EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by NCR Voyix Corporation (the Registrant or the
Company), relating to 2,559,247 shares of its common stock, par value $0.01 per share (Common Stock), issuable to certain officers and employees of the Company and its subsidiaries or affiliates upon the
settlement of restricted stock unit awards of the Company received in connection with the adjustment of outstanding equity awards of the Company in connection with the spin-off of NCR Atleos Corporation from
the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. |
INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents of the Registrant filed with the Securities and Exchange Commission (the Commission) are incorporated in this
Registration Statement by reference and made a part hereof:
(a) Annual Report on Form
10-K for the fiscal year ended December
31, 2022, as filed with the Commission on February 27, 2023, including portions of the Registrants Proxy Statement on Schedule
14A, to the extent incorporated by reference into such Annual Report on Form 10-K, as filed with the Commission on March 22, 2023;
(b) Quarterly Reports on Form 10-Q, as filed with the Commission on May
5, 2023, August
2, 2023 and November 14, 2023;
(c) Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 and Item 7.01
thereof), as filed with the Commission on January
5, 2023, February 17, 2023, March
13, 2023, April 17, 2023, May
8, 2023, May 22, 2023, as amended by Form 8-K/A, filed with
the Commission on May
22, 2023, September
5, 2023, September
7, 2023, September
18, 2023, September
22, 2023, September
25, 2023, September
27, 2023, September
28, 2023, October
17, 2023, October
20, 2023, November
7, 2023 and December 11, 2023; and
(d) The description of the Registrants Common Stock contained in Exhibit
4.7 to the Registrants Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, as filed with the Commission on February 27, 2023.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents
(such documents, and the documents listed above, being hereinafter referred to as Incorporated Documents); provided, however, that the documents listed above or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Registrants Annual Report on Form 10-K covering such year shall cease to be Incorporated Documents or to be incorporated by reference in this Registration Statement from and after the filing of such Annual Reports.