As filed with the Securities and Exchange Commission on April 26, 2018
FileNo. 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 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Veoneer, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 82-3720890 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
Klarabergsviadukten 70, Section B7,SE-111 64
Box 70381,SE-107 24
Stockholm, Sweden
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: +46 8 587 20 600
With copies to
| Dennis O. Garris | Lars Sjöbring | |
| David A. Brown | Group VP Legal Affairs, | |
| Alston & Bird LLP | General Counsel and Secretary | |
| 950 F Street NW | Autoliv, Inc. | |
| Washington, DC 20004 | Klarabergsviadukten 70, Section B, | |
| 202 239 3463 | 7thFloor | |
| SE-107 24, Stockholm, Sweden | ||
| +46 8 587 20 600 |
Securities to be registered pursuant to Section 12(b) of the Act:
| Name of Each Exchange on Which | ||
Title of Each Class to be so Registered | Each Class is to be Registered | |
| Common stock, par value $1.00 per share | 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, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
| 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. ☐
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Item 1. Business
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Special Note About Forward-Looking Statements,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Management,” “Executive and Director Compensation” and “Certain Relationships and Related Persons Transactions” of the information statement filed as Exhibit 99.1 to this Form 10 (the “information statement”). Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section “Risk Factors” of the information statement. That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Condensed Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the information statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the sections “Properties” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the information statement. Those sections are 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 “Security Ownership of Certain Beneficial Owners and Management” of the information statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section “Management” of the information statement. That section is incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the sections “Management” and “Executive and Director Compensation” of the information statement. Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections “Management,” “Executive and Director
Compensation” and “Certain Relationships and Related Persons Transactions” of the information statement. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the section “Business —Legal Proceedings” of the information statement. 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 “Risk Factors,” “TheSpin-Off,” “Trading Market,” “Executive and Director Compensation,” “Description of Capital Stock” and “Swedish Depository Receipts” of the information statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
The information required by this item is contained under the section “Description of Capital Stock—Sale of Unregistered Securities” of the information. That section is 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 “Risk Factors—Risks Related to Our Securities” “Description of Capital Stock,” and “Swedish Depository Receipts” of the information statement. Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the sections “Certain Relationships and Related Persons Transactions—Indemnification Agreements” and “Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors and Insurance” of the information statement. Those sections are incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Condensed Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” and the statements referenced therein of the information statement. Those sections are 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 “Index to Financial Statements” of the information statement. That section is incorporated herein by reference.
(b) Exhibits
Exhibit No. | Description | |
| 2.1 | Form of Distribution Agreement between Veoneer, Inc. and Autoliv, Inc.* | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation* | |
| 3.2 | Form of Amended and Restated Bylaws* | |
| 4.1 | General Terms and Conditions for Swedish Depository Receipts in Veoneer* | |
| 10.1 | Form of Employee Matters Agreement between Veoneer, Inc. and Autoliv, Inc.* | |
| 10.2 | Form of Tax Matters Agreement between Veoneer, Inc. and Autoliv, Inc.* | |
| 10.3 | Form of Amended and Restated Transition Services Agreement between Veoneer, Inc. and Autoliv, Inc.* | |
| 10.4 | Form of Indemnification Agreement to be entered into between Veoneer, Inc. and each of its directors and executive officers* | |
| 10.5 | Joint Venture Agreement, dated April 18, 2017, between Volvo Car Corporation and Autoliv Development AB regarding Zenuity AB* | |
| 10.6 | Joint Venture Agreement, dated March 7, 2016, by and among Autoliv ASP, Inc., Autoliv AB, Autoliv Holding, Inc. and Nissin Kogyo Co., Ltd., Nissin Kogyo Holdings USA, Inc. and Zhongshan Nissin Industry Co., Ltd.* | |
| 10.7 | Employment Agreement by and between Veoneer, Inc. and Jan Carlson* | |
| 10.8 | Severance Agreement by and between Veoneer, Inc. and Jan Carlson* | |
| 10.9 | Employment Agreement by and between Veoneer, Inc. and Mathias Hermansson* | |
| 10.10 | Employment Agreement by and between Veoneer, Inc. and Johan Löfvenholm* | |
| 10.11 | Change-in-Control Severance Agreement by and between Veoneer, Inc. and Johan Löfvenholm* | |
| 10.12 | Employment Agreement by and between Veoneer, Inc. and Lars Sjöbring* | |
| 10.13 | Change-in-Control Severance Agreement by and between Veoneer, Inc. and Lars Sjöbring* | |
| 10.14 | Employment Agreement by and between Veoneer, Inc. and Thomas Jönsson* | |
| 10.15 | Employment Agreement by and between Veoneer, Inc. and Mikko Taipale* | |
| 10.16 | Employment Agreement by and between Veoneer, Inc. and Art Blanchford* | |
| 10.17 | Employment Agreement by and between Veoneer, Inc. and Peter Rogbrant* | |
| 10.18 | Employment Agreement by and between Veoneer, Inc. and Steve Rodé* | |
| 10.19 | Form of Veoneer, Inc. 2018 Stock Incentive Plan* | |
| 10.20 | Form of Veoneer, Inc.Non-Employee Director Compensation Policy* | |
| 21.1 | List of Subsidiaries* | |
| 99.1 | Preliminary Information Statement, dated April 26, 2018 | |
| * | To be filed by amendment. |
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.
| Veoneer, Inc. | ||
| By: | /s/ Mathias Hermansson | |
| Mathias Hermansson | ||
| Chief Financial Officer | ||
Date: April 26, 2018
