As filed with the Securities and Exchange Commission on May 4, 2017
Registration No. 001-37869
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
Cars.com Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 81-3693660 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 175 West Jackson Boulevard, Chicago, Illinois | 60604 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(312) 601-5000
(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 exchange on which each class is to be registered | |
| Common Stock, $0.01 par value | 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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 13(a) of the Exchange Act. ☒
CARS.COM INC.
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,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Relationship with TEGNA Following the Separation and Distribution,” 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 “Selected Historical Financial Data of Cars.com,” “Unaudited Pro Forma Financial Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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.” These sections are incorporated herein by reference.
| Item 6. | Executive Compensation. |
The information required by this item is contained under the section of the information statement entitled “Executive Compensation.” That section is 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” and “Directors.” 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 “The Separation and Distribution,” “Dividend Policy,” “Capitalization,” and “Description of Cars.com’s Capital Stock.” Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities. |
None.
| 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 “The Separation and Distribution,” “Dividend Policy,” and “Description of Cars.com’s 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 Cars.com’s Capital Stock—Limitations on Liability, Indemnification of Officers and Directors and 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 |
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.
iii
| (b) | Exhibits |
See below.
The following documents are filed as exhibits hereto:
Exhibit | Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement* | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Cars.com Inc.* | |
| 3.2 | Form of Amended and RestatedBy-Laws of Cars.com Inc.* | |
| 10.1 | Form of Transition Services Agreement* | |
| 10.2 | Form of Tax Matters Agreement* | |
| 10.3 | Form of Employee Matters Agreement* | |
| 10.4 | Form of Cars.com Omnibus Incentive Compensation Plan* | |
| 10.5 | Form of Cars.com Inc. Deferred Compensation Plan* | |
| 10.6 | Restricted Stock Unit Award Agreement, effective as of January 1, 2017, between Cars.com Inc. and Alex Vetter* | |
| 10.7 | Cars.com, LLC Share Appreciation Rights Plan* | |
| 10.8 | Share Appreciation Rights Award Agreement (2015 – 2017 Performance Period), dated as of January 1, 2016, between Cars.com, LLC and Alex Vetter* | |
| 10.9 | Share Appreciation Rights Award Agreement (2015 – 2017 Performance Period), dated as of January 1, 2016, between Cars.com, LLC and John Clavadetscher* | |
| 10.10 | Share Appreciation Rights Award Agreement (2016 – 2018 Performance Period), dated as of January 1, 2016, between Cars.com, LLC and Alex Vetter* | |
| 10.11 | Share Appreciation Rights Award Agreement (2016 – 2018 Performance Period), dated as of January 1, 2016, between Cars.com, LLC and John Clavadetscher* | |
| 10.12 | Cars.com, LLC Long Term Incentive Plan* | |
| 10.13 | Employment Agreement, dated as of November 4, 2014, between Cars.com, LLC and Alex Vetter* | |
| 10.14 | Letter Agreement, dated as of November 2, 2016, between Cars.com, LLC and Alex Vetter* | |
| 10.15 | Letter Agreement, dated as of November 21, 2016, between Cars.com, LLC and Becky Sheehan* | |
| 10.16 | Letter Agreement, dated as of June 1, 2016, between Cars.com, LLC and John Clavadetscher* | |
| 10.17 | Letter Agreement, dated as of September 23, 2016, between Cars.com, LLC and Jim Rogers* | |
| 21.1 | List of Subsidiaries* | |
| 99.1 | Information Statement of Cars.com Inc., preliminary and subject to completion, dated May 4, 2017** | |
| * | Previously filed. |
| ** | Filed herewith. |
iv
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.
| Cars.com Inc. | ||||
| By: | /s/ ALEX VETTER | |||
| Name: | Alex Vetter | |||
| Title: | President and Chief Executive Officer | |||
Date: May 4, 2017
v
