As filed with the Securities and Exchange Commission on May 8, 2002
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VISTEON CORPORATION
(Exact Name of registrant as specified in its charter)
Delaware 38-3519512
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
5500 Auto Club Drive, Dearborn, Michigan 48126
(Address of principal executive offices) (zip code)
VISTEON CORPORATION
EMPLOYEES EQUITY
INCENTIVE PLAN
(Full title of the Plan)
Stacy L. Fox
Senior Vice President, General Counsel and Secretary
Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126
(Name and address of agent for service)
(800) VISTEON
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Title of each Proposed Proposed
class of Maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered(1) per share offering price(2) registration fee(2)
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Common Stock, 6,500,000 shares (2) $99,072,767 $9,114.70
$1.00 par value
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(1) Plus an indeterminate number of shares which may be issued as a result
of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended, the amounts shown are based on 1,338,200 shares subject to
outstanding options having an exercise price of $13.57 per share,
1,378,800 shares subject to outstanding options having an exercise
price of $17.46 per share, and 3,783,000 shares reserved for future
grants under the Plan, the registration fee for which has been
calculated on the basis of the average of the high and low prices of
the Company's Common Stock as reported on the New York Stock Exchange
on May 3, 2002, or $15.025 per share.
PART I
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
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The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The following documents filed by Visteon Corporation (the "Company")
with the Commission are incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the year
ended December 31, 2001 (Commission File No. 1-15827);
(b) The Company's report on Form 8-K dated April 10, 2002;
(c) The Company's report on Form 8-K dated April 19, 2002;
(d) The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 2002;
(e) The Company's definitive proxy statement for its 2002
annual meeting of stockholders; and
(f) The description of the Company's Common Stock set forth
in the Company's Registration Statement on Form 8-A, dated June 2, 2000, filed
with the Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
Stacy L. Fox, who is the Company's Senior Vice President, Secretary and
General Counsel, will give an opinion about the validity of the Common Stock
being registered. Ms. Fox beneficially owns 77,314 shares of Common Stock of the
Company (of which 75,047 consist of restricted shares issued under the Company's
2000 Incentive Plan).
Item 6. Indemnification of Directors and Officers.
General Corporate Law
The Company is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (the "General
Corporation Law"), inter alia, provides that a Delaware corporation may
indemnify any persons who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than action by or in the right
of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the Company's best interests and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that his or her conduct was illegal. A Delaware corporation may
indemnify any persons who are, were or threatened to be made, a party to any
threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person was a director, officer,
employee or agent of such corporation, or is or was serving at the request of
such corporation, as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where an officer,
director, employee or agent is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses which such officer or director has actually and
reasonably occurred.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.
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Certificate of Incorporation
The Company's Restated Certificate of Incorporation and Bylaws provide
for the indemnification of directors and officers to the fullest extent
permitted by the General Corporation Law.
Insurance
All of the Company's directors and officers are covered by insurance
policies maintained by the Company against certain liabilities for actions taken
in their capacities as such, including liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(4) Visteon Corporation Employees Equity Incentive Plan (filed as
Appendix G to the Company's definitive proxy statement for its
2002 annual meeting of stockholders and incorporated herein by
reference)
(5) Opinion of Stacy L. Fox, Senior Vice President, Secretary and
General Counsel of Visteon Corporation, with respect to the
legality of the securities being registered hereunder
(23) Consent of PricewaterhouseCoopers LLP
(24) Power of Attorney relating to subsequent amendments (included on
the signature page to this Registration Statement)
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by the director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, State of Massachusetts, on May 8, 2002.
VISTEON CORPORATION
By /s/ Stacy L. Fox
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STACY L. FOX
Senior Vice President
General Counsel and Secretary
SPECIAL POWER OF ATTORNEY
Each of the undersigned officers and directors of Visteon Corporation
does hereby severally constitute and appoint Peter J. Pestillo, Stacy L. Fox and
Daniel R. Coulson, and each of them acting alone, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them for him or her and in his or her name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement (or any other registration statement
for the same offering that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933) and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and ever act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them or
their or his or her substitute or substitutes may lawfully do or cause too be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board of Directors and Chief Executive
/s/ Peter J. Pestillo Officer (Principal Executive Officer)
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Peter J. Pestillo May 8, 2002
/s/ Daniel R. Coulson Executive Vice President and Chief Financial Officer
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Daniel R. Coulson (Principal Financial Officer) May 8, 2002
/s/ Philip G. Pfefferle Vice President and Controller
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Philip G. Pfefferle (Principal Accounting Officer) May 8, 2002
/s/ William H. Gray, III
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William H. Gray, III Director May 8, 2002
/s/ Steven K. Hamp
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Steven K. Hamp Director May 8, 2002
/s/ Kathleen J. Hempel
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Kathleen J. Hempel Director May 8, 2002
/s/ Robert H. Jenkins
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Robert H. Jenkins Director May 8, 2002
/s/ Michael F. Johnston
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Michael F. Johnston Director May 8, 2002
/s/ Charles L. Schaffer
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Charles L. Schaffer Director May 8, 2002
/s/ Thomas T. Stallkamp
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Thomas T. Stallkamp Director May 8, 2002
/s/ Robert M. Teeter
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Robert M. Teeter Director May 8, 2002
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EXHIBIT INDEX
(4) Visteon Corporation Employees Equity Incentive Plan (filed as
Appendix G to the Company's definitive proxy statement for its
2002 annual meeting of stockholders and incorporated herein by
reference)
(5) Opinion of Stacy L. Fox, Senior Vice President, Secretary and
General Counsel of Visteon Corporation, with respect to the
legality of the securities being registered hereunder
(23) Consent of PricewaterhouseCoopers LLP
(24) Power of Attorney relating to subsequent amendments (included
on the signature page to this Registration Statement)
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Exhibit 5
May 6, 2002
Visteon Corporation
5500 Auto Club Drive
Dearborn, MI 48126
Ladies & Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Visteon Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to 6,500,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Visteon Corporation Employees Equity
Incentive Plan (the "Plan").
As Secretary and General Counsel of the Company, I am familiar with the
Certificate of Incorporation and the By-laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other documents and instruments and have made such
further investigation as I have deemed necessary or appropriate in connection
with this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. All necessary corporate proceedings have been taken to authorize
the issuance of the shares of Common Stock being registered under the
Registration Statement, and all such shares of Common Stock, when issued by the
Company in the manner contemplated in the Plan, will be legally issued, fully
paid and non-assessable when the Registration Statement shall have become
effective and the Company shall have received therefor the consideration
provided in the Plan (but not less than the par value thereof).
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/ Stacy L. Fox
Stacy L. Fox
Senior Vice President, General Counsel
and Secretary
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
Re: Visteon Corporation Registration Statement on Form S-8
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the Employees Equity Incentive Plan of Visteon
Corporation and Subsidiaries (the "Company") of our report dated January 16,
2002, except for Note 17, as to which the date is March 11, 2002, relating to
the financial statements, which appears in the Company's Annual Report on Form
10-K for the year ended December 31, 2001.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
May 6, 2002