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Current Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 19, 2007

 

NCR CORPORATION

(Exact Name of Registrant Specified in Charter)

 

Commission File Number 001-00395

 

Maryland   31-0387920

(State or Other Jurisdiction

of Incorporation)

  

(I.R.S. Employer

Identification No.)

1700 S. Patterson Blvd.

Dayton, Ohio 45479

(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:

 

¨ 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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 28, 2007, NCR Corporation (“NCR”) announced that a record date of September 14, 2007 and a distribution date of September 30, 2007 had been set for the spin-off of Teradata Corporation, its wholly-owned subsidiary. To complete the spin-off, during a “blackout period” that will begin at 4:00 p.m., Eastern time, on Friday, September 28, 2007 and is expected to end on Friday, October 5, 2007, participants in NCR’s 401(k) Savings Plan will be unable to direct or diversify investments in, or obtain a distribution from, the NCR Unitized Stock Fund in the NCR 401(k) Savings Plan. A notice to directors and executive officers of a general trading suspension during the same period, dated September 19, 2007, is attached hereto as Exhibit 99.1 and is incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

Exhibits:

The following exhibit is attached with this current report on Form 8-K:

 

Exhibit No.

   

Description

99.1

    Regulation BTR Trading Blackout Notice

 

2

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.

 

    NCR Corporation
Dated: September 19, 2007   By:  

/s/ Nelson F. Greene

    Nelson F. Greene
    Vice President, Deputy General Counsel and Assistant Secretary

 

3

Index to Exhibits

 

Exhibit No.

   

Description

99.1

    Regulation BTR Trading Blackout Notice

 

4

Regulation BTR Trading Blackout Notice

Exhibit 99.1

Important Notice To Directors and Executive Officers of

NCR Corporation

Concerning the Blackout Period Under the

NCR 401(k) Savings Plan

September 19, 2007

In connection with the spin off of Teradata Corporation, there will be a period of time when NCR 401(k) Savings Plan participants will be unable to direct or diversify their investments in, or obtain a distribution from, or take loans of money invested in, the NCR Unitized Stock Fund in the NCR 401(k) Savings Plan (the “Plan”). This period is required in order to ensure that Plan balances are processed accurately at Fidelity Investments® in connection with the spin off. This period will begin at 4:00 P.M., Eastern Time, on Friday, September 28, 2007, and is expected to end on Friday, October 5, 2007.

This period during which Plan participants will be unable to exercise these rights will qualify as a “blackout period” under the Securities and Exchange Commission’s Regulation BTR. Regulation BTR requires us to prohibit during this blackout period NCR Corporation’s directors and executive officers from buying, selling, trading or otherwise transferring NCR common stock (including options and other derivatives based on Company stock) acquired in connection with their service as a director or executive officer. Regulation BTR also requires that we send this notice to you. Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest.

Please note that, as previously communicated to you, all trading by NCR directors and executive officers is already prohibited under NCR’s Insider Trading Policy during the quarterly insider trading blackout period which is expected to lift on November 1, 2007. Regulation BTR, however, imposes additional penalties, such as criminal penalties and a requirement to disgorge all profits, on trades that occur during a Regulation BTR blackout period.

We will notify you of any changes that affect the dates of the BTR blackout period. If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, please contact Ned Greene at 937-445-4276.