As filed with the Securities and Exchange Commission on May 17, 2024 | ||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________
TERADATA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 75-3236470 | ||||
| (State or Other Jurisdiction of | (I.R.S. Employer | ||||
| Incorporation or Organization) | Identification Number) | ||||
_______________
17095 Via Del Campo
San Diego, California 92127
(Address, including zip code, of Registrant’s Principal Executive Offices)
TERADATA 2023 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED ON FEBRUARY 23, 2024)
(Full title of plan)
_______________
Margaret A. Treese
Chief Legal Officer and Secretary
Teradata Corporation
17095 Via Del Campo
San Diego, California 92127
(866) 548-8348
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ý | Accelerated filer | ¨ | |||||||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ☐ | |||||||||||||||||
| 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 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed to register an additional 3,480,000 shares of common stock, $0.01 par value per share (“Common Stock”), of Teradata Corporation, a Delaware corporation (the “Company”), that may be issued or sold under the Teradata 2023 Stock Incentive Plan (Amended and Restated on February 23, 2024) (the “Amended Plan”).
The Company initially registered 5,975,890 shares of Common Stock for issuance under the Teradata 2023 Stock Incentive Plan on a Form S-8 Registration Statement (File No. 333-271867) (the “Original Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2023. Pursuant to General Instruction E of Form S-8, the contents of the Original Registration Statement are incorporated herein by reference, except that the provisions contained in Part II of the Original Registration Statement are modified as set forth in this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
____________________
| * | As permitted under Rule 428 under the Securities Act and the Note to Part I of Form S-8, this Registration Statement omits the information specified in Part I of this Registration Statement. | ||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Teradata Corporation (the “Company” or the “Registrant”) with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
1. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
2. The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024.
3. The Company’s Current Report on Form 8-K filed with the SEC on April 5, 2024.
4. The description of the Company’s Common Stock set forth in Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and including any further amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company (other than portions of such documents which are furnished and not filed) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all of the 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 part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the Common Stock offered pursuant to the Amended Plan will be passed upon for the Company by Angela D. Snavely, an employee of the Company and its Vice President, Chief Corporate and Governance Counsel and Assistant Secretary. Ms. Snavely is eligible to participate in the Amended Plan and also owns other rights to purchase shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Incorporated by reference to Item 6 of the Original Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
INDEX TO EXHIBITS
| Exhibit Number | Description of Exhibit | ||||
23.2 | Consent of Angela D. Snavely (contained in her opinion filed as Exhibit 5.1)* | ||||
______________
*Filed herewith.
ITEM 9. UNDERTAKINGS.
Incorporated by reference to Item 9 of the Original Registration Statement.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, and State of California, on the 17th day of May, 2024.
TERADATA CORPORATION
By: /s/ Margaret A. Treese
Margaret A. Treese
Chief Legal Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||||||
/s/ Stephen McMillan Stephen McMillan | Director, President and Chief Executive Officer (Principal Executive Officer) | May 17, 2024 | ||||||
/s/ Claire Bramley Claire Bramley | Chief Financial Officer (Principal Financial and Accounting Officer) | May 17, 2024 | ||||||
/s/ Margaret A. Treese Margaret A. Treese As attorney-in-fact for Lisa R. Bacus, Timothy C.K. Chou, Daniel R. Fishback, Michael P. Gianoni, Todd E. McElhatton, Kimberly K. Nelson, Joanne B. Olsen and John G. Schwarz | Directors | May 17, 2024 | ||||||
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