Current Report Filing (8-k)
May 06 2019 - 4:26PM
Edgar (US Regulatory)
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): May 6, 2019
CONDUENT INCORPORATED
(Exact name of registrant as specified in its charter)
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New York
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001-37817
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81-2983623
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100 Campus Drive, Suite 200
Florham Park, New Jersey
07932
(Address of
principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(844) 663-2638
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (CFR
240.12b-2).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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CNDT
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New York Stock Exchange
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Item 1.01.
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Entry into a Material Definitive Agreement
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As previously reported, on February 18, 2019, Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), Conduent State Healthcare, LLC (f/k/a
Xerox State Healthcare, LLC, f/k/a ACS State Healthcare, LLC), Conduent Incorporated (the Company and, collectively with the other defendants identified above, the Conduent Defendants) and Xerox Corporation (together with the
Conduent Defendants, the Defendants) entered into a settlement agreement and release with the State of Texas, via the Texas Office of Attorney General (the State) in the 53rd Judicial District Court of Travis County, Texas
related to claims alleged to have resulted from failures by the Defendants or Texas Medicaid & Healthcare Partnership to comply with obligations under two contracts between Conduent State Healthcare, LLC and the HHSC entered into in 2003
and 2010 (the State Action).
On May 6, 2019, the Defendants entered into the First Amendment to Settlement Agreement and Release between
Defendants and the State (the Agreement). Pursuant to the terms of the Agreement, the amount paid to the State in full settlement of the State Action will be paid as follows: (1) $40,000,000 on or before April 15, 2019 (which the
Conduent Defendants have already paid); (2) $77,971,000 on or before May 15, 2019 (the First Payment); and (3) $117,971,000.00 on or before January 15, 2020 (the Second Payment). In order to secure the Second
Payment, the Conduent Defendants will provide bank issued letters of credit to the State in the full amount of the Second Payment (the LCs) which the State can present for payment to the issuing banks if the Company does not make the
Second Payment. On the 91
st
day following receipt of the First Payment and the LCs, the State will file a dismissal with prejudice dismissing the State Action and fully release and discharge the
Defendants.
A copy of the Agreement is filed as Exhibit 10.7(b) to this Current Report on Form
8-K
and is
incorporated herein by reference. The description of the Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Agreement. Additional information about the lawsuit can be found
under the caption Legal Proceedings in the Companys Annual Report on Form
10-K
for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on February 28, 2019.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Forward-Looking Statements
This Report and any exhibits to this Report may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of
1995. The words anticipate, believe, estimate, expect, intend, will, should and similar expressions, as they relate to us, are intended to identify forward-looking
statements. These statements reflect managements current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include, but are not limited to: government
appropriations and termination rights contained in our government contracts; our ability to renew commercial and government contracts awarded through competitive bidding processes; our ability to recover capital and other investments in connection
with our contracts; our ability to attract and retain necessary technical personnel and qualified subcontractors; our ability to deliver on our contractual obligations properly and on time; competitive pressures; our significant indebtedness;
changes in interest in outsourced business process services; our ability to obtain adequate pricing for our services and to improve our cost structure; claims of infringement of third-party intellectual property rights; the failure to comply with
laws relating to individually identifiable information, and personal health information and laws relating to processing certain financial transactions, including payment card transactions and debit or credit card transactions; breaches of our
information systems or security systems or any service interruptions; our ability to estimate the scope of work or the costs of performance in our contracts; our continuing emphasis on and shift toward
technology-led
digital transactions; customer decision-making cycles and lead time for customer commitments; our ability to collect our receivables for unbilled services; a decline in revenues from or a loss
or failure of significant clients; fluctuations in our
non-recurring
revenue; our failure to maintain a satisfactory credit rating; our ability to attract and retain key employees; increases in the cost of
telephone and data services or significant interruptions in such services; our failure to develop new service offerings; our ability to modernize our information technology infrastructure and consolidate data centers; our ability to comply with data
security standards; our ability to receive dividends or other payments from our subsidiaries; changes in tax and other laws and regulations; changes in government regulation and economic, strategic, political and social conditions; changes in U.S.
GAAP or other applicable accounting policies; and other factors that are set forth in the Risk Factors section, the Legal Proceedings section, the Managements Discussion and Analysis of Financial Condition and
Results of Operations section and other sections in our 2018 Annual Report on
Form 10-K,
as well as in our Current Reports on
Form 8-K
filed with the
Securities and Exchange Commission. Any forward-looking statements made by us in this report speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our
forward-looking statements, whether as a result of new information, subsequent events or otherwise.
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
hereunto duly authorized.
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CONDUENT INCORPORATED
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Date: May 6, 2019
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By:
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/s/ J. Michael Peffer
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J. Michael Peffer
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Secretary
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