sv8pos
As filed with the Securities and Exchange Commission on March 8, 2007.
Registration No. 333-39758
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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38-3519512 |
(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.) |
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One Village Center Drive, Van
Buren Twp., Michigan
(Address of principal executive offices)
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48111
(zip code) |
Visteon 401(k) Savings Plan
(formerly known as The Visteon Investment Plan for Hourly 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)
TABLE OF CONTENTS
WITHDRAWAL OF SECURITIES FROM REGISTRATION
On June 21, 2000, Visteon Corporation (the Company) filed a registration statement on Form S-8
(Registration No. 333-39758) with the Securities and Exchange Commission registering 1,000,000
shares of the Companys Common Stock, par value $1 per share, and an indeterminate amount of
interests to be offered or sold pursuant to the Visteon 401(k) Savings Plan (formerly known as The
Visteon Investment Plan for Hourly 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
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Item 8.
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Exhibits. |
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24.1 |
Powers of Attorney relating to execution of this post-effective amendment No. 1
to the registration statement. |
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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 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.
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VISTEON CORPORATION |
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By
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/s/ John Donofrio |
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John Donofrio |
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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.
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Signature |
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Title |
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/s/ Michael F. Johnston*
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Chairman of the Board of Directors and |
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Chief Executive Officer (principal executive officer) |
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/s/ James F. Palmer*
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Executive Vice President and Chief Financial Officer |
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(principal financial officer) |
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/s/ William G. Quigley III*
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Senior Vice President, Corporate Controller |
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and Chief Accounting Officer (principal accounting officer) |
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/s/ William H. Gray, III* |
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Director |
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/s/ Patricia Higgins* |
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Director |
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/s/ Karl J. Krapek* |
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Director |
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/s/ Charles L. Schaffer* |
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Director |
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/s/ Donald J. Stebbins* |
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Director, President and Chief Operating Officer |
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/s/ Richard J. Taggart* |
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Director |
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/s/ James D. Thornton* |
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Director |
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/s/ Kenneth B. Woodrow* |
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Director |
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*By:
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/s/ John Donofrio |
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John Donofrio
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Attorney-in-Fact |
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3
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.
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VISTEON 401(K) SAVINGS PLAN |
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By
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/s/ Dorothy L. Stephenson |
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Dorothy L. Stephenson |
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Visteon 401(k) Savings Plan, Administrative Committee |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Exhibit Name |
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24.1
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Powers of Attorney relating to execution of this
post-effective amendment No. 1 to the registration statement. |
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exv24w1
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 14th day of December,
2006.
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/s/ Michael F. Johnston
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/s/ Richard J. Taggart |
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Michael F. Johnston
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Richard J. Taggart |
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/s/ William H. Gray, III
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/s/ James D. Thornton |
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William H. Gray, III
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James D. Thornton |
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/s/ Patricia Higgins
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/s/ Kenneth B. Woodrow |
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Patricia Higgins
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Kenneth B. Woodrow |
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/s/ Karl J. Krapek
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/s/ James F. Palmer |
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Karl J. Krapek
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James F. Palmer |
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/s/ Charles L. Schaffer
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/s/ William G. Quigley III |
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Charles L. Schaffer
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William G. Quigley III |
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Donald J. Stebbins
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