8-K
Xerox Holdings Corp false 0001770450 0001770450 2021-09-09 2021-09-09

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): September 9, 2021

 

LOGO

XEROX HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

New York   001-39013   83-3933743

(State or other

jurisdiction

of incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

P. O. Box 4505, 201 Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 203-849-5216

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):

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

  Trading Symbol  

 

Name of each exchange

        on which registered        

Xerox Holdings Common Stock, $1.00 par value   XRX   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing.

(d)

On September 9, 2021, Xerox Holdings Corporation (“Xerox”), acting pursuant to authority from its Board of Directors, determined to voluntarily withdraw the principal listing of Xerox’s common stock, par value $1 per share (the “Common Stock”) from the New York Stock Exchange (“NYSE”) and transfer the listing to The Nasdaq Global Select Market (“Nasdaq”). Xerox expects that listing and trading of its common stock on NYSE will end at market close on September 20, 2021, and that trading will begin on Nasdaq at market open on September 21, 2021.

The Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the stock symbol “XRX.”

Item 7.01 Regulation FD Disclosure.

Xerox issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Stock to Nasdaq.

The information contained in Item 7.01 of this Report and in Exhibit 99.1 to this Report shall not be deemed “filed” with the Commission for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

 

Item 9.01.    Financial

Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
   Description
99.1    Xerox press release dated September 9, 2021 regarding transfer of listing of its common stock from NYSE to Nasdaq
104    Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

 

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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.

 

XEROX HOLDINGS CORPORATION
By:       /s/ Douglas H. Marshall          
  Name:  Douglas H. Marshall
  Title:    Secretary

Date: September 9, 2021

 

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EX-99.1

Exhibit 99.1

 

News from Xerox Holdings Corporation    LOGO
  

Xerox Holdings Corporation

201 Merritt 7

Norwalk, CT 06851-1056

Xerox Transfers Stock Exchange Listing from NYSE to Nasdaq

Move provides greater alignment with company’s focus on standing up new businesses and monetizing innovation

NORWALK, Conn. September 9, 2021 — Xerox Holdings Corporation announced today the company will transfer its common stock listing (XRX) from the New York Stock Exchange (NYSE) to the Nasdaq Global Select Market, effective upon market open September 21. The company will continue being listed under the ticker symbol “XRX” after the transfer occurs.

While Xerox continues to deliver workplace products and services for its network of global customers and partners, the company is leveraging its research and development capabilities to advance a variety of new technologies aimed at solving the world’s biggest challenges. Priority areas of focus include digital transformation, augmented reality, robotic process automation, additive manufacturing, Industrial internet of Things and cleantech.

“Xerox’s focus on services, software, financing and innovation indicates the direction we’re taking our business for the future. We’re challenging the status quo by developing and leveraging new innovations to create solutions that address major secular challenges across industries,”said John Visentin, vice chairman and chief executive officer at Xerox. “I want to thank the NYSE, our listing exchange for the last 60 years, for its partnership.”

“As a longstanding technology leader, Xerox is continuing to innovate and serve as a champion for its people, customers and shareholders,” said Adena Friedman, president and chief executive officer of Nasdaq. “Xerox’s listing on Nasdaq will allow them to continue creating value for all stakeholders. We’re proud to welcome them to the Nasdaq family.”

About Xerox Holdings Corporation (NASDAQ: XRX)

For more than 100 years, Xerox has continually redefined the workplace experience. Harnessing our leadership position in office and production print technology, we’ve expanded into software and services to sustainably power today’s workforce. From the office to industrial environments, our differentiated business solutions and financial services are designed to make every day work better for clients — no matter where that work is being done. Today, Xerox scientists and engineers are continuing our legacy of innovation with disruptive technologies in digital transformation, augmented reality, robotic process automation, additive manufacturing, Industrial Internet of Things and cleantech. Learn more at xerox.com.

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Media Contact: Callie Ferrari, APR, Xerox, +1-203-849-5254, Callie.Ferrari@xerox.com


Investor Contact: David Beckel, Xerox, +1-203-849-2318, David.Beckel@xerox.com

Note: To receive RSS news feeds, visit https://www.news.xerox.com. For open commentary, industry perspectives and views, visit http://www.linkedin.com/company/xerox, http://twitter.com/xerox, http://www.facebook.com/XeroxCorp, https://www.instagram.com/xerox/, http://www.youtube.com/XeroxCorp.

Xerox® is a trademark of Xerox in the United States and/or other countries.

 

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