SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 4, 2012
(Exact Name of Registrant as Specified in Charter)
Registrant's telephone number, including area code: (937) 445-5000
(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):
Item 8.01. Other Events.
On December 4, 2012, the Company issued a press release announcing its intention to offer $400 million aggregate principal amount of senior notes due 2021 (the “Notes”), subject to market and customary conditions. The Notes will be general unsecured senior obligations of NCR Corporation and will be guaranteed by NCR International, Inc., a Delaware corporation, and Radiant Systems, Inc., a Georgia corporation.
The Company intends to use the net proceeds from the offering, together with cash and additional borrowings under the Company's revolving credit facility, to finance the acquisition of Retalix, Ltd. (“Retalix”). If the acquisition of Retalix is not consummated, the Company intends to use the net proceeds of this offering for general corporate purposes, which the Company expects to include funding a contribution to the Company's global pension plans.
A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
The notes and the related subsidiary guarantees have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is attached with this current report on Form 8-K:
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.
Date: December 4, 2012