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Registration No. 333-35407
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Post Effective Amendment No. 1
to
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ARVINMERITOR, INC.
(successor to Meritor Automotive, Inc.)
(Exact name of registrant as specified in its charter)
INDIANA 33-3354643
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2135 West Maple Road 48084-7186
Troy, Michigan (Zip Code)
(Address of principal executive offices)
MERITOR AUTOMOTIVE, INC. 1997 LONG-TERM INCENTIVES PLAN
(Full title of Plan)
Vernon G. Baker, II, Esq.
Senior Vice President,
General Counsel and Secretary
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
(248) 435-1000
(Name, address, and telephone number, including area code, of agent for service)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Meritor Automotive, Inc. ("Meritor"), a Delaware corporation, merged
into ArvinMeritor, Inc. ("ArvinMeritor"), an Indiana corporation, effective at
11:59 p.m. on July 7, 2000, pursuant to and in compliance with statutory
provisions of the states of Delaware and Indiana. The merger was approved by the
stockholders of Meritor at a special meeting for which proxies were solicited
pursuant to section 14(a) of the Securities Exchange Act of 1934, as amended.
Immediately prior to the merger, ArvinMeritor had no assets or liabilities other
than nominal assets or liabilities. Pursuant to the statutory provisions under
which the merger was effected, ArvinMeritor acquired all of the assets and
assumed all of the liabilities and obligations of Meritor, including all of
Meritor's liabilities and obligations under the Meritor Automotive, Inc. 1997
Long-Term Incentives Plan ("Plan").
ArvinMeritor, a successor issuer for purposes of Rule 414 under the
Securities Act of 1933, as amended, files this Post-Effective Amendment No. 1 to
Meritor's Registration Statement on Form S-8 (Registration No. 333-35407)
("Registration Statement") pursuant to the provisions of Rule 414(d).
ArvinMeritor hereby expressly adopts the Registration Statement as its own
registration statement for all purposes under the Securities Act, and amends the
Registration Statement in the respects stated below.
Upon the effectiveness of the merger, holders of shares of the common
stock, $1 par value, of Meritor had the right to exchange each such share for
.75 shares of the common stock, $1 par value, of ArvinMeritor.
Because of this conversion and exchange:
- in the future, ArvinMeritor common stock will be issued under
the Plan instead of Meritor common stock;
- the total number of shares of Meritor common stock registered
under the Registration Statement (7,000,000) was multiplied by
.75 to determine the total number of registered shares of
ArvinMeritor common stock (5,250,000);
- options and other stock-based derivatives authorized to be
issued under the Plan will be based on ArvinMeritor common
stock rather than Meritor common stock; and
- outstanding options to purchase shares of Meritor common
stock, previously issued under the Plan, were converted to
options to purchase shares of ArvinMeritor common stock, with
each option to purchase one share of Meritor common stock
being converted into an option to purchase .75 shares
ArvinMeritor common stock.
The following items of the Registration Statement are also amended in
the respects noted below.
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Item 3. Incorporation of Documents by Reference.
The following portion of a document, which has been filed with the
Securities and Exchange Commission, is incorporated herein by reference and made
a part hereof:
The information under the heading "Description of Combined Company
Capital Stock" in ArvinMeritor's Registration Statement on Form S-4, as
amended (Registration Statement No. 333-36448) (Form S-4).
Item 6. Indemnification of Directors and Officers
The Indiana Business Corporation Law permits indemnification of
officers, directors, employees and agents against liabilities and expenses
incurred in proceedings if the person acted in good faith and reasonably
believed that (1) in the case of conduct in the person's official capacity with
the corporation, that the person's conduct was in the corporation's best
interests, and (2) in all other cases, that the person's conduct was at least
not opposed to the corporation's best interests. In criminal proceedings, the
person must either have reasonable cause to believe the conduct was lawful or
must have had no reasonable cause to believe that the conduct was unlawful.
Unless the articles of incorporation provide otherwise, indemnification is
mandatory in two instances: (1) a director successfully defends himself in a
proceeding to which he or she was a party because he or she is or was a director
of the corporation, or (2) it is ordered by a court.
Section 8.06 of ArvinMeritor's Restated Articles of Incorporation
provides for indemnification of directors and officers. Section 8.06 provides
that to the extent permitted under the Indiana Business Corporation Law and the
ArvinMeritor By-Laws, ArvinMeritor will indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil or criminal, administrative
or investigative, formal or informal, by reason of the fact that such person is
or was a director, officer, employee or agent of ArvinMeritor, or is or was
serving at the request of ArvinMeritor as a director, officer, employee, agent,
partner, trustee or member or in another authorized capacity of or for another
corporation, unincorporated association, business trust, estate, partnership,
trust, joint venture, individual or other legal entity, whether or not organized
or formed for profit, against expenses (including attorney's fees) and
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action. ArvinMeritor
will pay, in advance of the final disposition of an action, the expenses
reasonably incurred in defending such action by a person who may be entitled to
indemnification.
Item 8. Exhibits
4(a) Restated Articles of Incorporation of ArvinMeritor (filed as
Exhibit 4.01 to the Form S-4 and incorporated herein by
reference).
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4(b) By-laws of ArvinMeritor (filed as Exhibit 4.02 to the Form S-4
and incorporated herein by reference).
4(c) Rights Agreement, dated as of July 3, 2000, between
ArvinMeritor and EquiServe Trust Company, N.A., as rights
agent (filed as Exhibit 4.03 to the Form S-4 and incorporated
herein by reference).
24 Power of Attorney authorizing certain persons to sign this
post-effective amendment to the Registration Statement.
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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
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Troy,
Michigan, on the 10th day of July, 2000.
ARVINMERITOR, INC.
By: /s/ Vernon G. Baker, II
---------------------------------
Vernon G. Baker, II
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities act of 1933, this
post-effective amendment to the registration statement has been signed on the
10th day of July, 2000, by the following persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Larry D. Yost* Chairman of the Board and Chief
Executive Officer (principal
executive officer) and Director
Joseph B. Anderson, Jr., Donald R. Directors
Beall, Steven C. Beering, Rhonda L.
Brooks, John J. Creedon, Joseph P.
Flannery, Robert E. Fowler, Jr.,
William E. George, Jr., Richard W.
Hanselman, Charles H. Harff, V.
William Hunt, Don J. Kacek, Victoria
B. Jackson, James E. Marley, James E.
Perrella, Harold A. Poling, and
Martin D. Walker*
Thomas A. Madden* Senior Vice President and Chief
Financial Officer (principal
financial officer)
William M. Lowe* Vice President and Controller
(principal accounting officer)
*By: /s/ Vernon G. Baker, II
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(Vernon G. Baker, II,
attorney-in-fact)
</TABLE>
