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Form 8-K NCR CORP For: May 23

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May 23, 2016 4:19 PM EDT



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): May 23, 2016


NCR CORPORATION
(Exact name of registrant as specified in its charter)


Commission File Number 001-00395

Maryland
31-0387920
(State or other jurisdiction
of incorporation)
(IRS Employer
Identification No.)

3097 Satellite Boulevard
Duluth, GA 30096
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (937) 445-5000

N/A
(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))



Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Articles Supplementary

On May 23, 2016, NCR Corporation (the “Company”) filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland (the “SDAT”). The Articles Supplementary reclassified the Company’s Series A Junior Participating Preferred Stock, shares of which were never issued, into authorized but undesignated shares of preferred stock. The filing of the Articles Supplementary, and reclassification of the Company’s Series A Junior Participating Preferred Stock, had no effect on the terms of the Company’s common stock or Series A Convertible Preferred Stock.

The foregoing description of the Articles Supplementary is qualified in its entirety by reference to a copy of such Articles Supplementary filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

Articles of Amendment and Restatement

On May 23, 2016, immediately following the Articles Supplementary being accepted for record by the SDAT, the Company filed Articles of Amendment and Restatement with the SDAT. The Articles of Amendment and Restatement eliminate the classification of the Company’s Board of Directors and provide for annual election of all directors elected at or after the Company’s 2017 Annual Meeting of Stockholders. As a result, beginning with the 2017 Annual Meeting, directors will be elected for a term ending at the next annual meeting of stockholders following their election. This change does not abrogate, shorten or otherwise affect the term of any director elected before the 2017 Annual Meeting.

The Articles of Amendment and Restatement also update the current size of the Company’s Board of Directors, the Company’s current principal office address in the State of Maryland and the Company’s current agent for service of process, and incorporate the Articles Supplementary for the Company’s Series A Convertible Preferred Stock as an exhibit thereto. The filing of the Articles of Amendment and Restatement had no effect on the terms of the Company’s common stock or Series A Convertible Preferred Stock.

As disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2016, the amendment and restatement of the Company’s charter was approved at the Company’s 2016 Annual Meeting of Stockholders by the affirmative vote of not less than 80% of the voting power of all shares of the outstanding stock of the Company entitled to vote generally in the election of directors, voting together as a single class. The Company expects to include a copy of the Articles of Amendment and Restatement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits:

The following exhibits are attached with this current report on Form 8-K:

Exhibit No.
Description
 
 
3.1
Articles Supplementary of NCR Corporation



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.




Dated: May 23, 2016
NCR Corporation


By: /s/ Edward Gallagher
Edward Gallagher
Senior Vice President, General Counsel and Corporate Secretary




Index to Exhibits

The following exhibits are attached with this current report on Form 8-K:

Exhibit No.
Description
 
 
3.1
Articles Supplementary of NCR Corporation



Exhibit 3.1
NCR CORPORATION

ARTICLES SUPPLEMENTARY

NCR Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation that:

FIRST:    Under a power contained in Article IV of the charter of the Corporation (the “Charter”), the Board of Directors, by duly adopted resolutions, reclassified and designated all of the authorized (but currently unissued) shares of Series A Junior Participating Preferred Stock, par value $.01 per share (the “Series A Junior Participating”) as shares of Preferred Stock, par value $.01 per share, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as set forth in the Charter.

SECOND:    The shares of Series A Junior Participating have been reclassified and designated by the Board of Directors under the authority contained in the Charter.

THIRD:    These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.



-Signature page follows-



IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Senior Vice President, General Counsel and Corporate Secretary, and attested to by its Assistant Secretary, on this 23rd day of May, 2016.



ATTEST:    NCR CORPORATION:




/s/ Justin Heineman        By: /s/ Edward Gallagher (SEAL)
Name: Justin Heineman        Name: Edward Gallagher     
Title: Assistant Secretary        Title: SVP and General Counsel


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