Table of Contents
As filed with the Securities and Exchange Commission on July 28, 2008
File No. 001-34081
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Arvin Innovation, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 26-2634003 | |
(State or Other Jurisdiction | (I.R.S. Employer | |
of Incorporation or Organization) | Identification No.) | |
6401 West Fort Street | ||
Detroit, Michigan | 48209 | |
(Address of Principal Executive Offices) | (Zip Code) |
(313) 551-2400
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which | |
to be so registered | each class is to be registered | |
Common Stock, par value $0.01 per share | NASDAQ Global Market | |
Preferred Stock Purchase Rights | NASDAQ Global Market |
Securities to be registered pursuant to Section 12(g) of the Act:
None
None
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 filero | Accelerated filero | Non-accelerated filerþ | Smaller reporting companyo | |||
(Do not check if a smaller reporting company) |
TABLE OF CONTENTS
ITEMS OF FORM 10 | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99: PRELIMINARY INFORMATION STATEMENT |
Table of Contents
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND
ITEMS OF FORM 10
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND
ITEMS OF FORM 10
Our information statement is filed as Exhibit 99 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.
Item No. | Caption | Location in Information Statement | ||
Item 1. | Business | See “Summary,” “The Distribution,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Arrangements Between ArvinMeritor and Our Company” | ||
Item 1A. | Risk Factors | See “Risk Factors” | ||
Item 2. | Financial Information | See “Summary,” “Capitalization,” “Selected Financial Data,” “Unaudited Pro Forma Combined Condensed Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
Item 3. | Properties | See “Business—Properties” | ||
Item 4. | Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners and Management” | ||
Item 5. | Directors and Executive Officers | See “Management” | ||
Item 6. | Executive Compensation | See “Management,” and “Arrangements Between ArvinMeritor and Our Company” | ||
Item 7. | Certain Relationships and Related Transactions, and Directors Independence | See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management” and “Arrangements Between ArvinMeritor and Our Company” | ||
Item 8. | Legal Proceedings | See “Business—Legal Proceedings” | ||
Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “Summary,” “The Distribution,” “Capitalization” and “Dividend Policy” | ||
Item 10. | Recent Sales of Unregistered Securities | Not Applicable | ||
Item 11. | Description of Registrant’s Securities to be Registered | See “The Distribution,” “Dividend Policy” and “Description of Capital Stock” | ||
Item 12. | Indemnification of Directors and Officers | See “Management” and “Description of Capital Stock” | ||
Item 13. | Financial Statements and Supplementary Data | See “Unaudited Pro Forma Combined Condensed Financial Statements” and “Index to Financial Statements and Financial Statement Schedule” and the statements referenced therein |
Table of Contents
Item No. | Caption | Location in Information Statement | ||
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not Applicable | ||
Item 15. | Financial Statements and Exhibits | See “Index to Financial Statements and Financial Statement Schedule” and “Exhibit Index” |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
ARVIN INNOVATION, INC. | ||||
By: | /s/ Philip R. Martens | |||
Name: | Philip R. Martens | |||
Title: | President and Chief Executive Officer | |||
Dated: July 28, 2008
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EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
2 | Form of Separation and Distribution Agreement between ArvinMeritor, Inc. and Arvin Innovation, Inc.* | |
3.1 | Form of Amended and Restated Certificate of Incorporation of Arvin Innovation, Inc.* | |
3.2 | Form of Amended By-laws of Arvin Innovation, Inc.* | |
3.3 | Form of Rights Agreement* | |
10.1 | Form of Tax Allocation Agreement between ArvinMeritor, Inc. and Arvin Innovation, Inc.* | |
10.2 | Form of Employee Matters Agreement between ArvinMeritor, Inc. and Arvin Innovation, Inc.* | |
10.3 | Form of Transition Services Agreement between ArvinMeritor, Inc. and Arvin Innovation, Inc.* | |
21 | Subsidiaries of Arvin Innovation, Inc.* | |
99 | Preliminary Information Statement of Arvin Innovation, Inc. |
* | To be filed by amendment. |