Amendment to Registration of Securities (General Form) — Form 10 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 10-12B/A Kimball Electronics, Inc. Form 10-12B/A HTML 36K
2: EX-2.1 Kimball Electronics, Inc. Exhibit 2.1 HTML 289K
4: EX-10.10 Kimball Electronics, Inc. Exhibit 10.10 HTML 13K
3: EX-10.6 Kimball Electronics, Inc. Exhibit 10.6 HTML 459K
5: EX-99.1 Kimball Electronics, Inc. Exhibit 99.1 Information HTML 1.18M
Statement
6: EX-99.2 Kimball Electronics, Inc. Exhibit 99.2 HTML 16K
10-12B/A — Kimball Electronics, Inc. Form 10-12B/A
(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, no par value per share
The NASDAQ Stock Market LLC
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, or a smaller reporting company. See the definition of “large accelerated filer,”“accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company o
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM
10
Item 1. Business
The information required by this item is contained under the sections “Summary,”“Risk Factors,”“Special Note About Forward-Looking Statements,”“Business,”“Management's Discussion and Analysis of Financial Condition and Results of Operations,”“Certain Relationships and Related Party Transactions” and “Where You Can Find More Information” of the Information Statement filed as Exhibit 99.1 to this Form 10 (the “Information Statement”). Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information
required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Selected Historical Condensed Combined Financial Data,”“Unaudited Pro Forma Combined Financial Data,”“Capitalization,” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the
section “Business — Properties” of the Information Statement. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the Information Statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section “Management” of the Information Statement. That section is incorporated
herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the sections “Management,”“Compensation Discussion and Analysis” and “Executive Officer and Director Compensation” of the Information Statement. Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections “Management” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
Item
8. Legal Proceedings
The information required by this item is contained under the section “Business — Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections “Risk Factors,”“The Spin-Off,”“Dividend Policy,”“Trading Market” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item
10. Recent Sales of Unregistered Securities
None.
Item 11. Description of Registrant's Securities to be Registered
The information required by this item is contained under the sections “Risk Factors,”“Dividend Policy” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this
item is contained under the sections “Certain Relationships and Related Party Transactions” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Unaudited Pro Forma Combined Financial Data,”“Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” and the statements referenced therein of the Information Statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) Financial Statements
The information required by this item is contained under the section “Index to Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
(b) Exhibits
The following documents are filed as exhibits hereto:
Exhibit
No.
Description
2.1
Form of Separation and Distribution Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc. **
Form
of Amended and Restated By-laws of Kimball Electronics, Inc. ***
10.1
Form of Employee Matters Agreement between Kimball International, Inc. and Kimball Electronics, Inc. ***
10.2
Form of Tax Matters Agreement by and among Kimball International, Inc. and Kimball Electronics, Inc. ***
10.3
Form
of Long-Term Performance Share Award Agreement ***
10.4
Form of Transition Services Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc. ***
10.5
Form of Employment Agreement with Named Executive Officers ***
10.6
Form of Credit Agreement among Kimball Electronics, Inc., the Lenders party thereto, and JPMorgan Chase Bank, National Association, as administrative
agent**
10.7
2014 Stock Option and Incentive Plan ***
10.8
Supplemental Employee Retirement Plan ***
10.9
Form of Annual Performance Share Award Agreement ***
10.10
Description of the
Kimball Electronics, Inc. 2014 Profit Sharing Incentive Bonus Plan **
21.1
List of subsidiaries of Kimball Electronics, Inc. ***
99.1
Preliminary Information Statement of Kimball Electronics, Inc., subject to completion, dated September 30, 2014 **
99.2
Form
of Notice of Internet Availability of Information Statement Materials **
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.
Form
of Amended and Restated By-laws of Kimball Electronics, Inc. ***
10.1
Form of Employee Matters Agreement between Kimball International, Inc. and Kimball Electronics, Inc. ***
10.2
Form of Tax Matters Agreement by and among Kimball International, Inc. and Kimball Electronics, Inc. ***
10.3
Form
of Long-Term Performance Share Award Agreement ***
10.4
Form of Transition Services Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc. ***
10.5
Form of Employment Agreement with Named Executive Officers ***
10.6
Form of Credit Agreement among Kimball Electronics, Inc., the Lenders party thereto, and JPMorgan Chase Bank, National Association, as administrative
agent**
10.7
2014 Stock Option and Incentive Plan ***
10.8
Supplemental Employee Retirement Plan ***
10.9
Form of Annual Performance Share Award Agreement***
10.10
Description of the
Kimball Electronics, Inc. 2014 Profit Sharing Incentive Bonus Plan **
21.1
List of subsidiaries of Kimball Electronics, Inc. ***
99.1
Preliminary Information Statement of Kimball Electronics, Inc., subject to completion, dated September 30, 2014 **
99.2
Form
of Notice of Internet Availability of Information Statement Materials **
