As filed with the Securities and Exchange Commission on August 21, 2007
Registration No. 001-33458
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
TERADATA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 75-3236470 | |
(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) | (Zip Code) |
(937) 445-5000
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND
ITEMS OF FORM 10
Our information statement is filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in our information statement.
Item No. | Caption | Location in Information Statement | ||
Item 1. | Business | See “Summary,” “Risk Factors,” “The Separation,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information” | ||
Item 1A. | Risk Factors | See “Risk Factors” | ||
Item 2. | Financial Information | See “Summary,” “Capitalization,” “Unaudited Pro Forma Balance Sheet,” “Index to Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
Item 3. | Properties | See “Business—Properties and Facilities” | ||
Item 4. | Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners and Management” | ||
Item 5. | Directors and Executive Officers | See “Management” | ||
Item 6. | Executive Compensation | See “Management” and “Certain Relationships and Related Party Transactions” | ||
Item 7. | Certain Relationships and Related Transactions and Director Independence | See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management,” “Management—Composition of the Board of Directors,” “Management—Committees of the Board of Directors,” and “Certain Relationships and Related Party Transactions” | ||
Item 8. | Legal Proceedings | See “Business—Legal Proceedings” | ||
Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “Summary,” “The Separation,” “Capitalization,” “Dividend Policy,” and “Description of Capital Stock” | ||
Item 10. | Recent Sales of Unregistered Securities | Not applicable | ||
Item 11. | Description of Registrant’s Securities to be Registered | See “The Separation,” “Dividend Policy” and “Description of Capital Stock” | ||
Item 12. | Indemnification of Directors and Officers | See “Management” and “Description of Capital Stock— Limitation on Liability of Directors and Indemnification of Directors and Officers” | ||
Item 13. | Financial Statements and Supplementary Data | See “Unaudited Pro Forma Balance Sheet” and “Index to Financial Statements” and the statements referenced therein |
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Item No. | Caption | Location in Information Statement | ||
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not Applicable | ||
Item 15. | Financial Statements and Exhibits | See “Unaudited Pro Forma Balance Sheet” and “Index to Financial Statements” and the statements referenced therein |
(a) | List of Financial Statements and Schedules. |
The following financial statements are included in the information statement and filed as part of this Registration Statement on Form 10:
(1) | Unaudited Pro Forma Balance Sheet of Teradata Corporation; and |
(2) | Financial Statements, including Report of Independent Registered Public Accounting Firm |
(b) | Exhibits. |
The following documents are filed as exhibits hereto:
Exhibit No. | Exhibit Description | |
2.1 | Form of Separation and Distribution Agreement between Teradata Corporation and NCR Corporation | |
3.1 | Form of Amended and Restated Certificate of Incorporation of Teradata Corporation | |
3.2 | Form of Amended and Restated By-laws of Teradata Corporation | |
10.1 | Form of Tax Sharing Agreement between Teradata Corporation and NCR Corporation | |
10.2 | Form of Interim Services and Systems Replication Agreement between Teradata Corporation and NCR Corporation | |
10.3 | Form of Employee Benefits Agreement between Teradata Corporation and NCR Corporation | |
10.4 | Form of Exclusive Patent Agreement | |
10.5 | Form of Patent License Agreement | |
10.6 | Form of Technology Agreement | |
10.7 | Teradata Corporation 2007 Stock Incentive Plan | |
10.8 | Teradata Corporation Employee Stock Purchase Plan | |
10.9 | Teradata Corporation Management Incentive Plan | |
10.10 | Teradata Change in Control Severance Plan | |
10.11 | Form of Stock Option Agreement under the Teradata Corporation 2007 Stock Incentive Plan | |
10.12 | Form of Restricted Stock Agreement under the Teradata Corporation 2007 Stock Incentive Plan | |
10.13 | Form of Restricted Stock Unit Agreement under the Teradata Corporation 2007 Stock Incentive Plan | |
10.14 | Form of Performance Based Restricted Stock Unit Agreement under the Teradata 2007 Stock Incentive Plan | |
10.15 | Form of Performance Based Restricted Stock Agreement under the Teradata 2007 Stock Incentive Plan | |
10.16 | Form of Master Agreement between Teradata Corporation and NCR Corporation for enterprise data warehousing sales and support | |
10.17 | Form of Network Support Agreement between Teradata Corporation and NCR Corporation |
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Exhibit No. | Exhibit Description | |
10.18 | Form of Service Provider Agreement between Teradata Corporation and NCR Corporation | |
10.19 | Form of Master Reseller Agreement between Teradata Corporation and NCR Corporation for Middle East and Africa | |
10.20 | Offer Letter to Michael Koehler | |
10.21 | Purchase and Manufacturing Services Agreement, effective April 27, 1998, by and between NCR Corporation and Solectron Corporation (filed as Exhibit 10.1 to NCR Corporation’s Form 10-Q (SEC File No. 001-00395) for the fiscal quarter ended June 30, 1998 and incorporated herein by reference) | |
10.22 | Amendment No. 1 to Purchase and Manufacturing Services Agreement, dated January 29, 2000, between NCR Corporation and Solectron Corporation (previously filed) | |
10.23 | Offer Letter to Stephen Scheppmann | |
21.1 | Subsidiaries of Teradata Corporation | |
99.1 | Information Statement of Teradata Corporation, subject to completion, dated August 21, 2007 |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
TERADATA CORPORATION | ||
By: | /s/ MICHAEL KOEHLER | |
Name: | Michael Koehler | |
Title: | President and Chief Executive Officer |
Dated: August 21, 2007
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EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
2.1 | Form of Separation and Distribution Agreement between Teradata Corporation and NCR Corporation | |
3.1 | Form of Amended and Restated Certificate of Incorporation of Teradata Corporation | |
3.2 | Form of Amended and Restated By-laws of Teradata Corporation | |
10.1 | Form of Tax Sharing Agreement between Teradata Corporation and NCR Corporation | |
10.2 | Form of Interim Services and Systems Replication Agreement between Teradata Corporation and NCR Corporation | |
10.3 | Form of Employee Benefits Agreement between Teradata Corporation and NCR Corporation | |
10.4 | Form of Exclusive Patent License Agreement | |
10.5 | Form of Patent License Agreement | |
10.6 | Form of Technology Agreement | |
10.7 | Teradata Corporation 2007 Stock Incentive Plan | |
10.8 | Teradata Corporation Employee Stock Purchase Plan | |
10.9 | Teradata Corporation Management Incentive Plan | |
10.10 | Teradata Change in Control Severance Plan | |
10.11 | Form of Stock Option Agreement under the Teradata Corporation 2007 Stock Incentive Plan | |
10.12 | Form of Restricted Stock Agreement under the Teradata Corporation 2007 Stock Incentive Plan | |
10.13 | Form of Restricted Stock Unit Agreement under the Teradata Corporation 2007 Stock Incentive Plan | |
10.14 | Form of Performance Based Restricted Stock Unit Agreement under the Teradata 2007 Stock Incentive Plan | |
10.15 | Form of Performance Based Restricted Stock Agreement under the Teradata 2007 Stock Incentive Plan | |
10.16 | Form of Master Agreement between Teradata Corporation and NCR Corporation for enterprise data warehousing sales and support | |
10.17 | Form of Network Support Agreement between Teradata Corporation and NCR Corporation | |
10.18 | Form of Service Provider Agreement between Teradata Corporation and NCR Corporation | |
10.19 | Form of Master Reseller Agreement for Middle East and Africa between Teradata Corporation and NCR Corporation | |
10.20 | Offer Letter to Michael Koehler | |
10.21 | Purchase and Manufacturing Services Agreement, effective April 27, 1998, by and between NCR Corporation and Solectron Corporation (filed as Exhibit 10.1 to NCR Corporation’s Form 10-Q (SEC File No. 001-00395) for the fiscal quarter ended June 30, 1998 and incorporated herein by reference) | |
10.22 | Amendment No. 1 to Purchase and Manufacturing Services Agreement, dated January 29, 2000, between NCR Corporation and Solectron Corporation (previously filed) | |
10.23 | Offer Letter to Stephen Scheppmann | |
21.1 | Subsidiaries of Teradata Corporation | |
99.1 | Information Statement of Teradata Corporation, subject to completion, dated August 21, 2007 |
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