Registration No. 333-_________
--------------------------------------------------------------------------------
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 38-3519512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5500 Auto Club Drive
Dearborn, Michigan 48126
(Address of principal executive offices) (Zip Code)
The Visteon Investment Plan for Salaried Employees
(Full title of the plan)
Stacy L. Fox
Senior Vice President, General Counsel and Secretary
Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126
(800) VISTEON
(Name, address and telephone number, including
area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share Offering Price Registration Fee
--------------------------------------------------------------------------------
Common Stock, 5,000,000
$1.00 par value shares $16.0625(2) $80,312,500(2) $21,202.50
--------------------------------------------------------------------------------
(1) Plus an indeterminate number of shares which may be issued as a result of
anti-dilution provisions contained in the Plan.
(2) Based on the market price of the Common Stock of the Company on June 14,
2000, in accordance with Rules 457(c) and (h) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.
---------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Visteon Corporation (the "Company")
and the Visteon Investment Plan for Salaried Employees (the "Plan") with the
Commission are incorporated herein by reference:
(a) The latest prospectus of the Company filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (File No. 333-38388), which
includes audited financial statements for the year ended December 31, 1999.
(b) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A (File No. 001-15827), 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 and the Plan 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.
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 does not own any Common Stock as of the date of this
Registration Statement, but is likely to own Common Stock and options to
purchase shares of Common Stock at or shortly after such time as the Company's
parent distributes the Common Stock to its stockholders.
-2-
<PAGE>
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 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.
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.
All of the Company's directors and officers will be 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 of 1933, as amended.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
-3-
<PAGE>
Item 8. Exhibits.
--------
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
---------- -------
(4) The Visteon Investment Plan for Salaried Employees
(5A) 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.
(5B) The Company hereby undertakes to submit the Plan and any
amendments thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the
IRS in order to qualify the Plan.
(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.
------------
(a) 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, 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 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 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such
-4-
<PAGE>
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a 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 Act and will be governed by the final adjudication of
such issue.
-5-
<PAGE>
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 Dearborn, and State of Michigan, on this 16th
day of June, 2000.
VISTEON CORPORATION
By:/s/ Peter J. Pestillo
------------------------------------
Peter J. Pestillo
Chairman of the Board, Chief Executive
Officer and President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Peter J. Pestillo and Stacy L. Fox, and each of them
individually, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, 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 either of them, may lawfully do or cause to be
done by virtue hereof.
S-1
<PAGE>
Signature Title Date
--------- ----- ----
Chairman of the Board, Chief
/s/ Peter J. Pestillo Executive Officer, President and
--------------------------- Director (Principal Executive
Peter J. Pestillo Officer) June 16, 2000
/s/ Daniel R. Coulson Executive Vice President and Chief
--------------------------- Financial Officer (Principal
Daniel R. Coulson Financial and Accounting Officer) June 16, 2000
/s/ W. Wayne Booker
---------------------------
W. Wayne Booker Director June 16, 2000
/s/ John M. Rintamaki
---------------------------
John M. Rintamaki Director June 16, 2000
/s/ Henry D.G. Wallace
---------------------------
Henry D.G. Wallace Director June 16, 2000
S-2
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dearborn, and
State of Michigan, on this 16th day of June, 2000.
The Visteon Investment Plan for
Salaried Employees
/s/ Daniel R. Coulson
---------------------------------------
Daniel R. Coulson
/s/ Robert H. Marcin
---------------------------------------
Robert H. Marcin
/s/ Stacy L. Fox
---------------------------------------
Stacy L. Fox
Visteon Investment Plan Committee
S-3
<PAGE>
EXHIBIT INDEX
VISTEON INVESTMENT PLAN FOR SALARIED EMPLOYEES
Exhibit No. Exhibit
----------- -------
(4) The Visteon Investment Plan for Salaried Employees
(5A) 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.
(5B) The Company hereby undertakes to submit the Plan and any
amendments thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the
IRS in order to qualify the Plan.
(23) Consent of PricewaterhouseCoopers LLP
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
