As filed with the Securities and Exchange Commission on May 25, 2005
Registration No. 333-22313
Registration No. 33-44314
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST- EFFECTIVE AMENDMENTS
TO FORM S-8
REGISTRATION STATEMENTS
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 of incorporation or organization) |
(I.R.S. Employer Identification No.) |
800 Long Ridge Road
P.O. Box 1600
Stamford, Connecticut 06904-1600
(Address of Principal Executive Offices) (Zip Code)
Xerox Corporation 1991 Long-Term Incentive Plan
(Full Title of the Plan)
Samuel K. Lee, Esq.
Associate General Counsel, Corporate, Finance and Ventures
Xerox Corporation
800 Long Ridge Road P.O. Box 1600
Stamford, Connecticut 06904-1600
(Name and Address of Agent for Service)
(203) 968-3000
(Telephone Number, Including Area Code, of Agent for Service)
DEREGISTRATION OF SECURITIES
On May 20, 2004, the shareholders of Xerox Corporation (the “Registrant”) voted to approve for adoption the Xerox Corporation 2004 Performance Incentive Plan (the “2004 Plan”) to replace, among other plans, the Xerox Corporation 1991 Long-Term Incentive Plan (the “Predecessor Plan”). This Post-Effective Amendment No. 3 to Registrant’s Registration Statement No. 33-44314 on Form S-8 filed with the Securities and Exchange Commission on December 5, 1991 (the “1991 Registration Statement”) and Post-Effective Amendment No. 2 to Registrant’s Registration Statement No. 333-22313 on Form S-8 filed with the Securities and Exchange Commission on February 25, 1997 (the “1997 Registration Statement”) are filed to deregister an aggregate of 12,586,936 shares previously registered that remained available for issuance under the Predecessor Plan prior to the approval of the 2004 Plan. The 12,586,936 shares deregistered by these Post-Effective Amendments will be registered on a contemporaneously filed registration statement on Form S-8 for the 2004 Plan. Each of the 1991 and 1997 Registration Statements will remain in effect to cover the potential exercise of any outstanding options or awards previously granted under the Predecessor Plan.
EXHIBIT INDEX
| Exhibit Number |
Description | |
| (24)(a) | — Certified Resolutions of the Board of Directors of Xerox Corporation.* | |
| (24)(b) | — Powers of Attorney for Xerox Corporation.* | |
| * | Filed herewith. |
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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut on the 25th day of May, 2005.
| XEROX CORPORATION | ||
| By: | * | |
| Anne M. Mulcahy Chairman of the Board and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities indicated on the 25th day of May, 2005.
| Name |
Capacities | |
| * Anne M. Mulcahy |
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | |
| * Lawrence A. Zimmerman |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |
| * Gary R. Kabureck |
Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
| * Glenn A. Britt |
Director | |
| * Richard J. Harrington |
Director | |
| * William Curt Hunter |
Director | |
| * |
Director | |
| Vernon E. Jordan, Jr. | ||
| * Ralph S. Larsen |
Director | |
| * N. J. Nicholas, Jr. |
Director | |
| * Ann N. Reese |
Director | |
| * Stephen Robert |
Director | |
| *By: | /s/ SAMUEL K. LEE Samuel K. Lee Attorney-in-Fact |