AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON July 20, 2004.
Registration No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AUTOLIV, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0378542
(State of incorporation) (IRS Employer Identification No.)
WORLD TRADE CENTER
KLARABERGSVIADUKTEN 70
S-107 24 STOCKHOLM, SWEDEN
(Address of principal executive offices, including Zip Code)
AUTOLIV, INC. 1997 STOCK INCENTIVE PLAN
(Full title of the Plans)
THE CORPORATION TRUST COMPANY
CORPORATION TRUST CENTER
1209 ORANGE STREET
WILMINGTON, DE 19801
(302) 658-7581
(Name, address and telephone number, including area code, of agent for service)
COPY TO:
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (UK) LLP
40 BANK STREET, CANARY WHARF
LONDON E14 5DS
Attention: SCOTT V. SIMPSON, ESQ.
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CALCULATION OF REGISTRATION FEE
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Title of Amount
Securities to be Proposed Maximum Proposed Maximum Amount of
to be Registered Offering Price Aggregate Registration
Registered (1) per Share Offering Price Fee (3)
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Common stock, 2,000,000 $40.50 (2) $81,000,000 $10,262.70
$1.00 par shares
value
(1) The shares of common stock, par value $1.00 per share (the "Common Stock")
of Autoliv, Inc. (the "Registrant") shown in the table above are issuable
pursuant to the Autoliv, Inc. 1997 Stock Incentive Plan (the "Plan").
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall also cover any
additional shares of Common Stock which become issuable pursuant to the
antidilution provisions of the Plan.
(2) Estimated solely for purpose of calculating the registration fee pursuant
to paragraphs (c) and (h) of Rule 457 under the Securities Act on the basis
of the average of the high and low sale prices per share of the Common
Stock as quoted on The New York Stock Exchange on July 19, 2004 (within 5
business days prior to filing this registration statement).
(3) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: 0.0001267% of $81,000,000, the Proposed Maximum
Aggregate Offering Price of the previously unregistered shares of Common
Stock registered hereby.
EXPLANATORY NOTE
This registration statement on Form S-8 (the "Registration Statement")
relates to the registration of an additional 2,000,000 shares of Common Stock
(the "Additional Shares"). The Additional Shares are securities of the same
class and relating to the same employee benefit plan, the Autoliv, Inc. 1997
Stock Incentive Plan, as those shares registered in the Registrant's
registration statement on Form S-8, previously filed with the Securities and
Exchange Commission (the "Commission") on May 1, 1997 (Registration No.
333-36299) and those shares registered in the Registrant's registration
statement on Form S-8, previously filed with the Commission on July 2, 2002
(Registration No. 333-91768), which, pursuant to General Instruction E of Form
S-8, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
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The following documents which have been filed by the Registrant with
the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement as
of their respective dates.
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003, filed with the Commission on March 11, 2004;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2004, filed with the Commission on May 3, 2004;
(3) The Registrant's Current Report on Form 8-K filed with the
Commission on April 22, 2004; and
(4) The description of the Common Stock contained in the Registrant's
Registration Statement on Form S-4 (File No. 333-23813), which description is
incorporated by reference in Registrant's Registration Statement on Form 8-A
(File Number 001-12933), filed with the Commission on April 25, 1997, pursuant
to the Securities Exchange Act of 1934, as amended, including any amendments or
reports filed with the Commission for purposes of updating such description.
All documents filed or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities described herein have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents with the Commission. Any statement in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 8. Exhibits.
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4.1 Amendment No. 2 to the Autoliv, Inc. 1997 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10.12 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as
amended.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP as to the legality
of the Additional Shares being registered.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom (UK) LLP (included with
Exhibit 5.1).
23.2 Consent of Ernst & Young AB.
24.1 Powers of Attorney included in the resolutions of the Board of Directors
of the Registrant (included in Exhibit 24.2).
24.2 Certified copies of the resolutions of the Board of Directors of the
Registrant containing the Powers of Attorney.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stockholm, Kingdom of Sweden, on this 20th day of
July, 2004.
AUTOLIV, INC.
By /s/ Jorgen I. Svensson
----------------------
Jorgen I. Svensson
Vice President Legal
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.
Name Title Date
---- ----- ----
* Chairman of the Board
------------------------- of Directors
S. Jay Stewart July 20, 2004
* Director, President and Chief
------------------------- Executive Officer
Lars Westerberg (Principal Executive Officer) July 20, 2004
* Chief Financial Officer
------------------------- (Principal Financial Officer and
Magnus Lindquist Principal Accounting Officer) July 20, 2004
*
-------------------------
Per-Olof Aronson Director July 20, 2004
*
-------------------------
Walter Kunerth Director July 20, 2004
*
-------------------------
Sune Carlsson Director July 20, 2004
*
-------------------------
James M. Ringler Director July 20, 2004
*
-------------------------
Tetsuo Sekiya Director July 20, 2004
*
-------------------------
Roger W. Stone Director July 20, 2004
*
-------------------------
Per Welin Director July 20, 2004
*
-------------------------
George A. Lorch Director July 20, 2004
*By:
/s/ Jorgen I. Svensson
----------------------
Jorgen I. Svensson
Attorney-in-Fact
Exhibit Index
4.1 Amendment No. 2 to the Autoliv, Inc. 1997 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10.12 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as
amended.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom (UK) LLP (included with
Exhibit 5.1).
23.2 Consent of Ernst & Young AB.
24.1 Powers of Attorney included in the resolutions of the Board of Directors
of the Registrant (included in Exhibit 24.2).
24.2 Certified copies of the resolutions of the Board of Directors of the
Registrant containing the Powers of Attorney.