Autoliv, Inc. (NYSE:ALV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Autoliv Board of Directors
In connection with the spin-off, the previously announced resignations of Robert W. Alspaugh, Kazuhiko Sakamoto and Wolfgang Ziebart from the board of directors of Autoliv (the “Board”) and corresponding reduction in the size of the Board became effective. Mr.Alspaugh served as the chair of the audit committee and as a member of the risk and compliance committee, Mr.Sakamoto served on the risk and compliance committee and Mr.Ziebart served as a member of the audit committee and the risk and compliance committee. The current members of the Board are Jan Carlson, Hasse Johansson, Leif Johansson, David E. Kepler, Franz-Josef Kortüm, Xiaozhi Liu, James M. Ringler and Ted Senko. Hasse Johansson joined the audit committee of the Board in connection with the spin-off as previously announced, and Mr.Senko became chair.
Autoliv Executive Officers
In connection with the spin-off, the previously announced appointment of Mikael Bratt as President and Chief Executive Officer of Autoliv became effective. In addition, as previously announced, Jan Carlson and Lars Sjöbring resigned from their positions as President and Chief Executive Officer and Group VP, Legal Affairs, General Counsel and Secretary, respectively, to assume new roles at Veoneer as of the spin-off.
Agreements with Directors and Officers
Mr.Bratt’s employment agreement with Autoliv became effective as of the spin-off. A summary of certain material terms of Mr.Bratt’s employment agreement can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March26, 2018, and is incorporated herein by reference. The summary is qualified in its entirety by reference to the full text of the agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June30, 2018, and is incorporated herein by reference.
New Form of Indemnification Agreement
On June28, 2018, the Board approved a new form of standard indemnification agreement to be entered into with its directors and certain executive officers (the “Indemnification Agreement”). The Indemnification Agreement will supersede the previous form of indemnification agreement.
Consistent with the indemnification agreements previously in effect, the Indemnification Agreement requires Autoliv to indemnify its directors and executive officers to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Indemnification Agreement sets forth the procedures and conditions for obtaining such indemnification or advancement of expenses. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June30, 2018, and is incorporated herein by reference.
Press Release
On July2, 2018, the Company issued a press release announcing the completion of the spin-off. A copy of the press release is attached hereto as Exhibit 99.2.
| Item 1.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The Company’s unaudited pro forma consolidated financial information giving effect to the spin-off is filed as Exhibit 99.3 hereto and incorporated herein by reference. A copy of the financial information will be made available on the Company’s website at www.autoliv.com.
(d) Exhibits
|
Exhibit No. |
Description |
| 2.1 | Distribution Agreement, dated June28, 2018, between Veoneer, Inc. and Autoliv, Inc. |
| 10.1 | Employee Matters Agreement, dated June28, 2018, between Veoneer, Inc. and Autoliv, Inc. |
| 10.2 | Tax Matters Agreement, dated June28, 2018, between Veoneer, Inc. and Autoliv, Inc. |
| 10.3 | Amended and Restated Master Transition Services Agreement, dated June28, 2018, between Veoneer, Inc. and Autoliv, Inc. |
| 99.1 | Information Statement of Veoneer, Inc. dated as of June8, 2018. |
| 99.2 | Press Release dated July2, 2018. |
| 99.3 | Unaudited pro forma consolidated financial statements of Autoliv, Inc. |
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 2.1 | Distribution Agreement, dated June28, 2018, between Veoneer, Inc. and Autoliv, Inc. |
| 10.1 | Employee Matters Agreement, dated June28, 2018, between Veoneer, Inc. and Autoliv, Inc. |
| 10.2 | Tax Matters Agreement, dated June28, 2018, between Veoneer, Inc. and Autoliv, Inc. |
| 10.3 | Amended and Restated Master Transition Services Agreement, dated June28, 2018, between Veoneer, Inc. and Autoliv, Inc. |
| 99.1 | Information Statement of Veoneer, Inc. dated as of June8, 2018. |
| 99.2 | Press Release dated July2, 2018. |
| 99.3 | Unaudited pro forma consolidated financial statements of Autoliv, Inc. |
AUTOLIV INC ExhibitEX-2.1 2 d855919dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 DISTRIBUTION AGREEMENT BY AND BETWEEN AUTOLIV,…To view the full exhibit click here
About Autoliv, Inc. (NYSE:ALV)
Autoliv, Inc. is a developer, manufacturer and supplier to the automotive industry of automotive safety systems. The Company operates through two segments: Passive Safety and Electronics. Passive Safety segment includes airbags, seatbelts and steering wheels. Electronics segment includes active safety products, such as camera-based vision systems, night driving assist, automotive radars, brake controls and other active safety systems, and passive safety electronic products, such as restraint electronics and crash sensors. Passive safety systems manage vehicle safety and include modules and components for passenger and driver-side airbags, side-impact airbag protection systems, seatbelts, steering wheels, inflator technologies, whiplash protection systems and child seats, and components for such systems passive safety electronic products, such as restraint electronics and crash sensors. Active safety systems intervene before a collision to make accidents avoidable or to reduce impact.
