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Current Report

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 24, 2005

 

 

 

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On July 24, 2005, Lars Nyberg advised NCR Corporation (the “Company”) that he planned to resign as a member of the Board of Directors of the Company (the “Board”). Mr. Nyberg is resigning for personal reasons and not because of any disagreement on any matter relating to the Company’s operations, policies or practices.

 

Item 8.01 Other Events.

 

On July 27, 2005, the Board requested that Mr. Nyberg remain a director of the Company through the conclusion of the regular meeting of the Board on October 26, 2005. Mr. Nyberg agreed to the Board’s request and the Board accepted Mr. Nyberg’s resignation as of the conclusion of the regular meeting of the Board on October 26, 2005. In connection with Mr. Nyberg’s pending resignation, the Board removed Mr. Nyberg as Chairman of the Board, effective immediately, and appointed James M. Ringler Chairman of the Board, effective immediately, to serve in such capacity in addition to his current role as President and Interim Chief Executive Officer of the Company.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit
Number
   

Description of Exhibits

99.1    Press release dated July 28, 2005

SIGNATURES

 

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 thereunto duly authorized.

 

    NCR CORPORATION
Date: July 28, 2005   By:  

/s/ Jonathan S. Hoak

        Jonathan S. Hoak
        Senior Vice President, General Counsel and Secretary
Press release dated July 28, 2005

Exhibit 99.1

 

LOGO  

1700 South Patterson Boulevard

Dayton, OH 45479

 

NEWS RELEASE

 

For further media information:

   For investor information:

 

John Hourigan

   Gregg Swearingen

937-445-2078

   937-445-4700
john.hourigan@ncr.com   gregg.swearingen@ncr.com

 

For Release on July 28, 2005

 

James Ringler Named NCR Chairman

 

DAYTON, Ohio – NCR Corporation (NYSE: NCR) today announced that James (Jim) M. Ringler has been named chairman of the NCR board of directors effective immediately. He replaces Lars Nyberg who has decided to retire from the company after repatriating to Sweden last year. Ringler, retired vice chairman of Illinois Tool Works, Inc., joined the NCR board in 2003 and is currently serving as interim chief executive officer (CEO) as the company completes its search for a new CEO.

 

At the request of the board, Nyberg will remain a director of the company through the conclusion of the Oct. 26, 2005, board meeting.

 

About NCR Corporation

 

NCR Corporation (NYSE: NCR) is a leading global technology company helping businesses build stronger relationships with their customers. NCR’s ATMs, retail systems, Teradata® data warehouses and IT services provide Relationship Technology™ solutions that maximize the value of customer interactions and help organizations create a stronger competitive position. Based in Dayton, Ohio, NCR (www.ncr.com) employs approximately 28,300 people worldwide.

 

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NCR and Teradata are trademarks or registered trademarks of NCR Corporation in the United States and other countries.