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):
September 11, 2002
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)
Item 5. Other Events.
Reference is made to Note 11 "Litigation and Regulatory Matters" to
the Condensed Consolidated Financial Statements contained in
Registrant's (the "Company") Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2002. There have been developments in two
previously reported cases, as follows:
Carlson v. Xerox Corporation
A previously disclosed consolidated securities law action, captioned
Carlson v. Xerox Corporation, et al., (consisting of 21 cases) is
pending in the United States District Court for the District of
Connecticut against the Company, KPMG LLP (KPMG), and Paul A. Allaire,
G. Richard Thoman, Anne M. Mulcahy, Barry D. Romeril, Gregory Tayler
and Philip Fishbach. On September 11, 2002 the court entered an
endorsement order granting plaintiffs' motion to file a third
consolidated amended complaint. The defendants' motion to dismiss the
second consolidated amended complaint was denied, as moot. According
to the third consolidated amended complaint, plaintiffs purport to bring
this case as a class action on behalf of an expanded class consisting of
all persons and/or entities who purchased Xerox common stock and/or
bonds during the period between February 17, 1998 through June 28, 2002
and who were purportedly damaged thereby (Class). The third
consolidated amended complaint sets forth two claims: one alleging that
each of the Company, KPMG, and the individual defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Securities and
Exchange Commission Rule 10b-5 thereunder; the other alleging that the
individual defendants are liable as "controlling persons" of the Company
pursuant to Section 20(a) of the 34 Act. Plaintiffs claim that the
defendants participated in a fraudulent scheme that operated as a fraud
and deceit on purchasers of the Company's common stock and bonds by
disseminating materially false and misleading statements and/or
concealing material adverse facts relating to various of the Company's
accounting and reporting practices and financial condition. The
plaintiffs further allege that this scheme deceived the investing
public regarding the true state of the Company's financial condition,
caused the plaintiffs and other members of the alleged Class to purchase
the Company's common stock and bonds at artificially inflated prices,
and prompted a Securities and Exchange Commission investigation that led
to the April 11, 2002 settlement which, among other things, required the
Company to pay a $10 million penalty and restate its financials for the
years 1997 - 2000 (including restatement of financials previously
corrected in an earlier restatement which plaintiffs contend was
improper). The third consolidated amended complaint seeks unspecified
compensatory damages in favor of the plaintiffs and the other Class
members against all defendants, jointly and severally, including
interest thereon, together with reasonable costs and expenses, including
counsel fees and expert fees. The individual defendants and the Company
deny any wrongdoing and intend to vigorously defend the action. Based on
the stage of the litigation, it is not possible to estimate the amount
of loss or range of possible loss that might result from an adverse
judgment or a settlement of this matter.
Pitney Bowes, Inc. v. Xerox Corporation and Fuji Xerox Co., Ltd.
The Company and Pitney Bowes, Inc. have resolved their pending patent
infringement litigation on mutually acceptable terms. While details
of the settlement agreement are confidential, the Company denied any
infringement. The Company will make a one-time payment to Pitney Bowes
in an amount that is not material to the Company. Pitney Bowes sued
the Company in June 2001 in the United States District Court for the
District of Connecticut claiming infringement on a Pitney Bowes
patent. The patent in question expired on May 31, 2000, which precludes
any ongoing license agreement.
____________________________________________________________________________
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: September 19, 2002