AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON July 2, 2002.
Registration No. 333-________
===============================================================================
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 LLP
ONE CANADA SQUARE, CANARY WHARF
LONDON E14 5DS
Attention: SCOTT V. SIMPSON, ESQ.
===================================================================================================
CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Registration
per Share Offering Price Fee (3)
===================================================================================================
Common stock, 2,000,000 shares $24.63 (2) $49,260,000 $4,531.92
$1.00 par 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
June 28, 2002 (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: 0.0092% of $49,260,000, 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), which, pursuant
to General Instruction E of Form S-8, is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
-----------------------------------------------
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, 2001, as amended; and the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2002.
(2) 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.
Exhibits.
4.1 Amendment No. 1 to the Autoliv, Inc. 1997 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as amended.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the
legality of the Additional Shares being registered.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
with Exhibit 5.1).
23.2 Consent of Ernst & Young AB.
24.1 Powers of Attorney (included on the signature page).
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 2nd day of July, 2002.
AUTOLIV, INC.
By /s/ Jorgen I. Svensson
--------------------------------
Jorgen I. Svensson
Vice President Legal
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S. Jay Stewart, Lars Westerberg and
Jorgen I. Svensson, his true and lawful attorney-in-fact and agent, each
acting alone, with full power of substitution and resubstitution for him
and in his name, place and stead, in any and all capacities to sign the
registration statement on Form S-8 to be filed in connection with the
offerings of ordinary shares of Autoliv, Inc. and any and all amendments
(including post-effective amendments) to this registration statement, and
any subsequent registration statement filed pursuant to Rule 462(b) under
the Securities Act, and to file the same, with all exhibits thereto, and
the other documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or his substitutes, each acting
alone, may lawfully do or cause to be done by virtue thereof.
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
---- ----- ----
/s/ S. Jay Stewart
------------------------------------- Chairman of the Board of Directors July 2, 2002
S. Jay Stewart
/s/ Lars Westerberg Director, President and Chief
------------------------------------ Executive Officer
Lars Westerberg (Principal Executive Officer) July 2, 2002
/s/ Magnus Lundquist Chief Financial Officer
------------------------------------ (Principal Financial Officer and
Magnus Lundquist Principal Accounting Officer) July 2, 2002
/s/ Per-Olof Aronson
------------------------------------
Per-Olof Aronson Director July 2, 2002
/s/ Wilhelm Kull
------------------------------------
Wilhelm Kull Director July 2, 2002
/s/ Walter Kunerth
------------------------------------
Walter Kunerth Director July 2, 2002
/s/ James M. Ringler
------------------------------------
James M. Ringler Director July 2, 2002
/s/ Tetsuo Sekiya
------------------------------------
Tetsuo Sekiya Director July 2, 2002
/s/ Roger W. Stone
------------------------------------
Roger W. Stone Director July 2, 2002
/s/ Per Welin
------------------------------------
Per Welin Director July 2, 2002
/s/ Dionisio Garza Medina
------------------------------------
Dionisio Garza Medina Director July 2, 2002
Exhibit Index
4.1 Amendment No. 1 to the Autoliv, Inc. 1997 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as amended.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
with Exhibit 5.1).
23.2 Consent of Ernst & Young AB.
24.1 Powers of Attorney (included on the signature page).