As filed with the Securities and Exchange Commission on October 11, 2016
File No. 001-37817
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Conduent Incorporated
(Exact name of registrant as specified in its charter)
| New York | 81-2983623 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
P.O. Box 4505, 45 Glover Avenue Norwalk, Connecticut | 06856 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(203) 968-3000
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Common Stock, par value $1.00 | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Conduent Incorporated
Information Required in Registration Statement
Cross-Reference Sheet Between the Information Statement and Items of Form 10
This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
Item No. | Caption | Location in Information Statement | ||
| 1. | Business | See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information” | ||
| 1A. | Risk Factors | See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” | ||
| 2. | Financial Information | See “Summary,” “Risk Factors,” “Capitalization,” “Selected Historical Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
| 3. | Properties | See “Business—Facilities” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners and Management” | ||
| 5. | Directors and Executive Officers | See “Management” | ||
| 6. | Executive Compensation | See “Management” and “Compensation Discussion and Analysis” | ||
| 7. | Certain Relationships and Related Transactions, and Director Independence | See “Risk Factors,” “Management” and “Certain Relationships and Related Party Transactions” | ||
| 8. | Legal Proceedings | See “Business—Legal Proceedings” | ||
| 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock” | ||
| 10. | Recent Sales of Unregistered Securities | See “Description of Our Capital Stock” | ||
| 11. | Description of Registrant’s Securities to be Registered | See “Description of Our Capital Stock” | ||
| 12. | Indemnification of Directors and Officers | See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements with Xerox—Separation and Distribution Agreement” | ||
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Item No. | Caption | Location in Information Statement | ||
| 13. | Financial Statements and Supplementary Data | See “Summary,” “Selected Historical Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||
| 15. | Financial Statements and Exhibits | (a) Financial Statements
See “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein
(b) Exhibits
See below | ||
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The following documents are filed as exhibits hereto:
Exhibit Number | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement by and between Xerox Corporation and Conduent Incorporated**†† | |
| 3.1 | Form of Restated Certificate of Incorporation of Conduent Incorporated†† | |
| 3.2 | Form of Amended and Restated By-Laws of Conduent Incorporated†† | |
| 10.1 | Form of Transition Services Agreement by and between Xerox Corporation and Conduent Incorporated**†† | |
| 10.2 | Form of Tax Matters Agreement by and between Xerox Corporation and Conduent Incorporated**†† | |
| 10.3 | Form of Employee Matters Agreement by and between Xerox Corporation and Conduent Incorporated** | |
| 10.4 | Form of Intellectual Property Agreement by and between Xerox Corporation and Conduent Incorporated**†† | |
| 10.5 | Form of Trademark License Agreement among Xerox Corporation, Xerox Overseas, Inc. and Conduent Incorporated**†† | |
| 10.6 | Agreement, dated January 28, 2016, among Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn† | |
| 10.7 | Letter Agreement dated June 10, 2016 between Registrant and Ashok Vemuri regarding compensation arrangements.
Incorporated by reference to Exhibit 99.2 to Xerox Corporation’s Current Report on Form 8-K dated June 14, 2016. See SEC File Number 001-04471. | |
| 10.8 | Form of Conduent Incorporated Performance Incentive Plan* | |
| 10.9 | Form of Conduent Incorporated Equity Compensation Plan for Non-Employee Directors* | |
| 21.1 | List of subsidiaries of Conduent Incorporated* | |
| 99.1 | Preliminary Information Statement of Conduent Incorporated, subject to completion, dated October 11, 2016. | |
| * | To be filed by amendment. |
| ** | Conduent Incorporated hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request. |
| † | Previously filed on August 15, 2016. |
| †† | Previously filed on September 26, 2016. |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 3 to its Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
| Conduent Incorporated | ||||
| By: | /s/ Leslie F. Varon | |||
| Name: | Leslie F. Varon | |||
| Title: | President | |||
Dated: October 11, 2016
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EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement by and between Xerox Corporation and Conduent Incorporated**†† | |
| 3.1 | Form of Restated Certificate of Incorporation of Conduent Incorporated†† | |
| 3.2 | Form of Amended and Restated By-Laws of Conduent Incorporated†† | |
| 10.1 | Form of Transition Services Agreement by and between Xerox Corporation and Conduent Incorporated**†† | |
| 10.2 | Form of Tax Matters Agreement by and between Xerox Corporation and Conduent Incorporated**†† | |
| 10.3 | Form of Employee Matters Agreement by and between Xerox Corporation and Conduent Incorporated** | |
| 10.4 | Form of Intellectual Property Agreement by and between Xerox Corporation and Conduent Incorporated**†† | |
| 10.5 | Form of Trademark License Agreement among Xerox Corporation, Xerox Overseas, Inc. and Conduent Incorporated**†† | |
| 10.6 | Agreement, dated January 28, 2016, among Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn† | |
| 10.7 | Letter Agreement dated June 10, 2016 between Registrant and Ashok Vemuri regarding compensation arrangements.
Incorporated by reference to Exhibit 99.2 to Xerox Corporation’s Current Report on Form 8-K dated June 14, 2016. See SEC File Number 001-04471. | |
| 10.8 | Form of Conduent Incorporated Performance Incentive Plan* | |
| 10.9 | Form of Conduent Incorporated Equity Compensation Plan for Non-Employee Directors* | |
| 21.1 | List of subsidiaries of Conduent Incorporated* | |
| 99.1 | Preliminary Information Statement of Conduent Incorporated, subject to completion, dated October 11, 2016. | |
| * | To be filed by amendment. |
| ** | Conduent Incorporated hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request. |
| † | Previously filed on August 15, 2016. |
| †† | Previously filed on September 26, 2016. |
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