S-1MEF

AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 2019

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Veoneer, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	3714	82-3720890
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Klarabergsviadukten 70,

Section C6

Box 13089, SE-103 02

Stockholm, Sweden

+48 8 527 762 00

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

The Corporation Trust Company

1209 Orange Street

Wilmington, DE

(302) 658-7581

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Dennis O. Garris David A. Brown Alston & Bird LLP 950 F Street NW Washington, DC 20004 (202) 239-3463 Lars A. Sjöbring Executive Vice President, Legal Affairs, General Counsel and Secretary Veoneer, Inc. Klarabergsviadukten 70, Section C6 Box 13089, SE-103 02 Stockholm, Sweden +48 8 527 762 00 Sebastian R. Sperber Jorge U. Juantorena Cleary Gottlieb Steen & Hamilton LLP 2 London Wall Place London EC27 5AU, England +44 20 7614 2237

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

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.  ☒ (File No. 333-231609)

If this form is a post-effective amendment filed pursuant to Rule 462(c) 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.  ☐

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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer          ☒	Accelerated filer  ☐	Non-accelerated filer            ☐
Smaller reporting company  ☐		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.  ☐

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Proposed Maximum Aggregate Offering Price (1)(2)	Amount of Registration Fee (3)
Convertible Senior Notes	$34,500,000	$4,181.40
Common Stock, par value $1.00 per share	(4)	$ (4)

(1) Includes $4,500,000 aggregate principal amount of the notes that the underwriters have an option to purchase.

(2) Calculated pursuant to Rule 457(o), based on the proposed maximum aggregate offering price of the convertible senior notes.

(3) The Registrant previously registered an offering of its convertible senior notes with a maximum aggregate offering price of $172,500,000 on Form S-1 (File No. 333-231609), for which a filing fee of $20,907 was previously paid upon the filing of such Registration Statement.

(4) The shares of common stock into which the convertible senior notes may be converted are also registered hereunder. Pursuant to Rule 457(i), no separate registration fee is payable where securities and securities into which conversion is offered are registered at the same time and no additional consideration is payable upon conversion.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Veoneer, Inc. (the “Registrant”) is filing this registration statement on Form S-1MEF (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-231609) (the “Prior Registration Statement”), which the Registrant originally filed on May 20, 2019 and which the Commission declared effective on May 22, 2019.

The Registrant is filing this Registration Statement for the sole purpose of registering an additional $34,500,000 principal amount of convertible senior notes. The additional principal amount of notes that is being registered for sale represents no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference into this Registration Statement.

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

Exhibit No.	Description
5.1	Legal Opinion of Alston & Bird
23.1	Consent of Ernst & Young AB (Veoneer, Inc.)
23.2	Consent of Ernst & Young AB (Zenuity AB)
23.3	Consent of Alston & Bird LLP (included in Exhibit 5.1)
24	Power of Attorney (contained on the signature pages to the Registration Statement on Form S-1).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stockholm, Sweden, on May 22, 2019.

VEONEER, INC.
By:	/s/ Mats Backman
Name:	Mats Backman
Title:	Chief Financial Officer and Executive Vice President of Financial Affairs

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:

Signature	Title	Date
/s/ Jan Carlson     Jan Carlson	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	May 22, 2019
/s/ Mats Backman     Mats Backman	Chief Financial Officer and Executive Vice President of Financial Affairs (Principal Financial Officer and Principal Accounting Officer)	May 22, 2019
*     Robert W. Alspaugh	Director	May 22, 2019
*     Mary Louise Cummings	Director	May 22, 2019
*     Mark Durcan	Director	May 22, 2019
*     James M. Ringler	Director	May 22, 2019
*     Kazuhiko Sakamoto	Director	May 22, 2019
*     Jonas Synnergren	Director	May 22, 2019
*     Wolfgang Ziebart	Director	May 22, 2019
*By: /s/ Mats Backman     Mats Backman     Attorney-in-Fact

EX-5.1

Exhibit 5.1

The Atlantic Building

950 F Street, NW

Washington, DC 20004-1404

202-239-3300 | Fax: 202-239-3333

May 22, 2019

Veoneer, Inc.

Klarabergsviadukten 70, Section C6

Box 13089, SE-103 02

Stockholm, Sweden

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to Veoneer, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1, including a related prospectus filed therewith (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 22, 2019 pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed offer and sale by the Company of convertible senior notes (the “Notes”) that are initially convertible into shares of common stock of the Company, par value $1.00 per share (the “Shares”). The Notes are to be issued pursuant to an indenture (the “Indenture”) to be entered into between the Company and U.S. Bank National Association (including any successor, the “Trustee”) and are to be sold by the Company to the several underwriters referenced below for resale to the public pursuant to an underwriting agreement to be entered into among the Company and the representative of the several underwriters to be named therein. We are furnishing this opinion letter to you at your request to enable you to fulfill the requirements of Item 16 of Form S-1 and Item 601(b)(5) of the SEC’s Regulation S-K.

For the purpose of rendering our opinion set forth herein, we have reviewed the following documents: (i) the Amended and Restated Certificate of Incorporation of the Company as filed with the SEC on July 2, 2018; (ii) the Amended and Restated Bylaws of the Company as filed with the SEC on July 2, 2018; (iii) certain records of proceedings of the Board of Directors of the Company (the “Board”) or committees thereof; (iv) the form of Indenture (including the form of global certificate evidencing the Notes contained therein) approved by the Board and filed as an exhibit to the Registration Statement, with the final form, terms, conditions and provisions thereof to be approved by a duly authorized pricing committee of the Board; (v) the Registration Statement; and (vi) originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records and other instruments of the Company and of public officials as we have deemed necessary for the purposes of rendering the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies and the authenticity of the originals of such copies. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

Alston & Bird LLP	www.alston.com
Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.

Veoneer, Inc.

May 22, 2019

Page 2

Our opinion set forth herein is limited to the General Corporation Law of the State of Delaware and the laws of the State of New York in effect on the date hereof. We have not considered and express no opinion with regard to, or as to the significance or effect in any respect of, laws, rules or regulations of any other jurisdiction (whether foreign or domestic), including, without limitation, the federal laws of the United States (including, without limitation, federal laws and rules and regulations relating to securities), the securities laws of any state of the United States, and regulations of stock exchanges or of any other regulatory body.

Our opinion set forth herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion set forth herein. This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the paragraphs numbered 1 and 2 below, and no opinion may be implied or inferred beyond the opinions expressly stated.

Based solely upon our examination of and reliance upon the foregoing and subject to the limitations, exceptions, qualifications, and assumptions set forth herein, we are of the opinion that:

1.    When (a) the final terms of the Notes have been duly established and approved and (b) the Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to and paid for by the purchasers thereof in accordance with the Indenture and the Registration Statement, the Notes will be legally issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with the terms thereof and entitled to the benefits of the Indenture.

2.    The Shares, when issued, sold and delivered upon conversion of the Notes in accordance with the Notes and Indenture, will be validly issued, fully paid and non-assessable.

Insofar as the foregoing opinions relate to the legality, validity, binding effect or enforceability of any agreement or obligation of the Company, such opinions are subject to the effects of (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship, and similar laws, and limitations imposed under judicial decisions, related to or affecting creditors’ rights and remedies generally, (ii) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law and principles limiting the availability of the remedy of specific performance, (iii) concepts of good faith, fair dealing, materiality and reasonableness, (iv) the possible unenforceability under certain circumstances of provisions providing for indemnification or contribution that are contrary to public policy, (v) the possible unenforceability or effect of severability provisions, (vi) the possible unenforceability of any waiver of stay, extension or usury laws or of unknown future rights and (vi) the effect of course of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.

Veoneer, Inc.

May 22, 2019

Page 3

We hereby consent to your filing this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement and the related prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Alston & Bird LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated February 22, 2019, with respect to the consolidated financial statements of Veoneer, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2018, incorporated by reference in the Registration Statement (Form S-1 No. 333-231609) related Prospectus of Veoneer, Inc. for the registration of convertible notes.

/s/ Ernst & Young AB

Stockholm, Sweden

May 22, 2019

EX-23.2

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated February 22, 2019, with respect to the consolidated financial statements of Zenuity AB included in Veoneer, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2018, incorporated by reference in the Registration Statement (Form S-1 No. 333-231609) and related Prospectus of Veoneer, Inc. for the registration of convertible notes.

/s/ Ernst & Young AB

Stockholm, Sweden

May 22, 2019