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Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
INDIANA 33-3354643
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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2135 West Maple Road 48084-7186
Troy, Michigan (Zip Code)
(Address of principal executive offices)
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ARVINMERITOR, INC. SAVINGS PLAN
(Full title of the plan)
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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)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (1)
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Common Stock, par value 2,000,000 $ 11.50 $ 23,000,000 $ 5,750
$1 per share, and
associated preferred share
purchase rights(2)
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(1) Based on the average of the high and low prices reported on the
consolidated reporting system of the New York Stock Exchange on January 2,
2001, pursuant to Rule 457(c) and 457(h)(1) under the Securities Act of
1933.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the ArvinMeritor, Inc. Savings Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents or portions thereof, which have been filed with
the Securities and Exchange Commission (the "SEC"), are incorporated by
reference and made a part hereof:
Annual Report on Form 10-K of ArvinMeritor, Inc. ("ArvinMeritor" or the
"Company") for the fiscal year ended September 30, 2000 (including
portions of the Company's 2000 Annual Report to Shareowners and proxy
statement for the Company's 2001 annual meeting of shareowners
incorporated therein by reference) (File No. 1-15983).
The information under the heading "Description of Combined Company
Capital Stock" in ArvinMeritor's Registration Statement on Form S-4, as
amended (Registration No. 333-36448)("Form S-4").
All documents subsequently filed by the Company and by the ArvinMeritor,
Inc. Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") 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 to be incorporated herein by reference and be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated 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 or is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or
superseded.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Vernon G. Baker, II, Esq., who has passed upon the legality of any newly
issued Common Stock of the Company covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of the Company.
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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
contains 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, ArvinMeritor's By-Laws provide that the Company 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. The Company's By-Laws also set forth
particular procedures for submission and determination of claims for
indemnification.
ArvinMeritor's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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).
5(a) Opinion of Vernon G. Baker, II, Esq., Senior Vice President,
General Counsel and Secretary of the Company, as to the legality
of any newly-issued Common Stock of the Company covered by the
Registration Statement.
5(b) In lieu of an opinion concerning compliance with the
requirements of the Employee Retirement Income Security Act of
1974, as amended, or a determination letter of the Internal
Revenue Service (the "IRS") that the Plan is qualified under
Section 401 of the Internal Revenue Code, the Company hereby
undertakes to submit the Plan and any amendment thereto to the
IRS in a timely manner and to make all changes required by the
IRS in order to qualify the Plan.
23(a) Consent of Vernon G. Baker, II, Esq., Senior Vice President,
General Counsel and Secretary of the Company, is contained in
his opinion filed as Exhibit 5(a) to this Registration
Statement.
23(b) Consent of M. L. Murrah, Esq.
23(c) Consent of Deloitte & Touche LLP, independent auditors.
24 Power of Attorney authorizing certain persons to sign the
Registration Statement.
Item 9. UNDERTAKINGS.
The Company and the Plan hereby undertake:
(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
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estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (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 (i)
and (ii) do not apply if the registration statement is on Form S-8 and
the information required to be included in a post-effective amendment by
those provisions is contained in periodic reports filed with or
furnished to the SEC by the registrant pursuant to section 13 or section
15(d) of the Exchange Act 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) 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act (and each
filing of the Plan's annual report pursuant to section 15(d) of the
Exchange Act) 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions described
above, or otherwise, the Company has been advised that in the opinion of
the SEC 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 the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.
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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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, State of Michigan, on the 8th day of
January, 2001.
ARVINMERITOR, INC.
By: /s/ VERNON G. BAKER, II
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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 on the 8th day of January, 2001, by the
following persons in the capacities indicated:
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SIGNATURE TITLE
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Larry D. Yost* Chairman of the Board and
Chief Executive Officer (principal
executive officer) and Director
V. William Hunt* Vice Chairman and President and
Director
Joseph B. Anderson, Jr., Steven C. Beering Directors
Rhonda L. Brooks, John J. Creedon,
Joseph P. Flannery, Robert E. Fowler, Jr.,
William E. George, Jr., Richard W. Hanselman,
Charles H. Harff, Don J. Kacek,
Victoria B. Jackson, James E. Marley
and Harold A. Poling*
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)
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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 Troy, State of
Michigan, on the 8th day of January, 2001.
ArvinMeritor, Inc. Savings Plan
By: /s/ RICHARD D. GREB
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Richard D. Greb, Plan Administrator
