SEC Comment Letter for NCR Voyix Corp (VYX, NCRRP) (CIK 0000070866) (VYX) — Oct 11, 2012
NCR Voyix Corp (VYX, NCRRP) (CIK 0000070866)
Date: Oct. 11, 2012 · CIK: 0000070866 · Accession: 0000000000-12-056106
AI Filing Summary & Sentiment
Referenced dates: July 15, 2009, September 11, 2012, September 25, 2012
Letter
October 10, 2012 Via E -mail Robert Fishman Senior Vice President and Chief Financial Officer NCR Corporation 3097 Satellite Boulevard Duluth, GA 30096
Re: NCR Corporation Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 28, 2012 File No. 1 -00395 Response Letter Dated September 25, 2012
Dear Mr. Fishman:
We have reviewed your response letter and have the following comments.
Please respond to this letter within ten business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments.
General
1. You state in response to comment 1 in our letter dated September 11, 2012 that certain information you provided to us in your letters dated July 15, 2009 and August 6, 2009 was inaccurate. Please tell us when and how you became aware that you were selling and/or had sold goods and services in Syria directly, through your Syrian branch office. Please also tell us the reaso ns you were not aware of your direct sales in Syria through your Syrian branch office, including sales to Syrian government customers, at the time of your 2009 letters.
2. You state in response to comment 1 in our letter dated September 11, 2012 that you had “direct business contacts with entities controlled by the Government of Syria” during the time period covered by your 2009 responses. Please identify for us the entities to which you refer. To the extent that you are able, noting your ongoing internal i nvestigation, please also tell us the nature of those contacts and the time period, both preceding and subsequent to your 2009 responses, during which you had the contacts.
Robert Fishman NCR Corporation October 10 , 2012 Page 2
3. You state in response to comment 1 in our letter dated September 11, 2012 that you w ill request authorization from OFAC for “closure of bank accounts that have been maintained in blocked banks.” Please identify for us the blocked banks to which you refer and , to the extent that you are able, noting your ongoing internal i nvestigation, describe to us the nature of the accounts and of any other transactions in which you have engaged with th ose banks .
4. You state in response to comment 4 in our letter dated September 11, 2012 that “(y)our stock price made no significant move on Monday, August 13, 2012,” after the publication by the Wall Street Journal of articles abo ut the whistleblower complaints against you concerning Syria. We are aware of news articles reporting that on August 14, 2012, your stock was downgraded by an analyst from “Outperform” to “Neutral” in view of allegations including those related to Syria a nd possible sanctions violations, and that following the analyst’s report your stock price fell appreciably that day. Please expand your response to our prior comment 4 to address this apparent impact of your corporate activities, including your Syria ope rations and possible sanctions violations, upon your share price.
5. Please provide the written statement from the company that we requested at the end of our letter dated September 11, 2012.
Please contact Pradip Bhaumik, Special Counsel, at (202) 551-3333 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Show Raw Text
October 10, 2012
Via E -mail
Robert Fishman
Senior Vice President and Chief Financial Officer
NCR Corporation
3097 Satellite Boulevard
Duluth, GA 30096
Re: NCR Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 1 -00395
Response Letter Dated September 25, 2012
Dear Mr. Fishman:
We have reviewed your response letter and have the following comments.
Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
General
1. You state in response to comment 1 in our letter dated September 11, 2012 that certain
information you provided to us in your letters dated July 15, 2009 and August 6, 2009
was inaccurate. Please tell us when and how you became aware that you were selling
and/or had sold goods and services in Syria directly, through your Syrian branch office.
Please also tell us the reaso ns you were not aware of your direct sales in Syria through
your Syrian branch office, including sales to Syrian government customers, at the time of
your 2009 letters.
2. You state in response to comment 1 in our letter dated September 11, 2012 that you had
“direct business contacts with entities controlled by the Government of Syria” during the
time period covered by your 2009 responses. Please identify for us the entities to which
you refer. To the extent that you are able, noting your ongoing internal i nvestigation,
please also tell us the nature of those contacts and the time period, both preceding and
subsequent to your 2009 responses, during which you had the contacts.
Robert Fishman
NCR Corporation
October 10 , 2012
Page 2
3. You state in response to comment 1 in our letter dated September 11, 2012 that you w ill
request authorization from OFAC for “closure of bank accounts that have been
maintained in blocked banks.” Please identify for us the blocked banks to which you
refer and , to the extent that you are able, noting your ongoing internal i nvestigation,
describe to us the nature of the accounts and of any other transactions in which you have
engaged with th ose banks .
4. You state in response to comment 4 in our letter dated September 11, 2012 that “(y)our
stock price made no significant move on Monday, August 13, 2012,” after the publication
by the Wall Street Journal of articles abo ut the whistleblower complaints against you
concerning Syria. We are aware of news articles reporting that on August 14, 2012, your
stock was downgraded by an analyst from “Outperform” to “Neutral” in view of
allegations including those related to Syria a nd possible sanctions violations, and that
following the analyst’s report your stock price fell appreciably that day. Please expand
your response to our prior comment 4 to address this apparent impact of your corporate
activities, including your Syria ope rations and possible sanctions violations, upon your
share price.
5. Please provide the written statement from the company that we requested at the end of
our letter dated September 11, 2012.
Please contact Pradip Bhaumik, Special Counsel, at (202) 551-3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Cecilia Blye, Chief
Office of Global Security Risk
cc: Barbara Jacobs
Assistant Director
Division of Corporation Finance