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): August 14, 2002
NCR CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 001-00395
Maryland 31-0387920
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
Item 5. Other Events.
On August 13, 2002, Lars Nyberg, Chairman and Chief Executive Officer
of NCR Corporation (the "Company"), and Earl Shanks, Senior Vice President and
Chief Financial Officer of the Company, signed and filed sworn statements with
the U.S. Securities and Exchange Commission (the "SEC") as required under the
SEC's Order No. 4-460 pursuant to Section 21(a)(1) of the Securities Exchange
Act of 1934. Copies of these sworn statements are included as Exhibits 99.1 and
99.2 to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings.
99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings.
99.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
Item 9. Regulation FD Disclosure.
On August 14, 2002, the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2002, was filed with the SEC and accompanied by the
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, signed by Messrs. Lars Nyberg and Earl
Shanks, Chairman and Chief Executive Officer and Senior Vice President and Chief
Financial Officer of the Company, respectively. A copy of this certification is
included as Exhibit 99.3 to this Current Report on Form 8-K and is disclosed
pursuant to Regulation FD (17 C.F.R. 243.100-243.103).
Exhibit Index
Exhibit Number Description
-------------- -----------
99.1 Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange Act
Filings.
99.2 Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act
Filings.
99.3 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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: August 14, 2002 By: /s/ Earl Shanks
--------------------------
Senior Vice President
and Chief Financial Officer