As filed with the Securities and Exchange Commission on May 19, 2021
Registration No. 333-
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/21 Westinghouse Air Brake Techs Corp S-3ASR 5/19/21 6:1.3M Edgarfilings Ltd. Wabtec Transportation Netherlands B.V. |
Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 357K Well-Known Issuer 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 317K 3: EX-5.1 Opinion of Counsel re: Legality HTML 16K 4: EX-5.2 Opinion of Counsel re: Legality HTML 54K 5: EX-23.1 Consent of Expert or Counsel HTML 6K 6: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 35K
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1 | 1st Page – Filing Submission | ||||
" | Table of Contents | ||||
" | Summary | ||||
" | Summarized Financial Information | ||||
" | Risk Factors | ||||
" | Forward-Looking Statements | ||||
" | Use of Proceeds | ||||
" | Description of Debt Securities | ||||
" | Description of Guarantee | ||||
" | Plan of Distribution | ||||
" | Legal Matters | ||||
" | Experts | ||||
" | 24.1 |
Delaware | | | 25-1615902 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S.
Employer Identification No.) |
the
Netherlands | | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S.
Employer Identification No.) |
Large accelerated
filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated
filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging
growth company | | | ☐ |
Title of each Class of Securities to be Registered | | | Amount
to be Registered(1) | | | Proposed Maximum Offering Price Per Unit(1) | | | Proposed
Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee(1) |
Wabtec
Transportation Netherlands B.V. | | | | | | | | | ||||
Debt
Securities | | | | | | | | | ||||
Westinghouse
Air Brake Technologies Corporation | | | | | | | | | ||||
Guarantees
of Debt Securities(2) | | | | | | | | |
(1) | An indeterminate aggregate initial offering price and amount of the securities of each identified class is being registered as may be offered and sold from time to time at indeterminate prices. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee required in connection with this registration statement. |
(2) | No separate consideration will be received for such guarantees. Pursuant to Rule 457(n), no registration fee is required with respect to such guarantees. |
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SEC
Filings (File No. 1-12001) | | | Period for or Date of Filing |
Annual Report on Form 10-K | | | Year
ended December 31, 2020 |
Quarterly Reports on Form 10-Q | | | Quarter ended March 31, 2021 |
Current
Reports on Form 8-K | | | January 20, 2021, February 18, 2021 (Item 8.01), February 18, 2021 (Items 5.02 and 5.03 and the exhibits attached thereto) and April 28,
2021 |
The portions of Westinghouse Air Brake Technologies Corporation’s Definitive Proxy Statement on Schedule 14A that are deemed “filed” with the SEC under the Exchange Act | | |
Summarized Statement of Income | | | Unaudited Westinghouse
Air Brake Technologies Corp. and Wabtec Transportation Netherlands B.V. | |||
In millions | | | Three Months Ended | | | Year Ended |
Net sales | | | $138.6 | | | $591.6 |
Gross
profit | | | 28.0 | | | 132.1 |
Net
income (loss) attributable to Wabtec shareholders | | | $(84.5) | | | $(284.4) |
| | Westinghouse Air Brake Technologies Corp. and Wabtec Transportation Netherlands B.V. | ||||
| | Unaudited | | | ||
In
millions | | | | | ||
Current assets | | | $193.2 | | | $407.9 |
Noncurrent
assets | | | 706.8 | | | 709.8 |
Current
liabilities | | | 720.8 | | | 824.1 |
Long-term
debt | | | 3,911.3 | | | 3,779.6 |
Other
non-current liabilities | | | 311.3 | | | 314.1 |
| | Unaudited Westinghouse
Air Brake Technologies Corp. and Wabtec Transportation Netherlands B.V. | ||||
In millions | | | Three Months Ended March 31,
20201 | | | Year Ended |
Net sales to Non-Issuer and Non-Guarantor Subsidiaries | | | $17.9 | | | $65.8 |
Purchases
from Non-Issuer and Non-Guarantor Subsidiaries | | | 26.0 | | | 102.3 |
| | Westinghouse
Air Brake Technologies Corp. and Wabtec Transportation Netherlands B.V. | ||||
| | Unaudited | | | ||
In
millions | | | | | ||
Amount due to Non-Issuer and Non-Guarantor Subsidiaries | | | $4,129.2 | | | $3,431.4 |
• | prolonged unfavorable economic and industry conditions in the markets served by Wabtec, including North America, South America, Europe, Australia, Asia and Africa; |
• | decline in demand for freight cars, locomotives, passenger transit cars, buses and related products and services; |
• | reliance
on major original equipment manufacturer customers; |
• | original equipment manufacturers’ program delays; |
• | demand for services in the freight and passenger rail industry; |
• | demand for Wabtec’s products and services; |
• | orders either being delayed, canceled, not returning to historical levels, or reduced or any combination of the foregoing; |
• | consolidations
in the rail industry; |
• | continued outsourcing by Wabtec’s customers; |
• | industry demand for faster and more efficient braking equipment; |
• | fluctuations in interest rates and foreign currency exchange rates; or |
• | availability of credit; |
• | supply disruptions; |
• | technical difficulties; |
• | changes in operating conditions and costs; |
• | increases in raw material costs; |
• | successful introduction of new products; |
• | performance
under material long-term contracts; |
• | labor relations; |
• | the outcome of Wabtec’s existing or any future legal proceedings, including litigation involving Wabtec’s principal customers and any litigation with respect to environmental matters, asbestos-related matters, pension liabilities, warranties, product liabilities or intellectual property claims; |
• | completion
and integration of acquisitions, including the acquisition of Faiveley Transport and the GE Transportation Business; or |
• | the development and use of new technology; |
• | the actions of competitors; or |
• | the outcome of negotiations with partners, suppliers, customers or others; |
• | political stability in relevant areas of the world; |
• | future regulation/deregulation of Wabtec’s customers and/or the rail industry; |
• | levels of governmental funding on transit projects, including for some of Wabtec’s customers; |
• | political developments and laws and regulations, including those related to Positive Train Control; or |
• | federal
and state income tax legislation; and |
• | the outcome of negotiations with governments. |
• | the severity and duration of the pandemic; |
• | deterioration of general economic conditions; |
• | shutdown
of one or more of our operating facilities; |
• | supply chain and sourcing disruptions; |
• | ability of our customers to pay timely for goods and services delivered; |
• | health of our employees; |
• | ability to retain and recruit talented employees; or |
• | difficulty
in obtaining debt or equity financing. |
• | the title of the debt securities; |
• | the currency in which the debt securities may be purchased and the currency in which principal,
premium, if any, and interest will be paid; |
• | the total principal amount of the debt securities being offered and any limit upon the aggregate principal amount of the debt securities of any series; |
• | the price at which the debt securities will be issued; |
• | the date or dates on which the principal of and premium on, if any, debt securities is payable, and the right, if any, to extend the maturity date or dates; |
• | the
annual rate or rates, if any, at which the debt securities will bear interest, including the method of calculating interest if a floating rate is used; |
• | the date or dates from which the interest will accrue, the interest payment dates on which the interest will be payable or the manner of determination of the interest payment dates and the record dates for the determination of holders to whom interest is payable; |
• | the place or places where principal, premium, if any, and interest will be payable and the method by which payment may be made; |
• | any
redemption, repayment or sinking fund provision; |
• | the minimum denominations in which the debt securities may be issued; |
• | the application, if any, of defeasance and discharge and covenant defeasance provisions to the debt securities and any modification of such provisions; |
• | any additional guarantees applicable to the debt securities; |
• | any listing of the debt securities on a securities exchange; |
• | if other than the entire principal amount, the portion of the debt securities that would be payable upon acceleration of the maturity of the debt securities; |
• | any
obligation we may have to redeem, purchase or repay the debt securities at the option of a holder upon the happening of any event and the terms and conditions of redemption, repurchase or repayment; |
• | the form of debt securities, including whether we will issue the debt securities in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders; |
• | if the amount of payments of principal, premium, if any, or interest on the debt securities may be determined by reference to an index, the manner in which that amount will be determined; |
• | the
form and terms of the guarantee of the debt securities by Westinghouse Air Brake Technologies Corporation and whether any subordination provisions or other limitations are applicable to any such guarantee; |
• | any addition to, elimination of, or changes in the covenants applicable to the debt securities; |
• | any addition to, elimination of, or changes in the events of default applicable to the debt securities; |
• | the terms of any security to be provided for the debt securities; |
• | the
terms of subordination of the debt securities, if applicable; |
• | the terms of exchange of the debt securities into other securities of any kind, if applicable; |
• | any special tax provisions with respect to the debt securities, including provisions for original discount securities, provisions for the payment of additional amounts, and provisions for redemption or repurchase in connection with any changes in tax laws or regulations; |
• | any material provisions described in this prospectus that do not apply to the debt securities;
|
• | any other material terms of the debt securities, including any additions, deletions or other changes to the terms described in this prospectus; and |
• | any terms which may be required by or advisable under applicable laws or regulations. |
• | either (i) Westinghouse Air Brake Technologies Corporation is the surviving corporation or (ii) the resulting, surviving or transferee entity is a corporation, partnership or limited liability company organized under the laws of the United States, and any resulting, surviving or transferee entity |
• | there is no default under the applicable indenture immediately after giving effect to such consolidation,
merger, sale, assignment, conveyance, transfer, lease or other disposal; and |
• | Westinghouse Air Brake Technologies Corporation shall have delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal complies with the applicable indenture. |
• | either (i) we are the surviving entity or (ii) the resulting, surviving or transferee entity is a corporation, partnership or limited liability company organized under the laws of the United States, the Netherlands, or any other member state of the European Union, or, if such person, firm, corporation or other entity is not a corporation, a co-obligor of the outstanding debt securities issued under the applicable indenture is a corporation organized under any such laws, and any resulting, surviving
or transferee entity expressly assumes our obligations under the indenture and any outstanding debt securities issued under the applicable indenture, by a supplemental indenture to which we are a party; |
• | there is no default under the applicable indenture immediately after giving effect to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal; and |
• | we shall have delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal complies with the applicable indenture. |
• | failure
to pay any required interest on an issue of debt securities when it becomes due and payable by the terms of that issue of debt securities, with such default continued for a period of 30 days after such interest becomes due and payable; |
• | failure to pay principal, other than a scheduled installment payment, or premium, if any, on an issue of debt securities at maturity, or if applicable, the redemption price, when due and payable upon redemption, or when due and payable upon acceleration or otherwise; |
• | failure to pay any sinking fund installment on an issue of debt securities within 30 days of such installment becoming due and payable; |
• | failure
by us or Westinghouse Air Brake Technologies Corporation, if applicable, to comply with any of the covenants or warranties in the applicable debt securities or indenture (other than a covenant or warranty that we have included in the indenture solely for the benefit of another series of debt securities issued under that indenture) for 60 days after the trustee or the holders of at least 25% in principal amount of all outstanding debt securities of a series of debt securities affected by that failure have given us a written notice of the failure; |
• | certain events of bankruptcy, insolvency or reorganization occur; |
• | Westinghouse Air Brake Technologies Corporation’s
guarantee applicable to the series of debt securities ceases to be in full force and effect or is declared null and void, or Westinghouse Air Brake Technologies Corporation denies that it has any further liability under its Guarantee (other than by reason of the release of such Guarantee in accordance with the applicable indenture), and such condition shall have continued for a period of 30 days after the trustee or the holders of at least 25% in principal amount of all outstanding debt securities of a series of debt securities affected by such condition have given us a written notice of such condition; or |
• | any other Event of Default described in the applicable prospectus supplement occurs. |
• | we deliver to the trustee all debt securities of that series
then outstanding for cancellation; or |
• | all debt securities of that series not delivered to the trustee for cancellation (i) have become due and payable, (ii) are to become due and payable at their stated maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the trustee, and, in any such case, we irrevocably deposit with the trustee (or another agent or entity for such purpose), in trust for such purpose, money or certain government obligations which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of and premium, if any, and interest on such debt securities to the date of maturity, redemption or deposit (in the case of debt securities that have become due and payable),
provided that in either case we have paid all other sums payable under that indenture. In addition, we must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. |
• | we may elect either: |
○ | to defease and be discharged from any and all obligations with respect to any debt securities of such series (except for the obligations, among others, to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office
or agency in respect of the debt securities and to hold moneys for payment in trust) (“defeasance and discharge”); or |
○ | to be released from our obligations with respect to any restrictive covenants applicable to the particular series and the Events of Default described in the third, fourth and seventh bullets under “— Events of Default,” shall not be Events of Default under that indenture with respect to such series (“covenant defeasance”). |
• | to cure any ambiguity, omission, defect or inconsistency as evidenced in an officer’s certificate; |
• | to provide for the assumption of our or Westinghouse Air Brake Technologies Corporation’s respective obligations under the indenture by a successor or transferee upon any permitted merger, consolidation or asset transfer; |
• | to
provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
• | to provide any security for or guarantees of the securities issued under the indenture or for the addition of an additional obligor on the securities issued under the indenture; |
• | to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended, if applicable; |
• | to add covenants that would benefit the holders of debt securities of the applicable
series or to surrender any rights we have under the indenture; |
• | to add additional events of default with respect to any series of debt securities issued under that indenture; |
• | to add to, change or eliminate any of the provisions of the indenture, provided that any such change or elimination is not effective with respect to any outstanding debt securities of any series created prior to the execution of the applicable supplemental indenture which is entitled to the benefit of such provision; |
• | to provide for the issuance
of and establish the form and terms and conditions of a new series of debt securities to be issued under the indenture; |
• | to facilitate the defeasance and discharge of the debt securities of any series otherwise in accordance with the existing terms of the indenture; provided that any such action does not adversely affect the rights of any holder of outstanding debt securities of any series in any material respect; |
• | to issue additional debt securities of any series of debt securities issued under the indenture, provided that such additional debt securities have the same terms as, and are deemed part of the same series as, the applicable series to the extent required under the indenture; and provided further that if the additional debt securities are not fungible with such existing series of debt securities for United States federal income tax purposes, the additional debt securities will have a separate CUSIP, ISIN or Common Code; |
• | to
evidence and provide for the acceptance of and appointment of a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the indenture as necessary to provide for or facilitate the administration of the trust by more than one trustee; |
• | in the case of subordinated debt securities, to make any changes that would limit or terminate the benefits available to any holder of senior Debt (if each such holder of senior Debt consents to such change); |
• | to make any change that does not adversely affect the interests of the holders of any outstanding debt securities in any material respect; and |
• | to
add guarantees with respect to any series of debt securities issued under that indenture or confirm and evidence the release, termination or discharge of any guarantee with respect to any series of debt securities issued under that indenture to the extent that such release, termination or discharge is permitted under the terms of the indenture and any applicable supplemental indenture. |
• | reduce the percentage of principal amount of the debt securities of that series, the consent of whose holders is required for any amendment, supplement or waiver; |
• | reduce the rate of or change the time for payment of interest (including default interest, if applicable) on debt securities of that series; |
• | reduce the principal of the debt securities of that series or premium, if any, on the debt securities of that series, or change the stated maturity of the debt securities of that series, or reduce the
amount of, or postpone the date fixed for, the payment of any sinking fund; |
• | reduce any premium payable on the redemption of the debt securities of that series or change the time at which the debt securities of that series may or must be redeemed or alter or waive any of the provisions with respect to the redemption of the debt securities of that series; |
• | in the case of any subordinated debt securities, make any change in the provisions of the indenture relating to subordination that adversely affects the rights of any holder of debt securities under such provisions in any material respect; |
• | make
payments on the debt securities of that series payable in currency other than as originally stated in such debt securities; |
• | impair the holders’ right to institute suit for the enforcement of any payment on the debt securities of that series; |
• | release Westinghouse Air Brake Technologies Corporation from its obligation in respect of the guarantee of any series of debt securities or modify Westinghouse Air Brake Technologies Corporation’s obligations thereunder other than in accordance with the provisions of the indenture; or |
• | waive
a continuing default or event of default regarding any payment on the debt securities of that series. |
• | payments on a series of debt securities will be made in the designated currency by check mailed to the holder’s registered address or, with respect to global securities, by wire transfer or otherwise in accordance with any applicable Depository’s procedures; |
• | we will make interest payments to the person in whose name the debt security is registered at the close of business on the record date for the interest payment; and |
• | the trustee under the applicable indenture
will be designated as our paying agent for payments on debt securities issued under the indenture. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. |
• | DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Exchange Act. |
• | DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the
need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and other organizations, some of whom, and/or their representatives, own DTC. |
• | DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. |
• | Access to the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. |
• | The rules applicable to DTC and its direct and indirect participants are on file with the SEC. |
• | upon deposit of the global notes with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated by the underwriters with portions of the principal amounts of the global notes; and |
• | ownership of the debt securities will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect to interests of persons other than participants. |
• | the Depository notifies us that it is no longer willing or able to act as a depositary for such global note or ceases to be a clearing agency registered under the Exchange Act or otherwise authorized or permitted under any other applicable U.S. or foreign statute or regulation, and we have not appointed a successor
depositary within 90 days of that notice or becoming aware that Depository is no longer so registered; |
• | an event of default has occurred and is continuing, and the Depository requests the issuance of certificated notes; or |
• | we determine not to have the debt securities of such series represented by a global note and deliver an Officer’s Certificate to such effect to the Trustee. |
• | to or through underwriting syndicates
represented by managing underwriters; |
• | through one or more underwriters without a syndicate for them to offer and sell to the public; |
• | through dealers or agents; |
• | to investors directly in privately negotiated sales or in competitively bid transactions; or |
• | to holders of other securities in connection with acquisitions. |
• | the name or names of any underwriters; |
• | the purchase price and the proceeds to us from that sale; |
• | any underwriting discounts and other items constituting underwriters’ compensation; |
• | any commissions paid to agents; |
• | the
initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any securities exchanges on which the securities may be listed. |
• | Over-allotment transactions involve sales in excess of the offering size, which create a short position for the underwriters. |
• | Stabilizing
transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. |
• | Covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover short positions. |
• | Penalty bids permit the underwriters to reclaim a selling concession from a broker/dealer when the securities originally sold by that broker/dealer are repurchased in a covering transaction to cover short positions. |
Item 14. | Other Expenses of Issuance and
Distribution. |
SEC registration fee | | | $* |
Legal
fees and expenses | | | ** |
Accounting fees and expenses | | | ** |
Trustee’s
fees and expenses | | | ** |
Printing and engraving fees | | | ** |
Miscellaneous | | | ** |
Total | | | $ * |
* | In accordance with Rules 456(b) and 457(r), we are deferring payment of all of the registration fee required in connection with this registration statement. |
** | The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this Registration Statement. Information regarding estimated expenses of issuance and distribution of each identified class of securities being registered will be provided at the time information as to such class is included in a prospectus supplement. |
Item
15. | Indemnification of Directors and Officers. |
(1) | by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum; or |
(2) | by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; or |
(3) | if
there are no such directors, or, if such directors so direct, by independent legal counsel in a written opinion; or |
(4) | by the stockholders. |
Item 16. | Exhibits. |
| | Exhibit
Number | | | Description | |
* | | | 1.1 | | | Form
of Underwriting Agreement |
+ | | | | | Form
of Indenture | |
+ | | | | | Form
of Debt Security (included as part of Exhibit 4.1) | |
+ | | | | | Form
of Notation of Guarantee (included as part of Exhibit 4.1) | |
+ | | | | | Opinion
of Jones Day, New York, New York | |
+ | | | | | Opinion
of Jones Day, Amsterdam, the Netherlands | |
+ | | | | | Consent
of Ernst & Young LLP | |
+ | | | | | Consent
of Jones Day, New York, New York (included as part of Exhibit 5.1) | |
+ | | | | | Consent
of Jones Day, Amsterdam, the Netherlands (included as part of Exhibit 5.2) | |
+ | | | | | Powers
of Attorney (included on signature pages) | |
+ | | | | | Form
T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee under the Indenture |
* | To be filed either by amendment to this Registration Statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. |
+ |
Item
17. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | to reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(A) | Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the Issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes
that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of an
undersigned Registrant or used or referred to by an undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser. |
(6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing
of registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful |
| | WABTEC TRANSPORTATION NETHERLANDS B.V. | ||||
| | | | |||
| | By: | | | ||
| | Name: | | | ||
| | Title: | | | Director |
SIGNATURE | | | TITLE | | | DATE |
| | | | |||
| | Director (Co-Principal Executive Officer, Co- Financial Officer, Co-Principal Accounting Officer) | | | ||
| ||||||
| | | | |||
| | Director (Co-Principal Executive Officer, Co- Financial Officer, Co-Principal Accounting Officer) | | | ||
| ||||||
| | | |
| | WESTINGHOUSE
AIR BRAKE TECHNOLOGIES CORPORATION | ||||
| | | | |||
| | By: | | | /s/
David L. DeNinno | |
| | Name: | | | David
L. DeNinno, Esq. | |
| | Title: | | | Executive Vice President, General Counsel
and Secretary |
| | WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | ||||
| | | | |||
| | By: | | | /s/
Patrick D. Dugan | |
| | Name: | | | ||
| | Title: | | | Chief Financial Officer |
SIGNATURE | | | TITLE | | | DATE |
| | | | |||
/s/
Rafael Santana | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | |
| ||||||
| | | | |||
/s/
Patrick D. Dugan | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | |
| ||||||
| | | | |||
| | Senior Vice President and Principal Accounting Officer (Principal Accounting Officer) | | | ||
| ||||||
| | | | |||
| | Chairman of the Board | | | ||
| ||||||
| | | | |||
/s/
Lee Banks | | | Director | | | |
| ||||||
| | | | |||
/s/
Lee B. Foster II | | | Director | | | May
19 , 2021 |
| ||||||
| | | |
SIGNATURE | | | TITLE | | | DATE |
| | | | |||
/s/
Linda S. Harty | | | Director | | | |
| ||||||
| | | | |||
/s/
Brian P. Hehir | | | Director | | | |
| ||||||
| | | | |||
| | Director | | | ||
Michael
W.D. Howell | | |||||
| | | | |||
/s/
William Kassling | | | Director | | | |
| ||||||
| | | | |||
/s/
Ann R. Klee | | | Director | | | |
|
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 5/19/21 | 4, 4/A, 8-K, DEF 14A | ||
3/31/21 | 10-Q | |||
12/31/20 | 10-K, 11-K, 4, 5, SD | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/21 Westinghouse Air Brake Techs Corp 10-Q 3/31/21 94:7.7M Workiva Inc Wde… FA01/FA 4/28/21 Westinghouse Air Brake Techs Corp 8-K:8,9 4/22/21 11:1.5M Broadridge Fin’l So… Inc 4/07/21 Westinghouse Air Brake Techs Corp DEF 14A 5/19/21 1:8.2M Broadridge Fin’l So… Inc 2/19/21 Westinghouse Air Brake Techs Corp 10-K 12/31/20 135:17M Workiva Inc Wde… FA01/FA 2/18/21 Westinghouse Air Brake Techs Corp 8-K:2,7,8,9 2/18/21 12:10M Donnelley … Solutions/FA 2/18/21 Westinghouse Air Brake Techs Corp 8-K:5,9 2/11/21 12:504K Broadridge Fin’l So… Inc 1/20/21 Westinghouse Air Brake Techs Corp 8-K:8,9 1/14/21 11:293K Broadridge Fin’l So… Inc |