As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. 333-________
---------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
INDIANA 38-3354643
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2135 WEST MAPLE ROAD
TROY, MICHIGAN 48084-7186
(248) 435-1000
(Address of principal executive offices)
ARVINMERITOR, INC. EMPLOYEE STOCK BENEFIT PLAN
(AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC.
EMPLOYEE STOCK BENEFIT PLAN)
ARVINMERITOR, INC. 1998 STOCK BENEFIT PLAN
(AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC. 1998 STOCK BENEFIT PLAN)
ARVINMERITOR, INC. 1988 STOCK BENEFIT PLAN
(AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC. 1988 STOCK BENEFIT PLAN)
(Full title of each plan)
VERNON G. BAKER, II
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ARVINMERITOR, INC.
2135 WEST MAPLE ROAD
TROY, MICHIGAN 48084-7186
(Name and address of agent for service)
(248) 435-1000
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
FREDERICK L. HARTMANN
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5500
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)
-------------------------- -------------- --------- --------- -------------
<S> <C> <C> <C> <C>
Common Stock, $1 par value
(including associated preferred
stock purchase rights) 2,583,703 $41.3125 $75,937,615 $20,048
</TABLE>
(1) Based upon 847,350 shares of Common Stock to be issued
under the ArvinMeritor, Inc. Employee Stock Benefit Plan,
748,356 shares of Common Stock to be issued under the
ArvinMeritor, Inc. 1998 Stock Benefit Plan, and 987,997
shares of Common Stock to be issued under the ArvinMeritor,
Inc. 1988 Stock Benefit Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act
of 1933, as amended, based upon the price at which the
options may be exercised under the Plans. The price at which
options may be exercised range from $18.5625 to $41.3125,
with weighted average exercise price of $29.3910. The value
attributable to the associated preferred stock purchase
rights is reflected in the value attributable to the Common
Shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by ArvinMeritor,
Inc. (the "Registrant"), or Meritor Automotive, Inc. as predecessor to
the Registrant, are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Meritor Automotive, Inc.
for the fiscal year ended September 30, 1999;
(b) The Quarterly Reports on Form 10-Q of Meritor Automotive,
Inc. for the quarterly periods ended December 31, 1999 and
March 31, 2000;
(c) The Current Reports on Form 8-K of Meritor Automotive, Inc.
dated April 14, 2000 and June 15, 2000;
(d) The Current Report on Form 8-K of the Registrant dated July
10, 2000;
(e) The description of the Registrant's Common Stock contained
in its Registration Statement on Form S-4/A (File No. 333-
36448); and
(f) The description of the Registrant's Rights contained in the
Registration Statement on Form 8-A12B dated July 10, 2000.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein 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.
Not applicable.
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 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 the director was a party because the
director is or was a director of the corporation, or (2) it is court
ordered.
Section 8.06 of the ArvinMeritor Restated Articles of
Incorporation will, at the effective time of the merger, contain
provisions authorizing, to the extent permitted under the Indiana
Business Corporation Law and the ArvinMeritor By-Laws, indemnification
of directors and officers, including payment in advance of expenses in
defending an action and maintaining liability insurance on such
directors and officers. Specifically, the ArvinMeritor By-Laws will
provide that ArvinMeritor shall 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 (an "Action"), 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 attorneys' fees) and judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such Action. ArvinMeritor also shall 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. Article 8 of the ArvinMeritor By-Laws and the
appendix thereto entitled "Procedures for Submission and Determination
of Claims for Indemnification Pursuant to Article 8 of the By-Laws"
set forth particular procedures for submission and determination of
claims for indemnification.
ArvinMeritor's directors and officers will be insured against
certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
2
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement.
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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 therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
3
(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.
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 the 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.
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 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.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Troy, State of
Michigan, on this 10th day 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
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Larry D. Yost* Chairman of the Board and July 10, 2000
-------------------------------- Chief Executive Officer (principal
Larry D. Yost executive officer)
/s/ V. William Hunt* Vice Chairman and President July 10, 2000
--------------------------------
V. William Hunt
/s/ Thomas A. Madden* Senior Vice President and July 10, 2000
-------------------------------- Chief Financial Officer (principal
Thomas A. Madden financial officer)
/s/ William M. Lowe* Vice President and Controller July 10, 2000
-------------------------------- (principal accounting officer)
William M. Lowe
/s/ Joseph B. Anderson, Jr.* Director July 10, 2000
--------------------------------
Joseph B. Anderson, Jr.
5
/s/ Donald R. Beall* Director July 10, 2000
--------------------------------
Donald R. Beall
/s/ Steven C. Beering* Director July 10, 2000
--------------------------------
Steven C. Beering
/s/ Rhonda L. Brooks* Director July 10, 2000
--------------------------------
Rhonda L. Brooks
/s/ John J. Creedon* Director July 10, 2000
--------------------------------
John J. Creedon
/s/ Joseph P. Flannery* Director July 10, 2000
--------------------------------
Joseph P. Flannery
/s/ Robert E. Fowler, Jr.* Director July 10, 2000
--------------------------------
Robert E. Fowler, Jr.
/s/ William D. George, Jr.* Director July 10, 2000
--------------------------------
William D. George, Jr.
Director
--------------------------------
Ivan W. Gorr
/s/ Charles H. Harff* Director July 10, 2000
--------------------------------
Charles H. Harff
/s/ Don J. Kacek* Director July 10, 2000
--------------------------------
Don J. Kacek
6
/s/ Victoria B. Jackson* Director July 10, 2000
--------------------------------
Victoria B. Jackson
/s/ James E. Marley* Director July 10, 2000
--------------------------------
James E. Marley
/s/ James E. Perella* Director July 10, 2000
--------------------------------
James E. Perella
/s/ Harold A. Poling* Director July 10, 2000
--------------------------------
Harold A. Poling
/s/ Martin D. Walker* Director July 10, 2000
--------------------------------
Martin D. Walker
* By /s/ Vernon G. Baker, II
------------------------------
Vernon G. Baker, II
Attorney-in-Fact
</TABLE>
7
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------- -------
4* Rights Agreement, dated as of July 3, 2000, between
ArvinMeritor and EquiServe Trust Company, N.A. (incorporated
by reference to Exhibit 1 of ArvinMeritor's Registration
Statement on Form 8-A12B (Reg. No. 001-15983), filed with
the Commission on July 10, 2000).
5 Opinion of Schiff Hardin & Waite
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Schiff Hardin & Waite (contained in its opinion
filed as Exhibit 5)
24 Power of Attorney
________
* Incorporated by reference.
8
