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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/11/19 Life Fitness Holdings Inc. 10-12B/A 2:10M Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size
1: 10-12B/A Amendment to Registration of Securities (General HTML 70K
Form)
2: EX-99.1 Miscellaneous Exhibit HTML 1.75M
As filed with the Securities and Exchange Commission on April 11, 2019
File No. 001-38741
UNITED STATES
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
LIFE FITNESS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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38-4094306
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(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification Number) |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
With copies to:
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Brunswick Corporation
26125 N. Riverwoods Blvd. Mettawa, Illinois 60045-3420 (847) 735-4700 Attn: Christopher F. Dekker, Vice President, General Counsel and Secretary |
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
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Securities to be registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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☒
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Smaller reporting company
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o
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Emerging growth company
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☒
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If an emerging growth company, indicate by checkmark 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. ☒
Life Fitness Holdings, Inc.
Information Required in Registration Statement
Cross-Reference Sheet Between the Information Statement and Items of Form 10
This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
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Item No.
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Caption
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Location in Information Statement
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1.
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Business
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See “Summary”, “Risk Factors”, “Cautionary Statement Concerning Forward-Looking Statements”, “The Spin-Off”, “Capitalization”, “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information”
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1A.
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Risk Factors
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See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements”
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2.
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Financial Information
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See “Summary”, “Risk Factors”, “Capitalization”, “Selected Historical Financial Data”, “Unaudited Pro Forma Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
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3.
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Properties
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See “Business—Properties”
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4.
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Security Ownership of Certain Beneficial Owners and Management
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See “Security Ownership of Certain Beneficial Owners and Management”
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5.
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Directors and Executive Officers
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See “Management”
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6.
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Executive Compensation
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See “Management” and “Executive Compensation”
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7.
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Certain Relationships and Related Transactions, and Director Independence
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See “Risk Factors”, “Management” and “Certain Relationships and Related Party Transactions”
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8.
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Legal Proceedings
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See “Business—Legal Proceedings”
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9.
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Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
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See “The Spin-Off”, “Dividend Policy”, “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock”
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10.
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Recent Sales of Unregistered Securities
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See “Description of Our Capital Stock”
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11.
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Description of Registrant’s Securities to be Registered
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See “Description of Our Capital Stock”
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12.
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Indemnification of Directors and Officers
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See “Certain Relationships and Related Party Transactions—Agreements with Brunswick—Separation and Distribution Agreement” and “Description of Our Capital Stock”
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Item No.
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Caption
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Location in Information Statement
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13.
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Financial Statements and Supplementary Data
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See “Summary”, “Selected Historical Financial Data”, “Unaudited Pro Forma Combined Financial Information” and “Index to Financial Statements” and the financial statements referenced therein
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14.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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None
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15.
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Financial Statements and Exhibits
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(a)
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Financial Statements
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See “Unaudited Pro Forma Combined Financial Information” and “Index to Financial Statements” and the financial statements referenced therein
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(b)
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Exhibits
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See below
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The following documents are filed as exhibits hereto:
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Exhibit
Number |
Exhibit Description
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2.1
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Form of Separation and Distribution Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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3.1
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Form of Amended and Restated Certificate of Incorporation of Life Fitness Holdings, Inc.*
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3.2
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Form of Amended and Restated By-Laws of Life Fitness Holdings, Inc.*
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10.1
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Form of Transition Services Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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10.2
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Form of Tax Matters Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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10.3
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Form of Employee Matters Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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10.4
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Form of Trademark License Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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10.5
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Form of Stockholder and Registration Rights Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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21.1
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List of subsidiaries of Life Fitness Holdings, Inc.*
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99.1
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Preliminary Information Statement of Life Fitness Holdings, Inc., subject to completion, dated April 11, 2019.
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| * | To be filed by amendment. |
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Exhibit
Number |
Exhibit Description
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2.1
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Form of Separation and Distribution Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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3.1
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Form of Amended and Restated Certificate of Incorporation of Life Fitness Holdings, Inc.*
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3.2
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Form of Amended and Restated By-Laws of Life Fitness Holdings, Inc.*
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10.1
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Form of Transition Services Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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10.2
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Form of Tax Matters Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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10.3
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Form of Employee Matters Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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10.4
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Form of Trademark License Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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10.5
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Form of Stockholder and Registration Rights Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.*
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21.1
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List of subsidiaries of Life Fitness Holdings, Inc.*
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Preliminary Information Statement of Life Fitness Holdings, Inc., subject to completion, dated April 11, 2019.
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| * | To be filed by amendment. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
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Life Fitness Holdings, Inc.
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By:
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Name:
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Title:
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Corporate Secretary
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Dated: April 11, 2019
| This ‘10-12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/11/19 | None on these Dates | ||
| List all Filings | ||||