Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.99M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 58K
3: EX-21.1 Subsidiaries List HTML 39K
4: EX-23.1 Consent of Experts or Counsel HTML 40K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 43K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 38K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
85: R1 Cover Page HTML 98K
27: R2 Consolidated Statements of Operations and HTML 117K
Comprehensive Income (Loss)
49: R3 Consolidated Balance Sheets HTML 139K
128: R4 Consolidated Balance Sheets (Parenthetical) HTML 59K
84: R5 Consolidated Statements of Stockholders' Equity HTML 95K
26: R6 Consolidated Statements of Cash Flows HTML 151K
48: R7 Consolidated Statements of Comprehensive Income HTML 62K
(Loss) Statement
131: R8 Business And Basis of Presentation HTML 44K
82: R9 Summary of Significant Accounting Policies HTML 106K
51: R10 Nature of Operations HTML 64K
32: R11 Severance Expense HTML 42K
80: R12 Stock-Based Compensation HTML 129K
127: R13 Leases HTML 182K
50: R14 Relationship with AWI HTML 42K
31: R15 Income Taxes HTML 182K
79: R16 Discontinued Operations HTML 73K
126: R17 Earnings Per Share of Common Stock HTML 74K
52: R18 Accounts And Notes Receivable HTML 58K
30: R19 Inventories HTML 53K
110: R20 Prepaid Expenses and Other Current Assets HTML 47K
122: R21 Property, Plant and Equipment HTML 51K
78: R22 Intangible Assets HTML 81K
25: R23 Accounts Payable And Accrued Expenses HTML 47K
109: R24 Debt HTML 60K
121: R25 Pension And Other Postretirement Benefit Programs HTML 364K
77: R26 Derivative Financial Instruments HTML 89K
24: R27 Financial Instruments HTML 99K
108: R28 Stockholders' Equity HTML 163K
123: R29 Litigation And Related Matters HTML 50K
130: R30 Quarterly Financial Information (Unaudited) HTML 79K
81: R31 Schedule II - Valuation and Qualifying Reserves HTML 94K
28: R32 Summary of Significant Accounting Policies HTML 173K
(Policies)
46: R33 Summary of Significant Accounting Policies HTML 70K
(Tables)
132: R34 Nature of Operations (Tables) HTML 64K
83: R35 Stock-Based Compensation (Tables) HTML 145K
29: R36 Leases (Tables) HTML 137K
47: R37 Income Taxes (Tables) HTML 186K
129: R38 Discontinued Operations (Tables) HTML 74K
86: R39 Earnings Per Share Of Common Stock (Tables) HTML 76K
112: R40 Accounts And Notes Receivable (Tables) HTML 60K
98: R41 Inventories (Tables) HTML 52K
22: R42 Prepaid Expenses and Other Current Assets (Tables) HTML 47K
74: R43 Property, Plant and Equipment (Tables) HTML 51K
113: R44 Intangible Assets (Tables) HTML 111K
99: R45 Accounts Payable And Accrued Expenses (Tables) HTML 48K
23: R46 Debt (Tables) HTML 52K
75: R47 Pension And Other Postretirement Benefit Programs HTML 366K
(Tables)
111: R48 Derivative Financial Instruments (Tables) HTML 83K
100: R49 Financial Instruments (Tables) HTML 96K
90: R50 Stockholders' Equity (Tables) HTML 160K
134: R51 Quarterly Financial Information (Unaudited) HTML 79K
(Tables)
64: R52 Summary of Significant Accounting Policies - HTML 70K
Narrative (Details)
42: R53 Summary of Significant Accounting Policies - Net HTML 39K
AWI Investments (Details)
89: R54 Summary of Significant Accounting Policies HTML 79K
Recently Adopted Standards (Details)
133: R55 Nature of Operations - Sales by Geographic Region HTML 55K
(Details)
63: R56 Nature of Operations - Property, Plant and HTML 47K
Equipment (Details)
41: R57 Nature of Operations - Narrative (Details) HTML 45K
88: R58 Severance Expense - Narrative (Details) HTML 46K
136: R59 Severance Expense CEO Severance (Details) HTML 43K
68: R60 Stock-Based Compensation - Narrative (Details) HTML 131K
21: R61 Stock-Based Compensation - PSA Valuation HTML 52K
Assumptions (Details)
105: R62 Stock-Based Compensation Stock-based compensation HTML 56K
PBRSU valuation assumption (Details) (Details)
120: R63 Stock-Based Compensation Stock-Based Compensation HTML 49K
- Summary of Non-Employee RSU Activity (Details)
65: R64 Stock-Based Compensation - Schedule of Modified HTML 75K
Stock Options (Details)
18: R65 Stock-Based Compensation - Summary of Stock Option HTML 42K
Exercises (Details)
101: R66 Stock-Based Compensation - Schedule of Activity HTML 76K
Related to PSAs, PSUs, and RSUs (Details)
116: R67 Stock-Based Compensation - Expense and Related Tax HTML 43K
Effects (Details)
72: R68 Leases - Narrative (Details) HTML 69K
16: R69 Leases - Lease Cost (Details) HTML 49K
33: R70 Leases - Balance Sheet Classification (Details) HTML 57K
57: R71 Leases - Cash flows from leases (Details) HTML 41K
137: R72 Leases - Leases Weighted Average (Details) HTML 48K
93: R73 Leases - Schedule of Future Minimum Lease Payments HTML 77K
(Details)
36: R74 Leases - Schedule of Minimum Lease Payments Under HTML 57K
ASC 840 (Details)
60: R75 Income Taxes - Narrative (Details) HTML 67K
141: R76 Income Taxes - Schedule of Domestic and Foreign HTML 46K
Income (Details)
97: R77 Income Taxes - Schedule of Components of Income HTML 68K
Tax Expense (Details)
38: R78 Income Taxes - Schedule of Effective Income Tax HTML 74K
Rate Reconciliation (Details)
54: R79 Income Taxes - Schedule of Deferred Tax Assets and HTML 99K
Liabilities (Details)
34: R80 Income Taxes Income Taxes - Schedule of Valuation HTML 46K
Allowance (Details)
58: R81 Income Taxes Income Taxes - Schedule of Net HTML 45K
Operating Loss Carryforwards (Details)
138: R82 Income Taxes - Schedule of Unrecognized Tax HTML 45K
Benefits (Details)
94: R83 Income Taxes - Schedule of Other Taxes (Details) HTML 40K
35: R84 Discontinued Operations - Narrative (Details) HTML 62K
59: R85 Discontinued Operations - Schedule of Results of HTML 96K
Discontinued Operations (Details)
140: R86 Discontinued Operations Discontinued Operations HTML 51K
Schedule of Gain/Loss on Disposal (Details)
96: R87 Earnings Per Share Of Common Stock (Details) HTML 84K
39: R88 Accounts And Notes Receivable - Receivables Net of HTML 47K
Allowances (Details)
55: R89 Inventories - Schedule of Inventories (Details) HTML 53K
67: R90 Accounts And Notes Receivable - Product Warranties HTML 47K
(Details)
20: R91 Inventories - Narrative (Details) HTML 38K
103: R92 Inventories Inventory Write Down (Details) HTML 39K
118: R93 Prepaid Expenses and Other Current Assets HTML 50K
(Details)
66: R94 Property, Plant and Equipment (Details) HTML 57K
19: R95 Property, Plant and Equipment Property, Plant HTML 40K
Equipment Narrative (Details)
102: R96 Intangible Assets - Narrative (Details) HTML 66K
117: R97 Intangible Assets - Schedule of Intangible Assets HTML 62K
(Details)
69: R98 Intangible Assets - Schedule of Amortization HTML 40K
Expense (Details)
14: R99 Intangible Assets - Schedule of Expected Future HTML 49K
Annual Amortization Expense (Details)
143: R100 Accounts Payable And Accrued Expenses (Details) HTML 50K
92: R101 Debt - Schedule of Debt (Details) HTML 55K
40: R102 Debt - Narrative (Details) HTML 75K
56: R103 Pension And Other Postretirement Benefit Programs HTML 71K
- Narrative (Details)
142: R104 Pension And Other Postretirement Benefit Programs HTML 109K
- Schedule of Change in Benefit Obligation and
Change in Plan Assets (Details)
91: R105 Pension And Other Postretirement Benefit Programs HTML 61K
- Weighted Average Assumptions (Details)
37: R106 Pension And Other Postretirement Benefit Programs HTML 51K
- Benefit Obligations in Excess of Assets
(Details)
53: R107 Pension And Other Postretirement Benefit Programs HTML 66K
- Components of Net Periodic Pension Cost
(Details)
139: R108 Pension And Other Postretirement Benefit Programs HTML 55K
- Asset Allocation (Details)
95: R109 Pension And Other Postretirement Benefit Programs HTML 97K
- Fair Value Measurement (Details)
106: R110 Pension And Other Postretirement Benefit Programs HTML 75K
- Summary of Balance Sheet Impact of
Postretirement Benefit Plans, Related Benefit
Obligations, Assets, Funded Status Rate
Assumptions (Details)
114: R111 Pension And Other Postretirement Benefit Programs HTML 48K
- Healthcare Trend Rates (Details)
70: R112 Pension And Other Postretirement Benefit Programs HTML 60K
- Amounts Recognized on the Consolidated Balance
Sheets (Details)
15: R113 Pension And Other Postretirement Benefit Programs HTML 47K
- Amounts Recognized in AOCI (Details)
107: R114 Pension And Other Postretirement Benefit Programs HTML 60K
- Expected Future Benefit Payments (Details)
115: R115 Derivative Financial Instruments - Narrative HTML 50K
(Details)
73: R116 Derivative Financial Instruments - Summary of HTML 60K
Derivative Assets and Liabilities (Details)
17: R117 Derivative Financial Instruments - Summary of Gain HTML 52K
(Loss) on Derivative Instruments (Details)
104: R118 Financial Instruments - Schedule of Estimated Fair HTML 67K
Value (Details)
119: R119 Stockholders' Equity - Narrative (Details) HTML 57K
61: R120 Stockholders' Equity - Components of AOCI and HTML 60K
Related Tax Effect (Details)
43: R121 Stockholders' Equity - Summary of AOCI Activity HTML 78K
(Details)
87: R122 Stockholders' Equity - Summary of Amounts HTML 118K
Reclassified from AOCI (Details)
135: R123 Litigation and Related Matters (Details) HTML 40K
62: R124 Quarterly Financial Information (Unaudited) HTML 62K
(Details)
44: R125 Schedule II - Valuation and Qualifying Reserves HTML 61K
(Details)
76: XML IDEA XML File -- Filing Summary XML 267K
71: XML XBRL Instance -- afi10-k123119_htm XML 4.66M
124: EXCEL IDEA Workbook of Financial Reports XLSX 153K
10: EX-101.CAL XBRL Calculations -- afi-20191231_cal XML 408K
11: EX-101.DEF XBRL Definitions -- afi-20191231_def XML 1.20M
12: EX-101.LAB XBRL Labels -- afi-20191231_lab XML 2.66M
13: EX-101.PRE XBRL Presentations -- afi-20191231_pre XML 1.81M
9: EX-101.SCH XBRL Schema -- afi-20191231 XSD 261K
125: JSON XBRL Instance as JSON Data -- MetaLinks 595± 928K
45: ZIP XBRL Zipped Folder -- 0001655075-20-000011-xbrl Zip 456K
‘EX-4.1’ — Instrument Defining the Rights of Security Holders
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
Exhibit 4.1
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following is a description of the common stock of Armstrong Flooring, Inc. (the “Company”, “we”, or “our”), which is the only
security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
General
We are incorporated in Delaware and the rights of our stockholders are generally covered by our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and the applicable provisions of the Delaware General Corporation Law (“DGCL”).
This
description of our common stock is qualified by, and should be read in conjunction with, the Charter and the Bylaws, both of which are exhibits to the Annual Report on Form 10-K of which this exhibit forms a part, as well as the applicable provisions of the DGCL.
Authorized Capital Stock
Our authorized capital stock consists of one hundred million (100,000,000) shares of common stock, par value $0.0001 per share, and fifteen million (15,000,000) shares of preferred stock, par value $0.0001 per share. All outstanding shares of common stock are fully paid and non-assessable.
Common Stock
Each holder of common stock is
entitled to cast one vote for each share held of record on all matters submitted to a vote of the stockholders, to receive, on a pro rata basis, dividends and distributions, if any, that the board of directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding, and upon our liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock.
Any dividends declared on the common stock will not be cumulative.
The holders of our common stock do not have any preemptive, cumulative voting, subscription, conversion, redemption or sinking fund rights. Our common stock is not subject to future calls or assessments by us. The rights and privileges
of holders of our common stock are subject to any series of preferred stock that may be issued in the future, as described below.
Preferred Stock
Under the terms of our amended and restated certificate of incorporation, our board of directors is authorized, subject to limitations prescribed by the DGCL, and by our certificate of incorporation, to issue up to fifteen million (15,000,000) shares of preferred stock in one or more series without further action by the holders of its common stock. Our board of directors has the discretion, subject to limitations prescribed by the DGCL and by our certificate of incorporation,
to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
Provisions of the DGCL and our certificate of incorporation and bylaws
could make it more difficult to acquire the Company by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that the Company's board of directors may consider inadequate and to encourage persons seeking to acquire control of the Company to first negotiate with the Company’s board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure
it outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms. Delaware Anti-Takeover Statute. We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder”
is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Company’s board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by the Company’s stockholders. Amendments to Bylaws. Our amended and restated bylaws
provide that they may be amended by the Company’s board of directors or by the affirmative vote of holders of a majority of the Company’s voting stock then outstanding, except that the affirmative vote of holders of at least sixty-six and two-thirds percent (66 2/3%) of the Company’s voting stock then outstanding is required to amend certain provisions relating to director and officer indemnification, the selection of forum for adjudication of certain disputes, amending the by-laws, requirements relating to advance notice of business to be conducted at a meeting of stockholders and
the nomination of directors. Size of Board and Vacancies. Our amended and restated bylaws provide that the number of directors on the Company’s board of directors will be fixed exclusively by its board of directors. Any vacancies created in the Company’s board of directors resulting from any increase in the authorized number of directors or the death, resignation, retirement, disqualification, removal from office or other cause will be filled by a majority of the board of directors then in office, even if less than a quorum is present, or by a sole remaining director. Any director appointed to fill a vacancy on the
Company’s board of directors will be appointed for a term expiring at the next election of the class for which such director has been appointed, and until his or her successor has been elected and qualified. Special Stockholder Meetings. Our amended and restated certificate of incorporation provides that only the chairman of the Company’s board of directors, the President of the Company or the Company’s board of directors pursuant to a resolution adopted by a majority of the entire board of directors may call special meetings of the
Company’s stockholders. Stockholders may not call special stockholder meetings. Stockholder Action by Written Consent. Our amended and restated certificate of incorporation expressly eliminates the right of the Company’s stockholders to act by written consent. Stockholder action must take place at the annual or a special meeting of the Company’s stockholders. Requirements for Advance Notification of Stockholder Nominations and Proposals. Our amended and restated bylaws establish advance
notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of the Company’s board of directors or a committee of the Company’s board of directors.
Undesignated Preferred Stock. The authority that the Company’s board of directors possesses to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of the company through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. The Company’s board of directors may be able to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely
affect the voting power of the holders of common stock. Limitations on Liability, Indemnification of Officers and Directors and Insurance
The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors, and the Company’s amended and restated certificate of incorporation includes such an exculpation provision. Our amended and restated certificate of incorporation and bylaws include provisions
that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of the Company, or for serving at the Company’s request as a director or officer or another position at another corporation or enterprise, as the case may be. Our amended and restated certificate of incorporation and bylaws also provide that the Company must indemnify and advance reasonable expenses to the
Company’s directors and officers, subject to the Company’s receipt of an undertaking from the indemnified party as may be required under the DGCL. Our amended and restated certificate of incorporation expressly authorizes the Company to carry directors’ and officers’ insurance to protect the Company, its directors, officers and certain employees for some liabilities.
The limitation of liability and indemnification provisions in the Company’s amended
and restated certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against the Company’s directors and officers, even though such an action, if successful, might otherwise benefit the Company and its stockholders. However, these provisions do not limit or eliminate the Company’s rights, or those of any stockholder, to seek non-monetary relief such as injunction
or rescission in the event of a breach of a director’s duty of care. The provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Exclusive Forum
Our amended and restated bylaws provide that, unless the board of directors otherwise determines, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of the
Company, any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Company to the Company or its stockholders, creditors or other constituents, any action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL or the Company’s amended and restated certificate of incorporation or bylaws,
or any action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine. However, if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, the action may be brought in another court sitting in the State of Delaware. Although the Company’s amended and restated bylaws include this exclusive forum provision, it is possible that a court could rule that this provision is inapplicable or unenforceable. Authorized but Unissued Shares
Our
authorized but unissued shares of common stock and preferred stock will be available for future issuance without your approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.
Listing
Our shares of common stock are listed on the New York Stock Exchange under the symbol “AFI.”
Transfer
Agent and Registrar
The transfer agent and registrar for our common stock is AST Financial.