As filed with the Securities and Exchange Commission on June 12, 2019
File No. 001-38580
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
To
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
IAA , Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 83-1030538 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) |
Two Westbrook Corporate Center, Suite 500 Westchester, Illinois | 60154 |
(Address of principal executive offices) | (Zip code) |
(708) 492-7000
(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, par value $0.01 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, a non-accelerated filer, a 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 | o | Smaller reporting company | o | |
Accelerated filer | o | Emerging growth company | o | |
Non-accelerated filer | ☒ |
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. o
IAA , INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
Certain information required to be included in this Form 10 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,” “U.S. Federal Income Tax Consequences,” “Capitalization,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Person Transactions,” “Description of Indebtedness” 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 Consolidated Financial Data,” “Unaudited Pro Forma Consolidated 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—Properties.” 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.” That section is 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, and Director Independence. |
The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Person 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 “The Separation and Distribution,” “Dividend Policy,” “Capitalization” and “Description of 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 section of the information statement entitled “Description of Capital Stock—Sale of Unregistered Securities.” 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 of the information statement entitled “The Separation and Distribution,” “Risk Factors,” “Dividend Policy” and “Description of 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 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. All other schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(b) | Exhibits |
See below.
The following documents are filed as exhibits hereto:
Exhibit Number | Exhibit Description |
Form of Separation and Distribution Agreement between KAR Auction Services, Inc. and IAA, Inc.**† | |
Form of Amended and Restated Certificate of Incorporation of IAA, Inc.* |
Exhibit Number | Exhibit Description |
Form of Amended and Restated By-Laws of IAA, Inc.* | |
Indenture, dated June 6, 2019, between IAA, Inc. (f/k/a IAA Spinco Inc.) and U.S. Bank National Association, as trustee, including the form of the 5.500% Senior Notes due 2027**** | |
Form of Transition Services Agreement between KAR Auction Services, Inc. and IAA, Inc.** | |
Form of Tax Matters Agreement between KAR Auction Services, Inc. and IAA, Inc.* | |
Form of Employee Matters Agreement between KAR Auction Services, Inc. and IAA, Inc.* | |
Form of IAA, Inc. 2019 Omnibus Stock and Incentive Plan* | |
Employment Agreement, effective May 1, 2014, by and between John Kett and KAR Auction Services, Inc.** | |
Amendment to Employment Agreement, dated February 16, 2018, effective July 18, 2017, by and between John Kett and KAR Auction Services, Inc.** | |
Employment Agreement, effective April 22, 2019, by and between Vance Johnston and Insurance Auto Auctions, Inc.** | |
Employment Agreement, effective July 31, 2015, by and between Timothy O'Day and Insurance Auto Auctions, Inc.** | |
Amendment to Employment Agreement, effective June 6, 2019, by and between Timothy O'Day and Insurance Auto Auctions, Inc.** | |
Employment Agreement, effective October 6, 2004, by and between Sidney Peryar (formerly, Kerley) and Insurance Auto Auctions, Inc.** | |
Amendment to Employment Agreement, effective December 1, 2008, by and between Sidney Peryar and Insurance Auto Auctions, Inc.** | |
Amendment to Employment Agreement, effective June 6, 2019, by and between Sidney Peryar and Insurance Auto Auctions, Inc.** | |
Employment Agreement, effective October 15, 2015, by and between Maju Abraham and Insurance Auto Auctions, Inc.** | |
Amendment to Employment Agreement, effective June 6, 2019, by and between Maju Abraham and Insurance Auto Auctions, Inc.** | |
IAA, Inc. Employee Stock Purchase Plan** | |
IAA, Inc. Directors Deferred Compensation Plan** | |
IAA, Inc. Form of Director Restricted Share Award Agreement** | |
List of Subsidiaries** | |
Information Statement of IAA, Inc., preliminary and subject to completion, dated June 12, 2019** | |
Form of Notice Regarding the Internet Availability of Information Statement Materials* |
* | Previously filed. |
** | Filed herewith. |
† | Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
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.
IAA, INC. | |||
By: | /s/ Eric M. Loughmiller | ||
Name: | Eric M. Loughmiller | ||
Title: | Treasurer |
Date: June 12, 2019