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):
June 2, 2003
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-4471 16-0468020
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
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)
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This Current Report on Form 8-K is being filed to update and/or supplement
certain disclosures previously made by Registrant.
Item 5. Other Events.
Yotaro Kobayashi, one of our directors, is Chairman of the Board of Fuji Xerox
Co., Ltd. ("Fuji Xerox"), our joint venture with Fuji Photo Film Corp., Ltd.
We have a technology agreement with Fuji Xerox whereby we receive royalty
payments and rights to access their patent portfolio in exchange for access to
our patent portfolio. In 2002, we received royalty payment revenues from Fuji
Xerox of $99 million.
We also have arrangements whereby we purchase inventory from and sell inventory
to Fuji Xerox. Pricing of the transactions under these arrangements is based
upon negotiations conducted at arm's length. Certain of these inventory
purchases and sales are the result of mutual research and development
arrangements. Our purchases from Fuji Xerox are in the normal course of business
and typically have a lead time of three months. In 2002, we sold $113 million of
inventory to Fuji Xerox and purchased $727 million of inventory from Fuji Xerox.
We anticipate that we will purchase approximately $700 million of products from
Fuji Xerox in 2003.
In addition to the payments described above, in 2002 we paid Fuji Xerox $15
million and Fuji Xerox paid us $10 million for unique research and development.
Item 7. Financial Statements, Pro Forma Financial Statements
and Exhibits
Exhibit (10)(t)(1) Master Supply Agreement dated as of November 20, 2001
between Registrant and Flextronics International Ltd. **
Exhibit (10)(t)(2) Amended and Restated Letter Agreement dated as of
November 30, 2001 between Registrant and Flextronics International
Ltd. regarding collateral matters relating to the relationship
between Registrant and Flextronics. **
** Pursuant to the Freedom of Information Act, the confidential portion of this
material has been omitted and filed separately with the Securities and Exchange
Commission.
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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
Assistant Secretary
Date: June 2, 2003
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Exhibit Index
Exhibit (10)(t)(1) Master Supply Agreement dated as of November 20, 2001
between Registrant and Flextronics International Ltd. **
Exhibit (10)(t)(2) Amended and Restated Letter Agreement dated as of
November 30, 2001 between Registrant and Flextronics International
Ltd. regarding collateral matters relating to the relationship
between Registrant and Flextronics. **
** Pursuant to the Freedom of Information Act, the confidential portion of this
material has been omitted and filed separately with the Securities and Exchange
Commission.
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