As filed with the Securities and Exchange Commission on May 1, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AUTOLIV, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0378542
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
WORLD TRADE CENTER
KLARABERGSVIADUKTEN 70
S-107 24 STOCKHOLM, SWEDEN NOT APPLICABLE
(Address of principal executive office) (Zip Code)
AUTOLIV, INC. 1997 STOCK INCENTIVE PLAN
(Full title of the plan)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
Scott V. Simpson, Sr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Canada Square, Canary Wharf
London E14 5DS, England
(44) (171) 519-7000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount to Offering Price Aggregate Amount of
Securities to be be Regis- Per Share Offering Registration
Registered tered(1) (2)(3) Price (2)(3) Fee(2)
- ---------------------------------------------------------------------------
Common Stock, 1,000,000 $21.69 $21,690,000 $6,572.23
par value $1 per
share
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(1) Plus an additional number of shares of the Registrant's Common Stock
as may be issuable pursuant to the antidilution provisions of the
Autoliv, Inc. 1997 Stock Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with paragraphs (c) and (h) of Rule 457 under the
Securities Act, based on the sum of (a) $1.99, the estimated value of
the portion of a share of Autoliv, Inc. attributable to the book
value as of December 31, 1996 of the assets of the Automotive Safety
Products business of Morton International, Inc. ("Morton"), based
upon the assumption that such assets will comprise 46.5% of the book
value of Autoliv, Inc. subsequent to the Merger described herein; (b)
$.20, the estimated value of the portion of a share of Autoliv, Inc.
attributable to the market value of the American Depositary Shares
("ADSs") of Autoliv AB, based on the average of the high and low
quotation per share of the ADSs of Autoliv AB on the PORTAL system on
April 24, 1997, and based on the assumption that the former holders
of Autoliv AB Common Stock and ADSs will initially hold approximatey
53.5% of the outstanding Autoliv, Inc. Common Stock, and (c) $19.50,
the estimated value of the portion of a share of Autoliv, Inc.
attributable to the market value of the shares of common stock, par
value 10 Swedish kronor per share, of Autoliv AB ("Autoliv AB Common
Stock"), based on the average of the high and low sale price per
share of Autoliv AB Common Stock on the Stockholm Stock Exchange on
April 24, 1997 (based on the exchange rate of $1.00 = SEK 7.67 on
April 24, 1997), and based on the assumption that the former holders
of Autoliv AB Common Stock and ADSs will initially hold approximatey
53.5% of the outstanding Autoliv, Inc. Common Stock.
(3) The proposed maximum aggregate offering price is equal to the proposed
maximum aggregate offering price per share multiplied by the number
of shares being registered hereunder.
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INTRODUCTORY STATEMENT
Autoliv, Inc. hereby files this Registration Statement on Form
S-8 relating to the Autoliv, Inc. 1997 Stock Incentive Plan. In
connection with the Combination Agreement, dated as of November 25, 1996,
among Autoliv, Inc., Autoliv AB, a corporation organized under the laws
of the Kingdom of Sweden, ASP Merger Sub Inc., a Delaware corporation and
a wholly-owned subsidiary of Autoliv, Inc., and Morton International,
Inc., an Indiana corporation ("Morton"), ASP Merger Sub Inc. will be
merged with and into Morton and Morton will become a wholly-owned
subsidiary of Autoliv, Inc., (the "Merger"). Prior to the Merger, Morton
will contribute to New Morton International, Inc., a corporation formed
by Morton under the laws of the State of Indiana ("New Morton"), all of
the businesses, assets and liabilities owned by Morton and its
subsidiaries, other than its automotive safety products business. Shortly
following the contribution, Morton will distribute to its shareholders on
a share-for-share basis, all of the shares of New Morton.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been heretofore filed with
the Securities and Exchange Commission (the "Commission") by the
registrant, Autoliv, Inc., a Delaware corporation (the "Registrant"), are
incorporated by reference in this Registration Statement:
(a) The Registrant's Registration Statement on Form
S-4 (File No. 333- 23813) filed with the Commission on March
24, 1997 and as it may be amended from time to time (the
"Registrant's Registration Statement on Form S-4");
(b) The Registrant's Registration Statement on Form 8-A
(File Number 001-12933) filed with the Commission on April 25, 1997
(the "Form 8-A") and Form 8-K filed with the Commission on April 28,
1997; and
(c) The description of the Registrant's common stock, par
value $1 per share (the "Common Stock"), contained in the Form 8-A,
including any amendments or reports filed with the Commission for
purposes of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation of the Registrant
provides the Registrant with the authority to indemnify its directors,
officers, employees and agents to the full extent allowed by Delaware
law.
The Registrant maintains, at its expense, an insurance policy
which provides directors and officers of the Registrant, subject to
certain exclusions and deductions as are customary in such insurance
policies, against certain liabilities which may be incurred in those
capacities.
See Item 9 for the Registrant's undertaking with respect to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-8 relating to
the Autoliv ASP Employee Investment Plan.)
3.2 Restated By-Laws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-8 relating to the Autoliv ASP Employee
Investment Plan.)
4.1 Autoliv, Inc. 1997 Stock Incentive Plan
4.2 Form of Certificate of the Registrant's Common
Stock
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young AB
23.3 Consent of Befec-Price Waterhouse and SYC SA
23.4 Consent of Serge Yablonsky
23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft AG
23.6 Consent of Befec-Price Waterhouse and Serge
Yablonsky
23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in the opinion filed as Exhibit 5.1 hereto).
The Registrant hereby undertakes to submit the Autoliv, Inc.
1997 Stock Incentive Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify such Plan.
ITEM 9. UNDERTAKINGS.
(a) The 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:
i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post- effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement;
iii) To include any material information with
respect to the plan of distribution not previously dis-
closed in this Registration Statement or any material
change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that 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
hereby which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of
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.
SIGNATURES
The Registrant. 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 Stockholm, Kingdom
of Sweden, on May 1, 1997.
AUTOLIV, INC.
(Registrant)
By: /S/ GUNNAR BARK
------------------------------
Gunnar Bark
Chairman and Chief Executive
Officer
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 date indicated.
SIGNATURE TITLE DATE
/S/ PER-OLOF ARONSON Director May 1, 1997
- ----------------------
Per-Olof Aronson
/S/ GUNNAR BARK Chairman, Chief Executive May 1, 1997
- ---------------------- Officer
Gunnar Bark (Principal Executive Officer)
/S/ WILHELM KULL Chief Financial Officer May 1, 1997
- --------------------- (Principal Financial
Wilhelm Kull Officer and Principal
Accounting Officer)
/S/ FRED J. MUSONE Director, Chief Operating May 1, 1997
- -------------------- Officer
Fred J. Musone
/S/ GEORGE A. SCHAEFER Director May 1, 1997
- ----------------------
George A. Schaefer
/S/ S. JAY STEWART Director May 1, 1997
- ----------------------
S. Jay Stewart
/S/ ROGER W. STONE Director May 1, 1997
- ----------------------
Roger W. Stone
/S/ PER WELIN Director May 1, 1997
- ----------------------
Per Welin
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
person who administers the Autoliv, Inc. 1997 Stock Incentive Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stockholm, Kingdom of
Sweden, on May 1, 1997.
AUTOLIV, INC. 1997 STOCK INCENTIVE PLAN
(Plan)
By: /S/ CLAES HUMBLA
-------------------------------
Claes Humbla
Administrator of Autoliv, Inc.
1997 Stock Incentive Plan
EXHIBIT INDEX
Exhibits
3.1 Restated Certificate of Incorporation of the Registrant (Incorporated
by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-8 relating to the Autoliv ASP Employee
Investment Plan.)
3.2 Restated By-Laws of the Registrant (Incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-8
relating to the Autoliv ASP Employee Investment Plan.)
4.1 Autoliv, Inc. 1997 Stock Incentive Plan
4.2 Form of Certificate of the Registrant's Common Stock
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
the legality of the Securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young AB
23.3 Consent of Befec-Price Waterhouse and SYC SA
23.4 Consent of Serge Yablonsky
23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft AG
23.6 Consent of Befec-Price Waterhouse and Serge Yablonsky
23.7 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in
the opinion filed as Exhibit 5.1 hereto).
Exhibit 4.1
AUTOLIV, INC.
1997 STOCK INCENTIVE PLAN
EFFECTIVE MAY 1, 1997
1. Purpose. The purpose of the Autoliv, Inc. 1997 Stock Incentive Plan
(the "Plan") is to promote the long term financial interests and growth of
Autoliv, Inc. (the "Company") by (a) attracting and retaining executive
personnel, (b) motivating executive personnel by means of growth-related
incentives, (c) providing incentive compensation opportunities that are
competitive with those of other major corporations; and (d) furthering the
identity of interests of participants with those of the shareholders of the
Company.
2. Definitions. The following definitions are applicable to
the Plan:
"Affiliate" means any entity in which the Company has a
direct or indirect equity interest which is so designated by the
Committee.
"Code" means that the Internal Revenue Code of 1986, as
amended,
and any successor statute.
"Committee" means a committee of two or more directors of the
Company who are "Non-Employee Directors" as such term is used in Rule
16b-3 and "outside directors" as such term is used in Section 162(m)
of the Code.
"common stock" means the common stock, $1.00 par value, of
the Company or such other securities as may be substituted therefor
pursuant to paragraph 5(c).
the "fair market value" of the common stock shall be
determined in accordance with procedures established by the
Committee.
"participant" means any key employee of the Company
or an Affiliate selected by the Committee.
"Rule 16b-3" means such rule adopted under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor rule.
"Transaction" means the series of integrated transactions,
pursuant to the Combination Agreement among Autoliv AB, Morton
International, Inc. ("Morton"), the Company and ASP Merger Sub, Inc.
dated as of November 25, 1996, whereby Morton will become a
wholly-owned subsidiary of the Company.
3. Limitation on Aggregate Shares and Individual Awards. The number
of shares of common stock with respect to which awards may be granted
under the Plan and which may be issued upon the exercise or payment
thereof shall not exceed, in the aggregate, a number of shares equal to
the sum of (a) 800,000 plus (b) the number of shares issuable in
connection with options to purchase shares of common stock of Morton
which are exchanged for options (the "Exchanged Options") to purchase
common stock of the Company in connection with the Transaction; provided,
however, that to the extent any awards expire unexercised or unpaid or
are cancelled, terminated or forfeited in any manner without the issuance
of shares of common stock thereunder, or if the Company receives any
shares of common stock as the exercise price of any award (up to a
maximum of 800,000 shares so received by the Company), such shares shall
again be available under the Plan. Such shares of common stock may be
either authorized and unissued shares, treasury shares, or a combination
thereof, as the Committee shall determine. Awards may not be made to any
participant in any calendar year covering more than 600,000 shares of
common stock.
4. Awards. The Committee may grant to participants, in accordance
with this paragraph 4 and the other provisions of the Plan, stock
options, stock appreciation rights ("SARs"), restricted stock and other
awards.
(a) Options.
(i) Options granted under the Plan may be incentive stock options
("ISOs") within the meaning of Section 422 of the Code or any successor
provision, or in such other form, consistent with the Plan, as the
Committee may determine.
(ii) The option price per share of common stock shall be fixed by the
Committee at not less than (A) 100% of the fair market value of a share
of common stock on the date of grant as to ISOs and (B) the par value of
a share of common stock as to other options.
(iii) Options shall be exercisable at such time or times as the
Committee shall determine at or subsequent to grant.
(iv) Options shall be exercised in whole or in part by written notice
to the Company (to the attention of the Corporate Secretary) and payment
in full of the option price. Payment of the option price may be made, at
the discretion of the optionee, and to the extent permitted by the
Committee, (A) in cash (including check, bank draft, or money order), (B)
in common stock (valued at the fair market value thereof on the date of
exercise), (C) by a combination of cash and common stock or (D) with any
other consideration.
(v) The Exchanged Options shall be granted under and subject to the
terms and conditions of the Plan.
(b) SARs.
(i) An SAR shall entitle its holder to receive from the Company, at
the time of exercise of such right, an amount equal to the excess of the
fair market value (at the date of exercise) of a share of common stock
over a specified price fixed by the Committee multiplied by the number
of shares as to which the holder is exercising the SAR. SARs may be in
tandem with any previously or contemporaneously granted option or
independent of any option. The specified price of a tandem SAR shall be
the option price of the related option. The amount payable may be paid by
the Company in common stock (valued at its fair market value on the date
of exercise), cash or a combination thereof, as the Committee may deter-
mine, which determination shall be made after considering any preference
expressed by the holder.
(ii) An SAR shall be exercised by written notice to the Company (to
the attention of the Corporate Secretary) at any time prior to its stated
expiration. To the extent a tandem SAR is exercised, the related option
will be cancelled and, to the extent the related option is exercised, the
tandem SAR will be cancelled.
(iii) Notwithstanding any other provision of the Plan, the Committee
may in its discretion grant limited tandem SARs entitling option holders
to receive, in connection with a Change in Control (as defined in
paragraph 5(c)), cash payments in cancellation of their options, which
payments will be equal to the number of shares covered by the cancelled
options multiplied by the excess over the option price of the options of
the value of a share of common stock, determined pursuant to a formula
established by the Committee in the option agreement. Such formula shall
be based upon the trading price of the common stock at the time of the
Change in Control or such trading price during a period (established by
the Committee in the option agreement) prior to the Change in Control or
the price or prices per share of common stock paid in a Corporate
Transaction (as defined in paragraph 5(c)) which results in the Change in
Control (with the value of any non-cash consideration paid in such
Corporate Transaction to be determined by the Incumbent Board (as defined
in paragraph 5(c)) in its sole discretion) or the highest of any of such
prices. Such limited SARs may, as determined in the discretion of the
Committee, be exercisable by the holder for such period as the Committee
may determine or automatically exercised upon a Change in Control.
(c) Restricted Stock.
(i) The Committee may award to any participant shares of common
stock, subject to this paragraph 4(c) and such other terms and conditions
as the Committee may prescribe (such shares being called "restricted
stock"). Each certificate for restricted stock shall be registered in the
name of the participant and deposited, together with a stock power
endorsed in blank, with the Company.
(ii) There shall be established for each restricted stock award a
restriction period (the "restriction period") of such length as shall be
determined by the Committee. Shares of restricted stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided, during the restriction period. Except for such
restrictions on transfer and such other restrictions as the Committee may
impose, the participant shall have all the rights of a holder of common
stock as to such restricted stock. The Committee, in its sole discretion,
may permit or require the payment of cash dividends to be deferred and,
if the Committee so determines, reinvested in additional restricted stock
or otherwise invested. At the expiration of the restriction period, the
Corporation shall redeliver to the participant (or the participant's
legal representative or designated beneficiary) the certificates
deposited pursuant to this paragraph.
(iii) Except as provided by the Committee at the time of grant or
otherwise, upon a termination of employment for any reason during the
restriction period all shares still subject to restriction shall be
forfeited by the participant.
(d) Other Awards.
(i) Other awards, including, without limitation, performance shares,
convertible debentures, other convertible securities and other forms of
awards measured in whole or in part by the value of shares, the
performance of the participant or the performance of the Company, may be
granted under the Plan. Such awards may be payable in common stock, cash
or both, and shall be subject to such restrictions and conditions, as the
Committee shall determine. At the time of such an award, the Committee
shall, if applicable, determine a performance period and performance
goals to be achieved during the performance period, subject to such later
revisions as the Committee shall deem appropriate to reflect significant
unforeseen events such as changes in laws, regulations or accounting
practices, unusual or non-recurring items or occurrences. Following the
conclusion of each performance period, the Committee shall determine the
extent to which performance goals have been attained or a degree of
achievement between maximum and minimum levels during the performance
period in order to evaluate the level of payment to be made, if any.
(ii) A participant may elect to defer all or a portion of any such
award in accordance with procedures established by the Committee.
Deferred amounts will be subject to such terms and conditions and shall
accrue such yield thereon (which may be measured by the fair market value
of the common stock and dividends thereon) as the Committee may
determine. Payment of deferred amounts may be in cash, common stock or a
combination thereof, as the Committee may determine. Deferred amounts
shall be considered an award under the Plan. The Committee may establish
a trust to hold deferred amounts or any portion thereof for the benefit
of participants.
(e) Cash Payments. SARs and options which are not ISOs may, in the
Committee's discretion, provide that in connection with exercises thereof
the holders will receive cash payments in amounts necessary to
reimburse holders for their income tax liability resulting from such
exercise and the payment made pursuant to this paragraph 4(e).
(f) Foreign Alternatives. Without amending and notwithstanding the
other provisions of the Plan, in the case of any award to be held by any
participant who is employed outside the United States or who is a
foreign national the Committee may specify that such award shall be made
on such terms and conditions different from those specified in the Plan,
as may, in the judgment of the Committee, be necessary or desirable to
further the purposes of the Plan.
5. Miscellaneous Provisions.
(a) Administration. The Plan shall be administered by the Committee.
Subject to the limitations of the Plan, the Committee shall have the sole
and complete authority: (i) to select participants in the Plan, (ii) to
make awards in such forms and amounts as it shall determine, (iii) to
impose such limitations, restrictions and conditions upon such awards as
it shall deem appropriate, (iv) to interpret the Plan and to adopt, amend
and rescind administrative guidelines and other rules and regulations
relating to the Plan, (v) to correct any defect or omission or to
reconcile any inconsistency in the Plan or in any award granted hereunder
and (vi) to make all other determinations and to take all other actions
necessary or advisable for the implementation and administration of the
Plan. The Committee's determinations on matters within its authority
shall be conclusive and binding upon the Company and all other persons.
All expenses associated with the Plan shall be borne by the Company,
subject to such allocation to its Affiliates and operating units as it
deems appropriate. The Committee may, to the extent that any such action
will not prevent the Plan from complying with Rule 16b-3, delegate any of
its authority hereunder to such persons as it deems appropriate.
(b) Non-Transferability. Except as may otherwise be determined by the
Committee and subject to provisions of paragraph 5(f), (i) no award under
the Plan, and no interest therein, shall be transferable by the
participant otherwise than by will or the laws of descent and
distribution, and (ii) all awards shall be exercisable or received during
the participant's lifetime only by the participant or the participant's
legal representative. Any purported transfer contrary to this provision
will nullify the award.
(c) Adjustments Upon Certain Changes. In the event of a
reorganization, recapitalization, spinoff, stock dividend or stock split,
or combination or other increase or reduction in the number of issued
shares of common stock, the Board of Directors or the Committee may, in
order to prevent the dilution or enlargement of rights under awards, make
such adjustments in the number and type of shares authorized by the Plan,
the number and type of shares covered by, or with respect to which
payments are measured under, outstanding awards and the exercise prices
specified therein as may be determined to be appropriate and equitable.
The Committee may provide in the agreement evidencing any award for
adjustments to such award in order to prevent the dilution or
enlargement of rights thereunder or to provide for acceleration of
benefits thereunder in the event of a change in control, merger,
consolidation, reorganization, recapitalization, sale or exchange of
substantially all assets or dissolution of, or spinoff or similar
transaction by, the Company.
Notwithstanding any other provision of the Plan to the contrary, in
the event of a Change in Control: (i) any SARs and options outstanding as
of the date such Change in Control is determined to have occurred and not
then exercisable and vested shall become fully exercisable and vested to
the full extent of the original grant; and (ii) the restrictions applica-
ble to any restricted stock shall lapse, and such restricted stock shall
become free of all restrictions and become fully vested and transferable
to the full extent of the original grant.
For purposes of the Plan, a "Change in Control" shall mean the
happening of any of the following events other than the Transaction:
(i) An acquisition by any individual, entity or group (with the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (1) the then outstanding
shares of common stock of the Company (the "Outstanding Company Common
Stock") or (2) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); excluding,
however, the following: (1) any acquisition directly from the Company,
other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired
directly from the Company, (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any subsidiary of the Company or (4) any
acquisition of the Company by any corporation pursuant to a
reorganization, merger, consolidation or similar corporate transaction
(hereinafter referred to as a "Corporate Transaction"), if, pursuant to
such Corporate Transaction, the conditions described in clauses (1), (2)
and (3) of subparagraph (iii) below are satisfied; or
(ii) A change in the composition of the Board of Directors such that
the individuals who, as of the date the Transaction is consummated,
constituted the Board of Directors (such Board of Directors shall be
hereinafter referred to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors; provided,
however, for purposes of this subparagraph, that any individual who
becomes a member of the Board of Directors subsequent to the date the
Transaction is consummated, whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority
of those individuals who are members of the Board of Directors and who
were also members of the Incumbent Board (or deemed to be such pursuant
to this proviso) shall be considered as though such individual were a
member of the Incumbent Board; but, provided further, that any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board of Directors shall not be so
considered as a member of the Incumbent Board; or
(iii) The approval by the shareholders of the Company of a Corporate
Transaction or, if consummation of such Corporate Transaction is
subject, at the time of such approval by shareholders, to the consent of
any government or governmental agency, the obtaining of such consent
(either explicitly or implicitly by consummation); excluding, however,
such a Corporate Transaction pursuant to which (1) all or substantially
all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate Transaction
will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock of the corporation
resulting from such Corporate Transaction and the combined voting power
of the outstanding voting securities of such corporation entitled to vote
generally in the electron of directors, in substantially the same
proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (2) no Person (other than
the Company, any employee benefit plan (or related trust) of the Company
or such corporation resulting from such Corporate Transaction or any
Person beneficially owning, immediately prior to such Corporate
Transaction, directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as the
case may be) will beneficially own, directly or indirectly, 20% or more
of, respectively the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the combined
voting power of the outstanding securities of such corporation entitled
to vote generally in the election of directors and (3) individuals who
were members of the Incumbent Board will constitute at least a majority
of the members of the board of directors of the corporation resulting
from such Corporate Transaction; or
(iv) The approval by the shareholders of the Company of (1) a
complete liquidation or dissolution of the Company or (2) the sale or
other disposition of all or substantially all of the assets of the
Company; excluding, however, such a sale or other disposition to a
corporation, with respect to which following such sale or other
disposition, (A) more than 60% of, respectively, the outstanding shares
of common stock of such corporation and the combined voting power of the
outstanding voting securities of such corporation entitled to vote
generally in the election of directors will be beneficially owned,
directly, or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior
to such sale or other disposition, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (B)
no Person (other than the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) will
beneficially own, directly or indirectly, 20% or more of, respectively,
the outstanding shares of common stock of such corporation and the
combined voting power of the outstanding securities of such corporation
entitled to vote generally in the election of directors and (c)
individuals who were members of the Incumbent Board will constitute at
least a majority of the members of the board of directors of such
corporation.
(d) Tax Withholding. The Committee shall have the power to withhold,
or require a participant to remit to the Company, an amount sufficient to
satisfy any withholding or other tax due with respect to any amount
payable and/or shares issuable under the Plan, and the Committee may
defer such payment or issuance unless indemnified to its satisfaction.
Subject to the consent of the Committee, a participant may make an
irrevocable electron to have shares of common stock otherwise issuable
under an award withheld, tender back to the Company shares of common
stock received pursuant to an award or deliver to the Company
previously-acquired shares of common stock having a fair market value
sufficient to satisfy all or part of the participant's estimated tax
obligations associated with the transaction. Such election must be made
by a participant prior to the date on which the relevant tax obligation
arises. The Committee may disapprove of any election and may limit,
suspend or terminate the right to make such elections.
(e) Listing and Legal Compliance. The Committee may suspend the
exercise or payment of any award so long as it determines that securities
exchange listing or registration or qualification under any securities
laws is required in connection therewith and has not been completed on
terms acceptable to the Committee.
(f) Beneficiary Designation. Subject to paragraph 5(b), participants
may name, from time to time, beneficiaries (who may be named contingently
or successively) to whom benefits under the Plan are to be paid in the
event of their death before they receive any or all of such benefit. Each
designation will revoke all prior designations by the same participant,
shall be in a form prescribed by the Committee, and will be effective
only when filed by the participant in writing with the Committee during
the participant's lifetime. In the absence of any such designation,
benefits remaining unpaid at the participant's death shall be paid to the
participant's estate.
(g) Rights of Participants. Nothing in the Plan shall interfere with
or limit in any way the right of the Company to terminate any
participant's employment at any time, nor confer upon any participant any
right to continue in the employ of the Company for any period of time or
to continue his or her present or any other rate of compensation. No
employee shall have a right to be selected as a participant, or, having
been so selected, to be selected again as a participant.
(h) Amendment, Suspension and Termination of Plan. The Board of
Directors or the Committee may suspend or terminate the Plan or any
portion thereof at any time and may amend it from time to time in such
respects as the Board of Directors or the Committee may deem advisable.
No such amendment, suspension or termination shall impair the rights of
participants under outstanding awards without the consent of the
participants affected thereby.
The Committee may amend or modify any award in any manner to the
extent that the Committee would have had the authority under the Plan to
initially grant such award. No such amendment or modification shall
impair the rights of any participant under any award without the consent
of such participant.
Exhibit 4.2
COMMON STOCK COMMON STOCK
[TA ] AUTOLIV, INC. [ ]
INCORPORATED UNDER THE CUSIP 052800 10 9
LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS
- ---------------------------------------------------------------------------
THIS IS TO CERTIFY That is the owner of
- ---------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR
VALUE OF $1 PER SHARE OF
Autoliv, Inc. (hereinafter called the "Corporation") transferable on the
books of the Corporation in person or by duly authorized attorney
upon surrender of this certificate properly endorsed. This certificate
is not valid unless countersigned and registered by the Transfer Agent
and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of the Corporation's duly authorized officers.
Dated:
AUTOLIV, INC.
CORPORATE
SEAL
1996
DELAWARE
/S/JORGEN SVENSSON /S/GUNNAR BARK
SECRETARY CHAIRMAN OF
THE BOARD
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO
SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUESTS MAY BE MADE
TO THE CORPORATION OR THE TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - --------- Custodian -----------
(Cust) (Minor)
TEN ENT - as tenants by the under Uniform Gifts to Minors
entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants Act-------------------
in common (State)
</TABLE>
Additional abbreviations may also be used
though not in the above list.
For value received, ________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------------
- -----------------------------
- -------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
- ------------------------------------------------------------------ shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ---------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated-----------------------
----------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
- -----------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
Exhibit 5.1
[SKADDEN, ARPS LETTERHEAD]
May 1, 1997
Autoliv, Inc.
c/o Autoliv AB
Box 703 81
S-107 24 Stockholm
Sweden
Re: Registration Statement on Form S-8 of the
Autoliv, Inc. 1997 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Autoliv, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "SEC") on the date
hereof, relating to the issuance of up to 1,000,000 shares (the "Shares")
of the common stock, par value $1.00 per share (the "Common Stock"), of
the Company pursuant to the Autoliv, Inc. 1997 Stock Incentive Plan (the
"Plan") of the Company.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Act").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, the Plan, a specimen certificate evidencing the
Common Stock, the Restated Certificate of Incorporation of the Company as
in effect on the date hereof, the Restated By-Laws of the Company as in
effect on the date hereof, certain resolutions of the Board of Directors
of the Company relating to, among other things, the Plan and such other
documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such
copies. As to any facts material to the opinions expressed herein which
we did not independently establish or verify, we have relied upon
certificates, statements or representations of officers and other
representatives of the Company, public officials and others.
Members of our firm are admitted to the Bar of the State of
New York, and we do not express any opinion as to the laws of any other
jurisdiction except the General Corporation Law of the State of Delaware.
The Shares may be offered from time to time on a delayed or continuous
basis and this opinion is limited to the laws specified above as in
effect on the date hereof.
Based upon the foregoing and assuming the certificates
representing the Shares will be manually signed by one of the authorized
officers of First Chicago Trust Company of New York, as transfer agent
and registrar (the "Transfer Agent and Registrar") and registered by the
Transfer Agent and Registrar, and conform to the specimen thereof
examined by us, we are of the opinion that the Shares registered on the
Registration Statement have been duly authorized and, when issued and
delivered in accordance with the terms of the Plan and consideration is
paid therefor, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the SEC
as Exhibit 5 to the Registration Statement. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the
SEC thereunder.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Autoliv, Inc. 1997
Stock Incentive Plan of our report dated November 4, 1996, with respect
to the combined financial statements of Automotive Safety Products, an
operating group of Morton International, Inc., as of June 30, 1996 and
1995 and for each of the three years in the period ended June 30, 1996,
included in the Registration Statement (Form S-4) of Autoliv, Inc. filed
with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
April 29, 1997
Exhibit 23.2
[LETTERHEAD OF ERNST & YOUNG AB]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv, Inc. 1997
Stock Incentive Plan (the "Form S-8") and to the use of our report dated
January 30, 1997, with respect to the consolidated financial statements
of Autoliv AB, as of December 31, 1996, included in the Proxy
Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.
ERNST & YOUNG AB
/S/ TOBJORN HANSSON
Tobjorn Hansson
Authorized Public Accountant
Stockholm, Sweden
April 30, 1997
Exhibit 23.3
BEFEC-PRICE WATERHOUSE SYC SA
34, Place des Corolles 6 rue Le Sueur
Tour AIG - Cedex 105 75116 PARIS
92908 Paris La Defense 2
CONSENT OF INDEPENDENT AUDITORS
BOARD OF DIRECTORS
AUTOLIV AB
Box 70381
S-107 24 Stockholm
SUEDE
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv, Inc. 1997
Stock Incentive Plan (the "Form S-8") and to the use of our report dated
January 27, 1997, with respect to the financial statements of Franco
Suedoise d'Investissements SA, as of December 31, 1996, included in the
Proxy Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.
Paris, France
April 30, 1997
For BEFEC-PRICE WATERHOUSE For SYC SA
Statutory auditor Statutory auditor
/S/ J. VANTALON /S/ S. YABLONSKY
J. Vantalon S. Yablonsky
Exhibit 23.4
[LETTERHEAD OF SERGE YABLONSKY]
CONSENT OF INDEPENDENT AUDITORS
BOARD OF DIRECTORS
AUTOLIV AB
Box 70381
S-107 24 Stockholm
SUEDE
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv, Inc. 1997
Stock Incentive Plan (the "Form S-8") and to the use of our report dated
January 27, 1997, with respect to the financial statements of Livbag SA
and Livbag SNC, as of December 31, 1996, included in the Proxy
Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.
Paris, France
April 30, 1997
/S/ S. YABLONSKY
S. Yablonsky
Statutory auditor
Exhibit 23.5
[LETTERHEAD OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv, Inc. 1997
Stock Incentive Plan (the "Form S-8") and to the use of our report dated
January 27, 1997, with respect to the financial statements of Autoliv
GmbH, as of December 31, 1996, included in the Proxy
Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.
/S/ KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG
KPMG Deutsche Treuhand-Gesellschaft AG
Hamburg, Germany
April 30, 1997
Exhibit 23.6
BEFEC-PRICE WATERHOUSE Serge YABLONSKY
34, Place des Corrolles 6 rue Le Sueur
Tour AIG - Cedex 105 75116 PARIS
92908 Paris La Defense 2
CONSENT OF INDEPENDENT AUDITORS
BOARD OF DIRECTORS
AUTOLIV AB
Box 70381
S-107 24 Stockholm
SUEDE
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Autoliv, Inc. 1997
Stock Incentive Plan (the "Form S-8") and to the use of our report dated
January 27, 1997, with respect to the financial statements of Autoliv
France SNC, as of December 31, 1996, included in the Proxy
Statement/Prospectus/Exchange Offer that is made a part of the
Registration Statement on Form S-4 of Autoliv, Inc. (File No. 333-23813)
which, in turn, has been incorporated by reference in the Form S-8.
Paris, France
April 30, 1997
For BEFEC-PRICE WATERHOUSE For Serge YABLONSKY
Statutory auditor Statutory auditor
/S/ J. VANTALON /S/ S. YABLONSKY
J. Vantalon S. Yablonsky
