Current Report Filing (8-k)
August 20 2015 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
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): August 20, 2015
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
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New York |
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001-04471 |
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16-0468020 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
P. O. Box 4505
45 Glover Avenue
Norwalk, Connecticut
06856-4505
(Address of
principal executive offices) (Zip Code)
Registrants telephone number, including area code: (203) 968-3000
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On August 20, 2015, Registrant closed a $400 million offering of 3.500% Senior Notes due 2020.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No. |
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Description |
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5 |
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Opinion of Cravath, Swaine & Moore LLP relating to Registrants 3.500% Senior Notes due 2020. |
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.
Date: August 20, 2015
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XEROX CORPORATION |
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By: |
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/s/ Douglas H. Marshall |
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Douglas H. Marshall |
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Assistant Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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5 |
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Opinion of Cravath, Swaine & Moore LLP relating to Registrants 3.500% Senior Notes due 2020. |
Exhibit 5
August 20, 2015
Xerox Corporation
$400,000,000 3.500% Senior Notes due 2020
Ladies and Gentlemen:
We have acted as counsel
to Xerox Corporation, a New York corporation (the Company), in connection with the public offering and sale by the Company of $400,000,000 aggregate principal amount of 3.500% Senior Notes due 2020 (the Notes) to be
issued under an indenture, dated as of December 4, 2009, between the Company and The Bank of New York Mellon, as trustee (the Trustee) (the Indenture). Capitalized terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the Indenture.
In that connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Indenture and the Registration Statement on Form S-3 (Registration
No. 333-188218) (the Registration Statement) under the Securities Act of 1933 (the Securities Act) relating to the registration under the Securities Act of various securities of the Company. As to various questions of
fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed (a) the genuineness
of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies and (b) that the Indenture has been duly authorized, executed and
delivered by, and represents a legal, valid and binding obligation of, the Trustee.
Based on the foregoing, we are of opinion that the
Notes issued by the Company have been duly authorized and executed by the Company, and, when the Notes are authenticated in accordance with the provisions of the Indenture and delivered and
paid for, the Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the
Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors rights generally from time to time in effect and to general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the Commission) as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the caption Legal Matters in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
We are admitted to
practice in the State of New York and we do not express any opinion with respect to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America.
Very truly yours,
/s/ Cravath, Swaine & Moore LLP
Xerox Corporation
45 Glover Avenue
Norwalk, CT 06856
O
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