Amendment No. 2 to Form 10

File No. 001-33220

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


AMENDMENT NO. 2

TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 


Broadridge Financial Solutions, LLC

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   00-0000000

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

2 Journal Square Plaza

Jersey City, NJ

  07306
(Address of Principal Executive Offices)   (Zip Code)

(201) 714-3000

(Registrant’s telephone number, including area code)

 


Securities to be registered

pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

 

Name of each exchange on which

each class is to be registered

 

Common Stock, par value $.01 per share   New York Stock Exchange

Securities to be registered

pursuant to Section 12(g) of the Act:

None

 



INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

 

Item 1.    Business    See “Summary,” “Risk Factors,” “Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Our Relationship with ADP”
Item 1A.    Risk Factors    See “Risk Factors”
Item 2.    Financial Information    See “Summary,” “Unaudited Pro Forma Combined Financial Statements,” “Selected Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
Item 3.    Properties    See “Business — Properties”
Item 4.    Security Ownership of Certain Beneficial Owners and Management    See “Management” and “Principal Stockholders”
Item 5.    Directors and Executive Officers    See “Management”
Item 6.    Executive Compensation    See “Management,” “Our Relationship with ADP” and “Description of Capital Stock, Charter Documents, Transfer Agent and NYSE Listing”
Item 7.    Certain Relationships and Related Transactions    See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management” and “Our Relationship with ADP”
Item 8.    Legal Proceedings    See “Business — Legal Proceedings”
Item 9.    Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters    See “Summary,” “Distribution,” “Dividend Policy,” “Description of Capital Stock, Charter Documents, Transfer Agent and NYSE Listing” and “Management”
Item 10.    Recent Sales of Unregistered Securities    See “Description of Capital Stock, Charter Documents, Transfer Agent and NYSE Listing”
Item 11.    Description of Registrant’s Securities to be Registered    See “Distribution,” “Dividend Policy” and “Description of Capital Stock, Charter Documents, Transfer Agent and NYSE Listing”
Item 12.    Indemnification of Directors and Officers    See “Indemnification of Directors and Officers”
Item 13.    Financial Statements and Supplementary Data    See “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the statements referenced thereon
Item 14.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    Not Applicable
Item 15.    Financial Statements and Exhibits    See “Unaudited Pro Forma Combined Financial Statements,” “Index to Financial Statements” and the statements referenced thereon and “Exhibit Index” and the exhibits referenced thereon


SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Broadridge Financial Solutions, LLC

By:    /S/    RICHARD J. DALY
 

Name: Richard J. Daly

Title: Chief Executive Officer

Dated: March 2, 2007


EXHIBIT INDEX

 

Exhibit
Number
 

Description

  3.1*   Form of Certificate of Incorporation of the Registrant
  3.2*   Form of By-laws of the Registrant
10.1*   Form of Separation and Distribution Agreement between the Registrant and Automatic Data Processing, Inc. (“ADP”)
10.2*   Form of Tax Allocation Agreement between the Registrant and ADP
10.3*   Form of Transition Services Agreement between the Registrant and ADP
10.4*   Form of Intellectual Property Transfer Agreement between the Registrant and ADP
10.5*   Form of Data Center Outsourcing Services Agreement between the Registrant and ADP
10.6*   Form of Employee Matters Agreement between the Registrant and ADP
10.7*  

Form of Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers

10.8**   Form of Supplemental Officers Retirement Plan
10.9*   Form of Daly Change in Control Enhancement Agreement
10.10*   Form of Hogan Change in Control Enhancement Agreement
10.11**   Form of 2007 Omnibus Award Plan
10.12†   Form of 2007 Deferred Compensation Plan
21.1*   Subsidiaries of the Registrant
99.1**   Information Statement

  * Previously filed.
  ** Replaces previously filed exhibit.
  Filed herewith.