VISTEON CORP
S-8, 2000-06-21
MOTOR VEHICLE SUPPLIES & NEW PARTS
Previous: LAFAYETTE COMMUNITY BANCORP, SB-2/A, 2000-06-21
Next: VISTEON CORP, S-8, EX-4, 2000-06-21



                                                  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)





© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission