sv4za
As filed with
the Securities and Exchange Commission on April 15,
2011
Registration
No. 333-171547
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT NO. 4
TO
Form S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
COLT DEFENSE LLC
COLT FINANCE CORP.
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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3840
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32-0031950
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Delaware
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3840
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27-1237687
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(State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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Incorporation or Organization)
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Classification Code Number)
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Identification No.)
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Scott B. Flaherty
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Chief Financial Officer
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547 New Park Avenue
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547 New Park Avenue
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West Hartford, Connecticut 06110
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West Hartford, Connecticut 06110
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(860) 232-4489
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(860) 232-4489
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(Address, Including Zip Code, and Telephone Number,
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(Name, Address, Including Zip Code, and Telephone Number,
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Including Area Code, of Registrant’s Principal Executive
Offices)
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Including Area Code, of Agent for Service)
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Copies of communications
to:
Jeffrey Grody
General Counsel and Secretary
547 New Park Avenue
West Hartford, Connecticut 06110
(860) 232-4489
William J. Miller, Esq.
Cahill Gordon & Reindel
llp
80 Pine Street
New York, New York 10005
Telephone No.: (212) 701-3000
Facsimile No.: (212) 269-5420
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable
after this Registration Statement becomes effective.
If the securities being registered on this form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following
box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by a check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definition of
“large accelerated filer,” “accelerated
filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act (Check
one):
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Large accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer þ
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Smaller reporting
company o
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(Do not check if a smaller reporting
company)
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If applicable, place an X in the box to designate the
appropriate rule provision relied upon in conducting this
transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender
Offer)
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party
Tender Offer)
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CALCULATION OF REGISTRATION
FEE
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Proposed
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Proposed
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Maximum
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Maximum
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Amount of
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Title of Each Class
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Amount
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Offering Price
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Aggregate
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Registration
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of Securities to be Registered
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to be Registered
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Per Unit(1)
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Offering Price(1)
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Fee(2)(3)
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8.75% Senior Notes due 2017
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$250,000,000
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100.000%
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$250,000,000
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$29,025.00
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(1)
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Estimated solely for purposes of
calculating the registration fee pursuant to Rule 457(f) of
the Securities Act of 1933.
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(2)
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Calculated pursuant to
Rule 457(f)(2) of the Securities Act of 1933. Paid by wire
transfer on January 3, 2011.
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(3)
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No separate consideration will be
received for the guarantees, and no separate fee is payable
pursuant to Rule 457(n) of the Securities Act.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment that
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
This Amendment No. 4 (this “Amendment
No. 4”) to Colt Defense LLC’s and Colt Finance
Corp.’s Registration Statement on
Form S-4
(Registration
No. 333-171547)
(the “Registration Statement”) is being filed solely
to include Exhibit 99.2 and for the purpose of updating the
exhibit index attached to the Registration Statement and
referenced in Part II, Item 21 of the Registration
Statement. This Amendment No. 4 does not modify any
provision of the prospectus that forms a part of the
Registration Statement. Accordingly, the prospectus has been
omitted and this Amendment No. 4 consists of only the
registration statement cover page, this explanatory note and
Part II of the Registration Statement.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
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ITEM 20.
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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Indemnification Under the Delaware General Corporation Law
Section 145 of the Delaware General Corporation Law (the
“DGCL”) grants each corporation organized thereunder
the power to indemnify any person who is or was a director,
officer, employee or agent of a corporation or enterprise,
against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action
by or in the right of the corporation, by reason of being or
having been in any such capacity, if such person acted in good
faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe the person’s conduct was unlawful.
Section 102(b)(7) of the DGCL enables a corporation in its
certificate of incorporation or an amendment thereto to
eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for
violations of the director’s fiduciary duty of care, except
(i) for any breach of the director’s duty of loyalty
to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from
which a director derived an improper personal benefit.
The bylaws of Colt Finance Corp. indemnify any person, to the
fullest extent permitted and in the manner provided, by the
Delaware General Corporation Law.
Indemnification Under the Delaware Limited Liability Company Act
Section 18-108
of the Delaware Limited Liability Company Act authorizes a
limited liability company to indemnify and hold harmless any
member or manager or other person from and against any and all
claims and demands whatsoever, subject to such standards and
restrictions, if any, as are set forth in its limited liability
company agreement.
The limited liability company agreement of Colt Defense LLC
provides a right to indemnification to any person who was or is
made a party or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding by reason of the fact
that he is or was a member of the governing board, director or
officer of Colt Defense LLC or is or was serving at the request
of the Company as a member of the governing board, director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity or
enterprise, in each case, against all expense, liability and
loss (including attorneys’ fees, judgments, amounts paid in
settlement, fines, ERISA excise taxes or penalties) reasonably
incurred or suffered by such person in connection therewith.
With respect to proceedings initiated by an indemnitee to
enforce the rights to indemnification, the Company will
indemnify the indemnitee only if the proceeding is authorized by
the Governing Board. Additionally, the Board may grant rights to
indemnification to other employees and agents of the Company.
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ITEM 21.
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EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
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(a) Exhibits:
Reference is made to the Index to Exhibits following the
signature pages hereto, which Index to Exhibits is hereby
incorporated into this item.
(b) Financial Statement Schedules:
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated
financial statements or related notes.
II-1
Each 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:
(a) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(b) (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) 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
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more that 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
(c) 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, 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 the purpose of determining liability under the
Securities Act of 1933 to any purchaser, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A (§ 230.430A of this
chapter), shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness, provided, however, that no statement made
in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
5. that, for the purpose of determining liability of the
registrant under the Securities Act to any purchaser in the
initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(a) any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(b) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(c) the portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
II-2
(d) any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
6. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of any registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act of 1933
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 any 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
7. Each undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of
this form, within one business day of receipt of such request,
and to send the incorporated documents by first-class mail or
other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
8. Each undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Colt
Defense LLC and Colt Finance Corp. have duly caused this
Registration Statement on
Form S-4
to be signed on its behalf by the undersigned, hereunto duly
authorized, in West Hartford, Connecticut, on the
15th day
of April, 2011.
COLT DEFENSE LLC
COLT FINANCE CORP.
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By:
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/s/ Scott
B. Flaherty
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Scott B. Flaherty
Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Gerald
R. Dinkel and Scott B. Flaherty his true and lawful
attorneys-in-fact, singly, for him and in his name, place and
stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this
Registration Statement or any registration statement relating to
this offering to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, 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, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
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 dates indicated.
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Signature
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Title
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Date
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/s/ Gerald
R. Dinkel
Gerald
R. Dinkel
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Chief Executive Officer &
Manager
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April 15, 2011
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/s/ Scott
B. Flaherty
Scott
B. Flaherty
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Chief Financial Officer
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April 15, 2011
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/s/ Cynthia
J. McNickle
Cynthia
McNickle
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Chief Accounting Officer
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April 15, 2011
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/s/ Gen.
William Keys
Gen.
William Keys, USMC (ret.)
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Manager
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April 15, 2011
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/s/ Marc
C. Baliotti
Marc
Baliotti
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Manager
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April 15, 2011
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/s/ Gen.
the Lord Guthrie of Craigiebank
Gen.
the Lord Guthrie of Craigiebank
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Manager
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April 15, 2011
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II-4
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Signature
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Title
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Date
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/s/ Michael
Holmes
Michael
Holmes
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Manager
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April 15, 2011
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/s/ Vincent
Lu
Vincent
Lu
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Manager
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April 15, 2011
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/s/ John
P. Rigas
John
P. Rigas
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Manager
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April 15, 2011
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/s/ Daniel
J. Standen
Daniel
J. Standen
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Manager
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April 15, 2011
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/s/ Gen.
Gordon R. Sullivan, USA (ret.)
Gen.
Gordon R. Sullivan, USA (ret.)
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Manager
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April 15, 2011
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/s/ Philip
A. Wheeler
Philip
A. Wheeler
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Manager
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April 15, 2011
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II-5
INDEX TO
EXHIBITS
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Exhibit
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No.
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Description
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3
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.1
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Amended and Restated Limited Liability Company Agreement of Colt
Defense LLC dated as of June 12, 2003 reflecting the
amendments adopted as of July 9, 2007.***
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3
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.2
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Certificate of Incorporation of Colt Finance Corp., effective
October 15, 2009.***
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3
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.3
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By-Laws of Colt Finance Corp., effective November 7,
2009.***
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4
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.1
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Indenture, dated as of November 10, 2009, by and among Colt
Defense LLC, Colt Finance Corp. and Wilmington Trust FSB as
trustee.***
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4
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.2
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Registration Rights Agreement, dated as of November 10,
2009.***
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4
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.3
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Credit Agreement, dated as of November 10, 2009, among Colt
Defense LLC, the other loan parties from time to time party
thereto, the financial institutions party thereto from time to
time and JPMorgan Chase Bank, N.A., as administrative agent.***
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4
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.4
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Amendment No. 1 to Credit Agreement, dated as of
March 11, 2010, among Colt Defense LLC, JPMorgan Chase
Bank, N.A., as administrative agent and as a lender and Morgan
Stanley Bank, N.A., as a lender.***
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4
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.5
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Second Amendment and Limited Waiver to Credit Agreement, dated
as of October 29, 2010 (effective as of November 1,
2010), among Colt Defense LLC, JPMorgan Chase Bank, N.A., as
administrative agent and as a lender and Morgan Stanley Bank,
N.A., as a lender.***
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4
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.6
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Form of 8.75% Senior Note due 2017 (included as part of
Exhibit 4.1).***
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4
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.7
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Form of Guarantee 8.75% Senior Note due 2017 (included as
part of Exhibit 4.1).***
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5
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.1
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Opinion of Cahill Gordon & Reindel
llp.***
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10
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.1
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Letter Agreement, between certain of the management companies
associated with Sciens Management, L.L.C. and Colt Defense LLC,
dated as of July 9, 2007.***
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10
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.2
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License Agreement, dated as of December 19, 2003, between
Colt Defense LLC and New Colt Holding Corp.***
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10
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.4
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First Amended and Restated Sublease Agreement, dated as of
October 25, 2005, between Colt Defense LLC and Colt’s
Manufacturing Company LLC.***
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10
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.5.1
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Intercompany Services Agreement, dated as of June 26, 2007,
between Colt Defense LLC and Colt’s Manufacturing Company
LLC.***
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10
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.5.2
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First Amendment to Intercompany Services Agreement dated as of
December 1, 2007.***
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10
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.5.3
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Second Amendment to Intercompany Services Agreement dated as of
January 1, 2009.***
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10
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.6
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Match Target License Agreement, dated as of December 19,
2003 (effective as of January 1, 2004), between Colt
Defense LLC and Colt’s Manufacturing Company LLC.***
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10
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.7.1
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Employment Agreement dated as of October 4, 2010, between
Gerald R. Dinkel and Colt Defense LLC.***†
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10
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.7.2
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Letter agreement dated as of August 30, 2005, between
Jeffrey Grody and Colt Defense LLC.***†
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10
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.7.3
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Letter agreement dated as of August 23, 2004, between James
R. Battaglini and Colt Defense LLC.***†
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10
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.7.4
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Letter agreement dated as of April 28, 2003, between J.
Michael Magouirk and Colt Defense LLC.***†
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10
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.7.5
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Employment Agreement dated as of February 1, 2011, between
Scott B. Flaherty and Colt Defense LLC.***†
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10
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.8.1
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Colt Defense Salaried Income Plan effective November 4,
2002.***†
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10
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.8.2
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First Amendment to the Colt Defense LLC Salaried Retirement
Income Plan effective January 1, 2005.***†
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10
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.8.3
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Second Amendment to the Colt Defense LLC Salaried Retirement
Income Plan effective January 1, 2004.***†
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10
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.8.4
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Third Amendment to the Colt Defense LLC Salaried Retirement
Income Plan effective March 28, 2005.***†
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10
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.8.5
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Fourth Amendment to the Colt Defense LLC Salaried Retirement
Income Plan effective January 1, 2008.***†
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10
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.8.6
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Fifth Amendment to the Colt Defense LLC Salaried Retirement
Income Plan effective January 1, 2009.***†
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10
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.8.7
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Sixth Amendment to the Colt Defense LLC Salaried Retirement
Income Plan effective December 31, 2008.***†
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12
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Statement of ratio of earnings to fixed charges.***
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21
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Subsidiaries of Registrant.***
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23
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.1
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Consent of PricewaterhouseCoopers LLP.***
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Exhibit
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No.
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Description
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23
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.2
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Consent of UHY LLP.***
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23
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.3
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Consent of Cahill Gordon & Reindel LLP (included as
part of Exhibit 5.1).***
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24
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.1
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Power of Attorney.***
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25
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.1
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Form T-1
Statement of Eligibility of Wilmington Trust FSB, as
Trustee for Indenture dated November 10, 2009.***
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99
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.1
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Letter of Transmittal.***
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99
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.2
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Form of Notice of Guaranteed Delivery.*
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* |
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Filed herewith |
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*** |
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Previously filed. |
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Management contracts and compensatory plans and arrangements. |