SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
April 11, 2002
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-4471 16-0468020
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
800 Long Ridge Road
P. O. Box 1600
Stamford, Connecticut 06904-1600
(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)
Item 5. Other Events.
Registrant announced on April 11, 2002 that it has concluded its settlement with
the Securities and Exchange Commission on the previously disclosed proposed
allegations related to matters that have been under investigation since June
2000. As a result, the Commission filed on April 11, 2002 a complaint, which
Registrant simultaneously settled by consenting to the entry of an Order
enjoining Registrant from future violations of Section 17(a) of the Securities
Act of 1933, Sections 10(b), 13(a) and 13(b) of the Securities Exchange Act of
1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder, requiring a
civil penalty of $10 million, and imposing other ancillary relief. Registrant
neither admits nor denies the allegations of the complaint.
"The settlement with the Commission effectively resolves Registrant's
outstanding issues with the SEC," said Anne M. Mulcahy, Registrant's Chairman
and Chief Executive Officer. "Xerox today is a stronger company with a new
management team that has taken all the right steps to turn our business around.
With the SEC matters now behind us, we are better positioned to continue
fortifying our business through operational improvements and future growth
opportunities -- creating enhanced value for our customers and shareholders."
Under the terms of the settlement, Registrant announced last week that it will
restate its financials for the years 1997 through 2000 as well as adjust
previously announced 2001 results. The restatement will primarily reflect
adjustments in the timing and allocation of lease revenue recognition, which
will be reallocated among equipment, service and finance revenue streams as
appropriate by applying a methodology different than the one Registrant had used
during those years. The resulting timing and allocation adjustments cannot be
estimated until the restatement process has been completed. In any event, there
will be no impact on the cash that has been received or is contractually due to
be received from these leases. Furthermore, the monetary value of the leases
does not change. The restatement will also include adjustments due to the
establishment and release of certain reserves prior to 2001 and other
miscellaneous items.
As part of the settlement, and to allow for the additional time required to
prepare the restatement and to make these adjustments, the Commission has issued
an Order pursuant to Section 36 of the Exchange Act ("Exemptive Order")
permitting the Registrant and its subsidiary, Xerox Credit Corporation, to file
their respective 2001 10-Ks and first-quarter 2002 10-Qs on or before June 30,
2002. The Exemptive Order provides that such filings made on or before June 30,
2002 will be deemed to have been filed on the prescribed due date.
Registrant has also agreed as part of the settlement that a special committee of
its Board of Directors will retain an independent consultant to review its
material accounting controls and policies. The Board will share the outcome of
this review with the SEC.
Reference is made to Item 7 of this Current Report on Form 8-K, under which a
copy of the Order Under Section 36 of the Securities Exchange Act of 1934
Granting Exemptions from Certain Provisions of the Act and Rules Thereunder,
dated April 11, 2002 (Release No. 45730) is filed, which is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits.
(d) Exhibits.
99.5 Order Under Section 36 of the Securities Exchange Act of
1934 Granting Exemptions from Certain Provisions of the Act
and Rules Thereunder, dated April 11, 2002 (Release No.
45730).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly authorized this report to be signed on its behalf by the undersigned
duly authorized.
XEROX CORPORATION
/s/ Martin S. Wagner
--------------------------
By: Martin S. Wagner
Dated: April 12, 2002 Assistant Secretary
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EXHIBIT INDEX
Exhibit
Nos. Documents Page
------- --------- ----
99.5 Order Under Section 36 of the Securities
Exchange Act of 1934 Granting Exemptions
from Certain Provisions of the Act and
Rules Thereunder, dated April 11, 2002
(Release No. 45730). . . . . . . . . . . . . . . . . 5
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