Confidential Treatment Requested by NCR ATMCo
Pursuant to 17 C.F.R. Section 200.83
As Confidentially Submitted to the U.S. Securities and Exchange Commission on May 10, 2023
File No. [●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
NCR ATMCo, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 92-3588560 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
864 Spring Street NW
Atlanta, GA 30308
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(937) 445-1936
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Name of each exchange on which each class is to be registered | |
| Common Stock, par value $0.01 per share | [ ] |
Securities to be registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Confidential Treatment Requested by NCR ATMCo
Pursuant to 17 C.F.R. Section 200.83
NCR ATMCO, LLC
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF
FORM 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Summary of the Separation and Distribution,” “Risk Factors,” “Forward-Looking Statements,” “The Separation and Distribution,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors” and “Forward–Looking Statements.” Those sections are incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections of the information statement entitled “Summary of Historical and Unaudited Pro Forma Combined Financial Data,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Combined Financial Statements,” “Notes to Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section of the information statement entitled “Business – Properties.” That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
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Confidential Treatment Requested by NCR ATMCo
Pursuant to 17 C.F.R. Section 200.83
Item 6. Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and Analysis,” “Director Compensation”, “Executive Compensation” and “Management – Compensation Committee Interlocks and Insider Participation.” Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the information statement entitled “Summary of the Separation and Distribution,” “Risk Factors – Risks Related to the Spin-Off,” “Management” and “Certain Relationships and Related Transactions.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Business – Legal Proceedings.” That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled “The Separation and Distribution,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management,” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock – Sale of Unregistered Securities.” That section is incorporated herein by reference.
Item 11. Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the information statement entitled “Summary of the Separation and Distribution,” “The Separation and Distribution,” “Dividend Policy” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock – Indemnification of Directors and Officers.” That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the sections of the information statement entitled “Summary of Historical and Unaudited Pro Forma Combined Financial Data”, “Unaudited Pro Forma Combined Financial Statements,” “Notes to Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
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Confidential Treatment Requested by NCR ATMCo
Pursuant to 17 C.F.R. Section 200.83
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the sections of the information statement entitled “Summary of Historical and Unaudited Pro Forma Combined Financial Data”, “Unaudited Pro Forma Combined Financial Statements,” “Notes to Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.
(b) Exhibits
See below.
The following documents are filed as exhibits hereto:
Exhibit Number | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement by and between NCR Corporation and the registrant* | |
| 3.1 | Form of Articles of Incorporation of the registrant* | |
| 3.2 | Form of By-laws of the registrant* | |
| 10.1 | Form of Transition Services Agreement by and between NCR Corporation and the registrant* | |
| 10.2 | Form of Tax Matters Agreement by and between NCR Corporation and the registrant* | |
| 10.3 | Form of Employee Matters Agreement by and between NCR Corporation and the registrant* | |
| 10.4 | Form of Technology License Agreement by and between NCR Corporation and the registrant* | |
| 10.5 | Form of Patent License Agreement by and between NCR Corporation and the registrant* | |
| 10.6 | Form of Trademark License Agreement by and between NCR Corporation and the registrant* | |
| 10.7 | Form of the registrant’s 2023 Stock Incentive Plan* | |
| 21.1 | Subsidiaries of the registrant* | |
| 99.1 | Information Statement of the registrant, preliminary and subject to completion, dated May 10, 2023** | |
| 99.2 | Form of Notice of Internet Availability of Information Statement Materials* | |
| * | To be filed by amendment. |
| ** | Filed herewith. |
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Confidential Treatment Requested by NCR ATMCo
Pursuant to 17 C.F.R. Section 200.83
Exhibit Index
Exhibit Number | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement by and between NCR Corporation and the registrant* | |
| 3.1 | Form of Articles of Incorporation of the registrant* | |
| 3.2 | Form of By-laws of the registrant* | |
| 10.1 | Form of Transition Services Agreement by and between NCR Corporation and the registrant* | |
| 10.2 | Form of Tax Matters Agreement by and between NCR Corporation and the registrant* | |
| 10.3 | Form of Employee Matters Agreement by and between NCR Corporation and the registrant* | |
| 10.4 | Form of Technology License Agreement by and between NCR Corporation and the registrant* | |
| 10.5 | Form of Patent License Agreement by and between NCR Corporation and the registrant* | |
| 10.6 | Form of Trademark License Agreement by and between NCR Corporation and the registrant* | |
| 10.7 | Form of the registrant’s 2023 Stock Incentive Plan* | |
| 21.1 | Subsidiaries of the registrant* | |
| 99.1 | Information Statement of the registrant, preliminary and subject to completion, dated May 10, 2023** | |
| 99.2 | Form of Notice of Internet Availability of Information Statement Materials* | |
| * | To be filed by amendment. |
| ** | Filed herewith. |
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Confidential Treatment Requested by NCR ATMCo
Pursuant to 17 C.F.R. Section 200.83
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| NCR ATMCo, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
Date: , 2023
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