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): March 9, 2006
XEROX CORPORATION
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(Exact name of registrant as specified in its charter)
New York 1-4471 16-0468020
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
800 Long Ridge Road
P.O. BOX 1600
Stamford, Connecticut 06904-1600
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 968-3000
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On March 9, 2006, we entered into a technology agreement with Fuji Xerox Co.,
Ltd. ("Fuji Xerox") that will become effective on April 1, 2006 (the "2006
Technology Agreement"). Fuji Xerox is an unconsolidated entity in which we
currently own 25% and Fuji Photo Film Co., Ltd. owns 75%. Pursuant to the 2006
Technology Agreement, we grant to Fuji Xerox (a) a license of our xerographic
intellectual property rights, and an option to receive a license of our
non-xerographic intellectual property rights, in each case, to manufacture and
market document processing products in Fuji Xerox's territory, as defined, and
(b) a license to use our trademarks to manufacture and market xerographic and
non-xerographic document processing products in Fuji Xerox's territory.
Pursuant to the 2006 Technology Agreement, Fuji Xerox grants to us (a) a
license of Fuji Xerox's xerographic intellectual property rights, and an option
to receive a license of Fuji Xerox's non-xerographic intellectual property
rights, in each case, to manufacture and market document processing products in
any territory that is not in Fuji Xerox's territory, and (b) a license to use
any Fuji Xerox trademarks in connection with document processing activities, as
defined, in any territory that is not in Fuji Xerox's territory.
The 2006 Technology Agreement provides that Fuji Xerox will pay us a royalty
that is based on Fuji Xerox's adjusted revenue, as described in the 2006
Technology Agreement. In general, all other existing agreements with respect to
intellectual property between the parties will remain in full force and effect.
Therefore, all technology licenses previously granted between the parties will
not be subject to the 2006 Technology Agreement but will generally remain
subject to the terms of any such prior arrangements. The only exception is that
the licenses previously granted under the 1999 Technology Agreement will be
converted into fully paid-up and royalty free licenses.
The initial term of the 2006 Technology Agreement is five years and would be
automatically extended for additional five-year terms unless a party gives
prior notice to the other of its intention to terminate the agreement at the
end of any given term.
The foregoing is a summary description of the terms of the 2006 Technology
Agreement and by its nature is incomplete, does not purport to describe in full
all provisions of the 2006 Technology Agreement and is qualified in all
respects by the redacted version of the 2006 Technology Agreement, a copy of
which has been filed as an exhibit to this Current Report and is incorporated
herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 2006 Technology Agreement, effective as of April 1, 2006, by and
between Xerox Corporation and Fuji Xerox Co., Ltd.**
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** Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission under
Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
portions of this exhibit have been separately filed with the Securities and
Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 9, 2006
XEROX CORPORATION
By:/s/ Gary R. Kabureck
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Gary R. Kabureck
Vice President and Chief
Accounting Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 2006 Technology Agreement, effective as of April 1, 2006,
by and between Xerox Corporation and Fuji Xerox Co., Ltd.**
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** Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission under
Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted
portions of this exhibit have been separately filed with the Securities and
Exchange Commission.