As filed with the Securities and Exchange Commission on May 6, 2011
File No. [—]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Fortune Brands Home & Security LLC
(Exact name of registrant as specified in its charter)
Delaware | 62-1411546 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
520 Lake Cook Road, Deerfield, IL | 60015-5611 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(847) 484-4400
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which | |
Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Fortune Brands Home & Security LLC
Cross-Reference Sheet Between Information Statement and Items of Form 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the “Information Statement”). None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business.
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation,” “Capitalization,” “Business,” “Certain Relationships and Related Party Transactions,” “Where You Can Find More Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Item 1A. Risk Factors.
The information required by this item is contained under the sections “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.”
Item 2. Financial Information.
The information required by this item is contained under the sections “Summary—Selected Financial Data,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Item 3. Properties.
The information required by this item is contained under the section “Business—Other Information—Properties.”
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the sections “Security Ownership of Management, Directors and Principal Stockholders.”
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section “Management.”
Item 6. Executive Compensation.
The information required by this item is contained under the sections “Management,” “Compensation Discussion and Analysis” and “Named Executive Officer Compensation.”
Item 7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Management.”
Item 8. Legal Proceedings.
The information required by this item is contained under the section “Business—Other Information—Legal Proceedings.”
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections “Summary,” “The Separation” and “Description of Capital Stock.”
Item 10. Recent Sales of Unregistered Securities.
Not applicable.
Item 11. Description of Registrant’s Securities to Be Registered.
The information required by this item is contained under the sections “The Separation—Dividends” and “Description of Capital Stock.”
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the sections “Description of Capital Stock— Limitation of Liability of Directors” and “Description of Capital Stock—Indemnification of Directors and Officers.”
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the sections “Index to Financial Statements” and the statements referenced therein.
Item 14. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 15. Financial Statements and Exhibits.
(a) | Financial Statements |
The information required by this item is contained under the sections “Unaudited Pro Forma Consolidated Financial Statements” and “Index to Financial Statements” and the statements referenced therein. Those sections are incorporated herein by reference.
(b) | Exhibits |
Exhibit No. |
Exhibit Description | |
2.1 | Form of Separation and Distribution Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
3.1 | Amended and Restated Certificate of Incorporation of Fortune Brands Home & Security, Inc.* | |
3.2 | Amended and Restated Bylaws of Fortune Brands Home & Security, Inc.* | |
10.1 | Form of Transition Services Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
10.2 | Form of Indemnification Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
10.3 | Form of Employee Matters Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* |
2
Exhibit No. |
Exhibit Description | |
10.4 | Form of Tax Allocation Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
21.1 | List of subsidiaries of Fortune Brands Home & Security, Inc.* | |
99.1 | Preliminary Information Statement of Fortune Brands Home & Security LLC, subject to completion, dated May 6, 2011 |
* | To be filed by amendment. |
3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
FORTUNE BRANDS HOME & SECURITY LLC | ||
By: | /s/ Christopher J. Klein | |
Name: | Christopher J. Klein | |
Title: | President and Chief Executive Officer |
Dated: May 6, 2011
EXHIBIT INDEX
Exhibit No. |
Exhibit Description | |
2.1 | Form of Separation and Distribution Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
3.1 | Amended and Restated Certificate of Incorporation of Fortune Brands Home & Security, Inc.* | |
3.2 | Amended and Restated Bylaws of Fortune Brands Home & Security, Inc.* | |
10.1 | Form of Transition Services Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
10.2 | Form of Indemnification Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
10.3 | Form of Employee Matters Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
10.4 | Form of Tax Allocation Agreement between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc.* | |
21.1 | List of subsidiaries of Fortune Brands Home & Security, Inc.* | |
99.1 | Preliminary Information Statement of Fortune Brands Home & Security LLC, subject to completion, dated May 6, 2011 |
* | To be filed by amendment. |