As filed with the Securities and Exchange Commission on May 25, 2005
Registration No. 33-65269
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST- EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
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 Canada Inc. Executive Rights 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 Canada Inc. Executive Rights Plan (the “Predecessor Plan”). This Post-Effective Amendment No. 1 to Registrant’s Registration Statement No. 33-65269 on Form S-8 filed with the Securities and Exchange Commission on December 22, 1995 (the “Registration Statement”) is filed to deregister an aggregate of 212,684 shares previously registered that remained available for issuance under the Predecessor Plan prior to the approval of the 2004 Plan. The 212,684 shares deregistered by this Post-Effective Amendment will be registered on a contemporaneously filed registration statement on Form S-8 for the 2004 Plan. The Registration Statement 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 | |
| * Vernon E. Jordan, Jr. |
Director | |
| * 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 |