As filed with the Securities and Exchange Commission on March 8, 2007.

Registration No. 333-39756

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		38-3519512 (I.R.S. Employer Identification No.)
One Village Center Drive, Van Buren Twp., Michigan (Address of principal executive offices)		48111 (zip code)

Visteon Investment Plan
(formerly known as the Visteon Investment Plan for Salaried Employees)
(Full title of the Plan)

John Donofrio
Senior Vice President and General Counsel
Visteon Corporation
One Village Center Drive
Van Buren Township, Michigan 48111
(Name and address of agent for service)

(800) VISTEON
(Telephone number, including area code, of agent for service)

 

 

WITHDRAWAL OF SECURITIES FROM REGISTRATION

On June 21, 2000, Visteon Corporation (the “Company”) filed a registration statement on Form S-8 (Registration No. 333-39756) with the Securities and Exchange Commission registering 5,000,000 shares of the Company’s Common Stock, par value $1 per share, and an indeterminate amount of interests to be offered or sold pursuant to the Visteon Investment Plan (formerly known as the Visteon Investment Plan for Salaried Employees, the “Plan”). Effective as of December 31, 2005, the Visteon Stock Fund was closed to new contributions and transfers under the Plan, and all units held in the Visteon Stock Fund after June 30, 2006 were liquidated and transferred to alternative investment funds under the Plan. Accordingly, the Company is filing this post-effective amendment No. 1 to the registration statement to withdraw from registration any remaining unsold shares of Common Stock and interests in the Plan.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.		Exhibits.
		24.1		Powers of Attorney relating to execution of this post-effective amendment No. 1 to the registration statement.

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 post-effective amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Van Buren Township, in the State of Michigan, on March 8, 2007.

		VISTEON CORPORATION
		By		/s/ John Donofrio
				John Donofrio
				Senior Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment No. 1 to the registration statement has been signed on March 8, 2007, by the following persons in the capacities and on the dates indicated.

Signature		Title
/s/ Michael F. Johnston*		Chairman of the Board of Directors and
Michael F. Johnston		Chief Executive Officer (principal executive officer)
/s/ James F. Palmer*		Executive Vice President and Chief Financial Officer
James F. Palmer		(principal financial officer)
/s/ William G. Quigley III*		Senior Vice President, Corporate Controller
William G. Quigley III		and Chief Accounting Officer (principal accounting officer)
/s/ William H. Gray, III*		Director
William H. Gray, III
/s/ Patricia Higgins*   Patricia Higgins		Director
/s/ Karl J. Krapek*		Director
Karl J. Krapek
/s/ Charles L. Schaffer*		Director
Charles L. Schaffer
/s/ Donald J. Stebbins*		Director, President and Chief Operating Officer
Donald J. Stebbins
/s/ Richard J. Taggart*		Director
Richard J. Taggart
/s/ James D. Thornton*		Director
James D. Thornton
/s/ Kenneth B. Woodrow*		Director
Kenneth B. Woodrow

*By:		/s/ John Donofrio
		John Donofrio
		Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this post-effective amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Van Buren Township, in the State of Michigan, on March 8, 2007.

		VISTEON INVESTMENT PLAN
		By		/s/ Dorothy L. Stephenson
				Dorothy L. Stephenson
				Visteon Investment Plan, Administrative Committee

EXHIBIT INDEX

Exhibit
Number		Exhibit Name
24.1		Powers of Attorney relating to execution of this post-effective amendment No. 1 to the registration statement.

Exhibit 24.1

POWER OF ATTORNEY

     Each of the undersigned, a director or officer of VISTEON CORPORATION, appoints each of J. Donofrio, H. A. Sepanik and P. M. Ziparo as his or her true and lawful attorney and agent, with full power to them and each of them (including the full power of substitution and resubstitution), to sign for him or her in his or her name and in the capacity or capacities indicated below, post-effective amendments to the Registration Statements on Form S-8 of VISTEON CORPORATION, and any and all amendments (including further post-effective amendments) and supplements thereto, relating to the withdrawal from registration under the Securities Act of 1933, as amended (the “Securities Act”), any remaining unsold shares of the Common Stock, par value $1.00, of VISTEON CORPORATION and interests in the Visteon Investment Plan and the Visteon 401(k) Savings Plan, and to do or perform any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable in order to enable VISTEON CORPORATION to comply with the Securities Act, and any rules, regulations or requirements of the Securities and Exchange Commission, and to file them with the Securities and Exchange Commission. The undersigned ratifies and confirms all that any of the attorneys and agents shall do or cause to be done by virtue hereof. Any one of the attorneys and agents shall have, and may exercise, all the powers conferred by this instrument.

     Each of the undersigned has signed his or her name as of the 14^th day of December, 2006.

/s/ Michael F. Johnston		/s/ Richard J. Taggart
Michael F. Johnston		Richard J. Taggart
/s/ William H. Gray, III		/s/ James D. Thornton
William H. Gray, III		James D. Thornton
/s/ Patricia Higgins		/s/ Kenneth B. Woodrow
Patricia Higgins		Kenneth B. Woodrow
/s/ Karl J. Krapek		/s/ James F. Palmer
Karl J. Krapek		James F. Palmer
/s/ Charles L. Schaffer		/s/ William G. Quigley III
Charles L. Schaffer		William G. Quigley III
/s/ Donald J. Stebbins
Donald J. Stebbins