by implementing a holding company reorganization (the “Reorganization”).~~02.~~ ~~Results~~Upon completion of ~~Operations~~the ~~and~~Reorganization ~~Financial~~on ~~Condition~~July 31, 2019, Holdings became the successor issuer to Xerox pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

OnItem ~~July 30,~~3.01. ~~2019,~~Notice ~~Registrant~~of ~~released~~Delisting ~~its~~or ~~second~~Failure ~~quarter 2019 earnings and is furnishing~~ to ~~the~~Satisfy ~~Securities and Exchange Commission ("SEC")~~ a ~~copy~~Continued ofListing ~~the~~Rule ~~earnings~~or ~~press~~Standard; ~~release~~Transfer ~~as Exhibit 99.1 to this Report under Item 2.02~~ of ~~Form 8-K~~Listing.

~~Exhibit~~The ~~99.1~~disclosure ~~to this Report contains certain financial measures that are considered “non-GAAP financial measures” as defined~~ in ~~the~~Item ~~SEC rules~~3.03 ~~Exhibit~~is incorporated ~~99.1~~herein toby this Report also contains the reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles, as well as the reasons why Registrant’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding Registrant’s results of operations and, to the extent material, a statement disclosing any other additional purposes for which Registrant’s management uses the non-GAAP financial measuresreference.

~~The~~In ~~information~~connection ~~contained~~with inthe ~~Item~~Reorganization, Xerox notified the New York Stock Exchange (“NYSE”) that the Reorganization had been completed and requested that trading of its shares of common stock be suspended prior to the market opening on August 21, 2019.02 On July 31, 2019, NYSE is expected to suspend trading of ~~this~~the ~~Report~~Xerox ~~and~~shares inafter the ~~Exhibit~~close 99of business. On August 1, 2019, Holdings shares are expected to ~~this~~commence ~~Report~~trading ~~shall~~on ~~not~~NYSE beunder ~~deemed~~the symbol “~~filed~~XRX”. In addition, NYSE has informed Xerox that it will file with the Securities and Exchange Commission ~~for~~(the “SEC”) ~~purposes~~a ofnotification ~~Section 18~~on ofForm 25 to remove the ~~Exchange~~common ~~Act~~stock of ~~1934,~~Xerox asthat ~~amended,~~had orbeen ~~otherwise~~listed ~~subject~~on tothe NYSE from listing by Xerox Corporation on the ~~liability~~NYSE and from registration under Section 12(b) of ~~that~~the ~~section~~Exchange Act.

~~Item~~In addition, Xerox notified NYSE that it will voluntarily delist the Xerox common stock of Xerox from trading on NYSE Chicago on July 931, 2019, immediately prior to completion of the Reorganization.~~01.~~ ~~Financial~~Xerox ~~Statements~~will file a notification on Form 25 to remove the common stock of Xerox that had been listed on NYSE Chicago from listing by Xerox Corporation on NYSE Chicago and ~~Exhibits~~from registration under Section 12(b) of the Exchange Act.

~~(d)~~Item ~~Exhibits~~3.03. Material Modification to Rights of Security Holders.

Exhibit No.		Description
99.1		Registrant’s second quarter 2019 earnings press release dated July 30, 2019

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

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

~~This~~At ~~filing, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in~~ the ~~Private~~Effective ~~Securities~~Time, ~~Litigation~~each ~~Reform~~share ~~Act~~ of ~~1995.~~Xerox ~~The~~Series ~~words~~B ~~“anticipate”,~~convertible ~~“believe”,~~perpetual ~~“estimate”,~~preferred ~~“expect”,~~stock (“~~intend”,~~Series ~~“will”,~~B Preferred ~~“should~~Stock”,) ~~"targeting",~~was ~~"projecting",~~exchanged ~~"driving"~~for ~~and~~one ~~similar~~share ~~expressions,~~of asHoldings ~~they~~Series ~~relate~~A toconvertible ~~us,~~perpetual ~~our~~voting ~~performance~~preferred ~~and/or~~stock ~~our~~(“Series ~~technology,~~A ~~are~~Preferred ~~intended to identify forward-looking statements~~Stock”). ~~These~~Each ~~statements~~share ~~reflect management’s current beliefs, assumptions and expectations and are subject to a number~~ of ~~factors~~Holdings ~~that~~Series ~~may~~A ~~cause~~Preferred ~~actual~~Stock ~~results~~has to differ materially. Such factors include but are not limited to: our ability to address our business challenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; our ability to attract and retain key personnel; changes in economic and political conditions, trade protection measures, licensing requirements and tax laws in the ~~United~~same States and in the foreign countries in which we do business; the imposition of new or incremental trade protection measures such as tariffs and import or export restrictions; changes in foreign currency exchange rates; our ability to successfully develop new productsdesignations, ~~technologies and service offerings and to protect our intellectual property~~ rights; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and that civil or criminal penalties and administrative sanctions could be imposed on us if we fail to comply with the terms of such contracts and applicable law; the risk that partners, ~~subcontractors~~ powers and ~~software vendors will not perform in a timely~~preferences, ~~quality manner; actions of competitors~~ and our ability to promptly and effectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintain and improve cost efficiency of operations, including savings from restructuring actions; the ~~risk~~same ~~that confidential and/or individually identifiable information of ours~~qualifications, ~~our~~limitations ~~customers, clients~~ and ~~employees~~restrictions ~~could be inadvertently disclosed or disclosed~~ as athe ~~result~~existing ofshares ~~a breach~~ of ~~our~~Xerox ~~security~~Series ~~systems~~B ~~due~~Preferred ~~to cyber attacks or other intentional acts; reliance on third parties~~Stock, including subcontractors, for manufacturing of products and provision of services; the exit of the United Kingdom from the European Union; our ability to manage changes in the printing environment and expand equipment placements; interest rates, cost of borrowing and access to credit markets; funding requirements associated with ~~our employee pension and retiree health benefit plans;~~ the ~~risk~~addition ~~that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives and anti-corruption laws; the outcome~~ of ~~litigation~~certain ~~and~~voting ~~regulatory~~rights ~~proceedings~~ to ~~which~~ensure ~~we may be a party; any potential termination or restructuring of our relationship with Fujifilm Holdings Corporation;~~ the ~~proposed~~treatment ~~holding company reorganization; the occurrence and timing~~ of ~~any closing of~~ the ~~proposed~~ holding company reorganization; ~~the shared services arrangements entered into by the Company~~ as ~~part of Project Own It; any potential strategic transaction involving our customer financing business and/or related assets; and other factors that are set forth in the~~ a “~~Risk Factors~~reorganization” ~~section,~~for ~~the~~U.S. ~~“Legal~~federal ~~Proceedings”~~income ~~section,~~tax ~~the~~purposes. ~~“Management’s~~The ~~Discussion~~Holdings ~~and~~Series ~~Analysis~~A ofPreferred ~~Financial~~Stock ~~Condition~~will ~~and~~vote ~~Results~~together ofwith ~~Operations”~~the ~~section~~Holdings ~~and~~common ~~other sections of our 2018 Annual Report on Form 10-K~~stock, as ~~well~~a assingle inclass, ~~our Quarterly Reports~~ on ~~Form~~all ~~10-Q~~matters ~~and~~submitted ~~our~~to ~~Current Reports on Form 8-K filed with~~ the ~~SEC.~~shareholders ~~These forward-looking statements speak only as~~ of ~~the~~Holdings, ~~date~~but ~~of this release or as of~~ the ~~date~~Holdings Series toA ~~which~~Preferred ~~they~~Stock ~~refer,~~will ~~and~~only ~~Xerox~~be ~~assumes~~entitled ~~no obligation~~ to ~~update~~one ~~any~~vote ~~forward-looking~~for ~~statements~~every asten ashares ~~result~~ of ~~new~~Holdings ~~information~~common orstock ~~future~~into ~~events~~which orthe ~~developments,~~Holdings ~~except~~Series asA ~~required~~Preferred byStock ~~law~~is convertible.

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

~~Pursuant~~2 ~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.~~

~~Date:~~In connection with the Reorganization, on July 3031, 2019, Holdings entered into a Compensation Plan Agreement with Xerox (the “Compensation Plan Agreement”). Pursuant to the terms of the Merger Agreement and the Compensation Plan Agreement, Xerox transferred to Holdings and Holdings assumed sponsorship of and agreed to perform all obligations under, the June 30, 2017 Amendment and Restatement of the Xerox Corporation 2004 Performance Incentive Plan (the “Performance Incentive Plan”) and the 2013 Amendment and Restatement of the Xerox Corporation 2004 Equity Compensation Plan for Non-Employee Directors (the “Directors Plan,” and together with the Performance Incentive Plan, the “Xerox Stock Plans”), including each unexercised and unexpired option to purchase Xerox common stock and each right to acquire or vest in a share of Xerox common stock pursuant to restricted stock unit awards, performance share awards and deferred stock units (together, the “Awards”) that were outstanding under the Xerox Stock Plans immediately prior to the Effective Time. At the Effective Time, the reserve of Xerox common stock under each Xerox Stock Plan, whether allocated to outstanding equity awards under such Xerox Stock Plans or unallocated at that time, was automatically converted on a one-share-for-one-share basis into shares of Holdings common stock, and the terms and conditions that were in effect immediately prior to the Effective Time under each such outstanding Award will continue in full force and effect after the Effective Time, including, without limitation, the vesting schedule and applicable issuance dates, the per share exercise price, the expiration date and other applicable termination provisions, except that the shares of common stock issuable under each such Award will be shares of Holdings common stock.

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

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

Exhibit No.		Description
99.1		Registrant’s second quarter 2019 earnings press release dated July 30, 2019

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

The disclosure in Item 3.03 is incorporated herein by reference.

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

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

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

3.1		Certificate of Merger, dated July 31, 2019

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

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

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

SIGNATURES

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


	XEROX CORPORATION

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

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