UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2018
Veoneer, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38471 | 82-3720890 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Klarabergsviadukten 70, Section B7, SE-111 64
Box 70381, SE-107 24
Stockholm, Sweden
(Address and Zip Code of principal executive offices)
+46 8 587 20 600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 12, 2018, Veoneer, Inc. (“Veoneer”) amended its Certificate of Incorporation (the “Certificate of Amendment”) to increase the total number of shares of common stock of Veoneer (the “Common Stock”) which Veoneer is authorized to issue to 325,000,000. In addition, the Certificate of Amendment provides that, effective as of 5:00 p.m., Eastern time, on June 12, 2018, the record date for the distribution of shares of Common Stock to holders of Autoliv common stock (such time, the “Effective Time”) in connection with the spin-off of Veoneer, the 100 shares of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically subdivided and converted into a number of shares of Common Stock equal to the number of shares of common stock of Autoliv, issued and outstanding as of the Effective Time.
The description set forth under this Item 5.03 is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is included with this report as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) EXHIBITS
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Veoneer, Inc. |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Veoneer, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VEONEER, INC. | ||
| By: | /s/ Lars A. Sjöbring | |
| Name: | Lars A. Sjöbring | |
| Title: | Executive Vice President, Legal Affairs, General Counsel and Secretary | |
Date: June 15, 2018
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VEONEER, INC.
Veoneer, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
1. That at a meeting of the Board of Directors of the Corporation (the “Board”) resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation. The resolution setting forth the proposed amendment is as follows:
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the Corporation be amended by deleting the fourth paragraph thereof in its entirety and replacing it with two new paragraphs to read as follows:
“4. The total number of shares of stock which the Corporation is authorized to issue is 325,000,000. All shares shall be Common Stock, par value of $1.00 per share, and are to be one class (the “Common Stock”).
Effective as of 5:00 p.m., Eastern time, on the date set forth by resolution of the Board of Directors of Autoliv, Inc. (“Autoliv”) as the record date (“Record Date”) for the distribution of shares of Common Stock to holders of Autoliv common stock (such time, the “Effective Time”), the 100 shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically by operation of law and without any further action on the part of the Corporation or any holders of shares of Common Stock, be subdivided and converted into a number of shares of validly issued, fully paid and non-assessable shares of Common Stock equal to the number of shares of common stock, par value of $1.00 per share, of Autoliv, issued and outstanding as of the Effective Time.”
2. That thereafter, pursuant to resolution of the Board, a special meeting of the sole stockholder of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Signature on following page]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer this 11th day of June, 2018.
| VEONEER, INC. | ||
| By: | /s/ Lars Sjöbring | |
| Name: | Lars Sjöbring | |
| Title: | Executive Vice President, General Counsel and Secretary | |