As filed with the Securities and Exchange Commission on August 23, 2018.
File No.
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
Resideo Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 82-5318796 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
| c/o 115 Tabor Road, Morris Plains, New Jersey | 07950 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(973)455-2000
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, par value $0.001 per share |
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, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | 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. ☐
Resideo Technologies, Inc.
Information Required in Registration Statement
Cross-Reference Sheet between the Information Statement and Items of Form 10
This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement, which isExhibit 99.1 to this Registration Statement on Form 10.
Item No. | Name of Item | Location in Information Statement | ||
| 1. | Business | See “Information Statement Summary,” “Business,” “TheSpin-Off,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information” | ||
| 1A. | Risk Factors | See “Risk Factors” and “Cautionary Statement ConcerningForward-Looking Statements” | ||
| 2. | Financial Information | See “Capitalization,” “Selected Historical and Unaudited Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
| 3. | Properties | See “Business—Properties” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners and Management” | ||
| 5. | Directors and Executive Officers | See “Management and Board of Directors” | ||
| 6. | Executive Compensation | See “Management and Board of Directors” and “Compensation Discussion and Analysis” | ||
| 7. | Certain Relationships and Related Transactions, and Director Independence | See “Risk Factors,” “Management and Board of Directors” and “Certain Relationships and Related Party Transactions” | ||
| 8. | Legal Proceedings | See “Business—Legal Proceedings” | ||
| 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters | See “TheSpin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock” | ||
| 10. | Recent Sales of Unregistered Securities | See “Description of Our Capital Stock” | ||
| 11. | Description of Registrant’s Securities to be Registered | See “Description of Our Capital Stock” | ||
| 12. | Indemnification of Directors and Officers | See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement” | ||
| 13. | Financial Statements and Supplementary Data | See “Selected Historical and Unaudited Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index To Combined Financial Statements” and the financial statements referenced therein | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||
| 15. | Financial Statements and Exhibits | (a) Combined Financial Statements
See “Index To Combined Financial Statements,” “Unaudited Pro Forma Combined Financial Statements” and the financial statements referenced therein
(b) Exhibits
See the Exhibit Index of this Registration Statement on Form 10 | ||
EXHIBIT INDEX
| * | Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and similar attachments upon request by the U.S. Securities and Exchange Commission. |
| ** | To be filed by amendment. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused its Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
| RESIDEO TECHNOLOGIES, INC. | ||
| By: | /s/ Jacqueline Katzel | |
| Name: Jacqueline Katzel | ||
| Title: President | ||
Dated: August 23, 2018
