8-K 1 d609683d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2018

 

 

Veoneer, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38471   82-3720890

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Klarabergsviadukten 70, Section B7, SE-111 64

Box 70381, SE-107 24

Stockholm, Sweden

(Address and Zip Code of principal executive offices)

+46 8 587 20 600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.  ☐

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 12, 2018, Veoneer, Inc. (“Veoneer”) amended its Certificate of Incorporation (the “Certificate of Amendment”) to increase the total number of shares of common stock of Veoneer (the “Common Stock”) which Veoneer is authorized to issue to 325,000,000. In addition, the Certificate of Amendment provides that, effective as of 5:00 p.m., Eastern time, on June 12, 2018, the record date for the distribution of shares of Common Stock to holders of Autoliv common stock (such time, the “Effective Time”) in connection with the spin-off of Veoneer, the 100 shares of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically subdivided and converted into a number of shares of Common Stock equal to the number of shares of common stock of Autoliv, issued and outstanding as of the Effective Time.

The description set forth under this Item 5.03 is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is included with this report as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS

 

3.1 Certificate of Amendment of Certificate of Incorporation of Veoneer, Inc.


EXHIBIT INDEX

 

Exhibit

No.

   Description
3.1    Certificate of Amendment of Certificate of Incorporation of Veoneer, Inc.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

VEONEER, INC.
By:  

/s/ Lars A. Sjöbring

Name:   Lars A. Sjöbring
Title:   Executive Vice President, Legal Affairs, General Counsel and Secretary

Date: June 15, 2018