Securities Registration (section 12(b)) (8-a12b)
December 21 2017 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
VISTEON
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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38-3519512
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Village Center Drive
Van Buren Township, Michigan 48111
(Address of principal executive offices and ZIP code)
Securities to
be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock, par value $0.01 per share
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The NASDAQ Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
EXPLANATORY NOTE
Visteon Corporation (Visteon) is filing this
Form 8-A
solely in connection with the transfer of the
listing of its common stock, par value $0.01 per share (Common Stock), from the New York Stock Exchange to The NASDAQ Stock Market LLC.
Item 1.
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Description of Registrants Securities to be Registered
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The description of the Common Stock as
included under the caption Description of Capital Stock in the Prospectus forming a part of the Registration Statement on Form
S-1,
as amended, originally filed with the Securities and Exchange
Commission (the Commission) on October 22, 2010 (Registration
No. 333-170104),
including exhibits, and as may be subsequently amended from time to time (the Registration
Statement), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any Prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, shall be deemed to be incorporated by reference herein. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Registration Statement.
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Exhibit
No.
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Description
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2.1
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Fifth Amended Joint Plan of Reorganization, filed August 31, 2010 (incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K
of Visteon Corporation filed on
September 7, 2010
(File No. 001-15827)).
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3.1
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Second Amended and Restated Certificate of Incorporation of Visteon Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on
Form 8-A
of Visteon
Corporation filed on September 30, 2010 (File
No. 000-54138)).
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3.2
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Amended and Restated Bylaws of Visteon Corporation, as amended effective as of June 9, 2016 (incorporated by reference to Exhibit 3.2. to the Companys Current Report on
Form 8-K
filed on June 10, 2016).
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2
SIGNATURE
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, thereto duly authorized.
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VISTEON CORPORATION
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Date: December 21, 2017
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By:
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/s/ Brett D. Pynnonen
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Brett D. Pynnonen
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Senior Vice President and General Counsel
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Exhibit Table
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Exhibit
No.
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Description
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2.1
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Fifth Amended Joint Plan of Reorganization, filed August 31, 2010 (incorporated by reference to Exhibit 2.1 to the Companys Current Report on
Form 8-K
filed with the
Securities and Exchange Commission on September 7, 2010)
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3.1
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Second Amended and Restated Certificate of Incorporation of Visteon Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on
Form 8-A
of Visteon
Corporation filed on September 30, 2010 (File
No. 000-54138)).
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3.2
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Amended and Restated Bylaws of Visteon Corporation, as amended effective as of June 9, 2016 (incorporated by reference to Exhibit 3.2. to the Companys Current Report on
Form 8-K
filed on June 10, 2016).
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