As filed with the Securities and Exchange Commission on June 29, 2016
File No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
Alcoa Upstream Corporation*
(Exact name of Registrant as specified in its charter)
| Delaware | 81-1789115 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) |
390 Park Avenue New York, New York | 10022-4608 | |
| (Address of principal executive offices) | (Zip code) |
(212) 836-2600
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on which Each Class is to be Registered | |
| Common Stock | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: 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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ | |||
| * | The registrant is currently named Alcoa Upstream Corporation. The registrant plans to change its name to “Alcoa Corporation” prior to the effective date of the distribution described in this registration statement. |
ALCOA UPSTREAM CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS
OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
| Item 1. | Business. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation and Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors. |
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
| Item 2. | Financial Information. |
The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Unaudited Pro Forma Combined Condensed Financial Statements,” “Selected Historical Combined Financial Data of Alcoa Corporation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.
| Item 3. | Properties. |
The information required by this item is contained under the section of the information statement entitled “Business.” That section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
| Item 5. | Directors and Executive Officers. |
The information required by this item is contained under the sections of the information statement entitled “Management” and “Directors.” Those sections are incorporated herein by reference.
| Item 6. | Executive Compensation. |
The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and Analysis” and “Executive Compensation.” Those sections are incorporated herein by reference.
| Item 7. | Certain Relationships and Related Transactions. |
The information required by this item is contained under the sections of the information statement entitled “Management,” “Directors” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings. |
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
| Item 9. | Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters. |
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “Capitalization,” “The Separation and Distribution,” and “Description of Alcoa Corporation Capital Stock.” Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities. |
The information required by this item is contained under the sections of the information statement entitled “Description of Alcoa Corporation Capital Stock—Sale of Unregistered Securities.” Those sections are incorporated herein by reference.
| Item 11. | Description of Registrant’s Securities to be Registered. |
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “The Separation and Distribution” and “Description of Alcoa Corporation Capital Stock.” Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers. |
The information required by this item is contained under the section of the information statement entitled “Description of Alcoa Corporation Capital Stock—Limitation on Liability of Directors; Indemnification; Insurance.” That section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data. |
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 15. | Financial Statements and Exhibits. |
| (a) | Financial Statements and Schedule |
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Combined Condensed Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.
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| (b) | Exhibits |
The following documents are filed as exhibits hereto:
Exhibit | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.2 | Form of Transition Services Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.3 | Form of Tax Matters Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.4 | Form of Employee Matters Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.5 | Form of Alcoa Corporation to Arconic Inc. Patent, Know-How, and Trade Secret License Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.6 | Form of Arconic Inc. to Alcoa Corporation Patent, Know-How, and Trade Secret License Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.7 | Form of Alcoa Corporation to Arconic Inc. Trademark License Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.8 | Form of Can Body Sheet Supply Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.9 | Form of Used Beverage Container Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.10 | Form of Equipment Sharing Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.11 | Form of Massena Lease and Operations Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.12 | Form of Fusina Lease and Operations Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 2.13 | Form of ATC Lease and Operations Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Alcoa Upstream Corporation* | |
| 3.2 | Form of Amended and Restated By-laws of Alcoa Upstream Corporation* | |
| 4.1 | Form of Stockholder and Registration Rights Agreement by and between Alcoa Inc. and Alcoa Upstream Corporation* | |
| 10.1 | Form of Alcoa Upstream Corporation Stock Incentive Plan* | |
| 10.2 | Form of Indemnification Agreement by and between Alcoa Upstream Corporation and individual directors or officers* | |
| 10.3 | Aluminum Project Framework Shareholders’ Agreement, dated December 20, 2009, between Alcoa Inc. and Saudi Arabian Mining Company (Ma’aden) (incorporated by reference to Exhibit 10(i) to Alcoa Inc.’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2009, filed on February 18, 2010). | |
| 10.4 | First Supplemental Agreement, dated March 30, 2010, to the Aluminium Project Framework Shareholders Agreement, dated December 20, 2009, between Saudi Arabian Mining Company (Ma’aden) and Alcoa Inc. (incorporated by reference to Exhibit 10(c) to Alcoa Inc.’s Quarterly Report on Form 10-Q (Commission file number 1-3610) for the quarter ended March 31, 2010, filed on April 22, 2010). | |
| 10.5 | Kwinana State Agreement of 1961* | |
| 10.6 | Pinjarra State Agreement of 1969* | |
| 10.7 | Wagerup State Agreement of 1978* | |
| 10.8 | Alumina Refinery Agreement of 1987* | |
| 10.9 | Charter of the Strategic Council, executed December 21, 1994 (incorporated by reference to Exhibit 99.3 to Alcoa Inc.’s Current Report on Form 8-K (Commission file number 1-3610), filed on November 28, 2001) | |
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Exhibit | Exhibit Description | |
| 10.10 | Amended and Restated Limited Liability Company Agreement of Alcoa Alumina & Chemicals, L.L.C. dated as of December 31, 1994 (incorporated by reference to Exhibit 99.4 to Alcoa Inc.’s Current Report on Form 8-K (Commission file number 1-3610), filed on November 28, 2001). | |
| 10.11 | Shareholders’ Agreement dated May 10, 1996 between Alcoa International Holdings Company and WMC Limited (incorporated by reference to Exhibit 99.5 to Alcoa Inc.’s Current Report onForm 8-K (Commission file number 1-3610), filed on November 28, 2001). | |
| 10.12 | Side Letter of May 16, 1995 clarifying transfer restrictions (incorporated by reference to Exhibit 99.6 to Alcoa Inc.’s Current Report on Form 8-K (Commission file number 1-3610), filed on November 28, 2001). | |
| 10.13 | Enterprise Funding Agreement, dated September 18, 2006, between Alcoa Inc., certain of its affiliates and Alumina Limited (incorporated by reference to Exhibit 10(f) to Alcoa Inc.’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2006, filed on February 15, 2007). | |
| 10.14 | Amendments to Enterprise Funding Agreement, effective January 25, 2008, between Alcoa Inc., certain of its affiliates and Alumina Limited (incorporated by reference to Exhibit 10(f)(1) to Alcoa Inc.’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 2007, filed on February 15, 2008). | |
| 10.15 | Plea Agreement dated January 8, 2014, between the United States of America and Alcoa World Alumina LLC (incorporated by reference to Exhibit 10(l) to Alcoa Inc.’s Annual Report onForm 10-K for the year ended December 31, 2013, filed on February 13, 2014). | |
| 21.1 | List of Subsidiaries* | |
| 99.1 | Information Statement of Alcoa Upstream Corporation, preliminary and subject to completion, dated June 29, 2016 | |
| * | To be filed by amendment. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Alcoa Upstream Corporation | ||||
| By: | /s/ | Roy Harvey | ||
| Name: | Roy Havey | |||
| Title: | President | |||
Date: June 29, 2016
