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): July 31, 2008
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 or organization) |
(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 (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 8.01. | Other Events. |
On July 31, 2008, William R. Nuti, Chairman of the Board of Directors, Chief Executive Officer and President of NCR Corporation, a Maryland corporation (“NCR” or the “Company”), entered into a pre-arranged stock trading plan (the “Plan”) to sell a portion of the Company stock he owns as part of his individual long-term strategy for asset diversification and liquidity. Following completion of trades under the Plan, Mr. Nuti will continue to hold a substantial equity interest in NCR. The Plan was adopted in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, as well as the Company’s policies with respect to sales of shares held by insiders.
The transactions under the Plan will commence no earlier than October 1, 2008 and will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. The Form 4 filings will also be posted on the NCR Investor Relations Web site.
A copy of NCR’s press release announcing the adoption of the Plan is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits
The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 |
Press release dated July 31, 2008 |
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: July 31, 2008 | By: | /s/ Anthony Massetti | ||||||
| Anthony Massetti | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
 |
1700 South Patterson Boulevard Dayton, OH 45479
NEWS RELEASE |
| For media information:
Janet Brewer NCR Corporation (937) 445-6779 janet.brewer@ncr.com |
For investor information:
Gavin Bell NCR Corporation (937) 445-3276 gavin.bell@ncr.com |
For Release on July 31, 2008
NCR CEO Establishes Rule 10b5-1 Stock Trading Plan
DAYTON, Ohio – NCR Corporation (NYSE: NCR) announced today that William R. Nuti, the company’s chairman, chief executive officer and president, has adopted a pre-arranged stock trading plan to sell a portion of his company stock over time as part of his individual long-term strategy for asset diversification and liquidity. Following completion of trades under the plan, Mr. Nuti will continue to hold a substantial equity interest in NCR. The stock trading plan was adopted in accordance with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended, as well as the company’s policies with respect to sales of shares held by insiders.
Rule 10b5-1 allows corporate officers and directors to adopt written, pre-arranged stock trading plans when they do not have material, non-public information. Using these plans, insiders can gradually diversify their investment portfolios, can spread stock trades out over an extended period of time to reduce any market impact and, provided they have no material, non-public information when they file their plans, can avoid concerns about whether they have material, non-public information when their stock is later sold.
The transactions under this plan will commence no earlier than October 1, 2008 and will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. The Form 4 filings will also be posted on the NCR Investor Relations Web site.
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About NCR Corporation
NCR Corporation (NYSE: NCR) is a global technology company leading how the world connects, interacts and transacts with business. NCR’s assisted- and self-service solutions and comprehensive support services address the needs of retail, financial, travel, healthcare, hospitality, gaming and public sector organizations in more than 100 countries. NCR (www.ncr.com) is headquartered in Dayton, Ohio.
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NCR is a trademark of NCR Corporation in the United States and other countries.
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