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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/27/09 AOL Inc. 10-12B 2:3.9M Cravath Swaine & … 01/FA |
Document/Exhibit Description Pages Size 1: 10-12B Form 10 HTML 69K 2: EX-99.1 Preliminary Information Statement HTML 2.24M
Delaware |
20-4268793 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification Number)
|
770 Broadway
New York, New York
(Address of Principal Executive Offices) |
10003
(Zip Code) |
Registrant’s telephone number, including area code:
(212) 652-6400
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, par value $0.01 |
New York Stock Exchange | |
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer ý
(Do not check if a smaller reporting company) |
Smaller reporting companyo |
Item No. |
Caption |
Location in Information Statement | ||
1. |
Business |
See “Summary,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
1A. |
Risk Factors |
See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” | ||
2. |
Financial Information |
See “Summary,” “Risk Factors,” “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
3. |
Properties |
See “Business—Property and Equipment” | ||
4. |
Security Ownership of Certain Beneficial Owners and Management |
See “Security Ownership of Certain Beneficial Owners and Management” | ||
5. |
Directors and Executive Officers |
See “Management” | ||
6. |
Executive Compensation |
See “Executive Compensation” | ||
7. |
Certain Relationships and Related Transactions, and Director Independence |
See “Risk Factors,” “Management” and “Certain Relationships and Related Party Transactions” | ||
8. |
Legal Proceedings |
See “Business—Legal Proceedings” | ||
9. |
Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters |
See “The Spin-Off” | ||
10. |
Recent Sales of Unregistered Securities |
See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Related Party Transactions—Patch Acquisition” | ||
11. |
Description of Registrant’s Securities to be Registered |
See “Description of Our Capital Stock” | ||
12. |
Indemnification of Directors and Officers |
See “Description of Our Capital Stock” | ||
13. |
Financial Statements and Supplementary Data |
See “Summary,” “Selected Historical Financial Data” and “Index to Financial Statements” and the financial statements referenced therein | ||
14. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None | ||
Item No. |
Caption |
Location in Information Statement | ||
15. |
Financial Statements and Exhibits |
See “Index to Financial Statements” and the financial statements referenced therein | ||
|
(1) |
Audited Consolidated Financial Statements of AOL Inc., including Report of Independent Registered Public Accounting Firm; |
Exhibit
Number |
Exhibit Description | |
2.1 |
Form of Separation and Distribution Agreement between AOL Inc. and Time Warner Inc.* | |
3.1 |
Certificate of Incorporation of AOL Inc.* | |
3.2 |
By-laws of AOL Inc.* | |
10.1 |
Form of Transition Services Agreement between AOL Inc. and Time Warner Inc.* | |
10.2 |
Form of Tax Matters Agreement between AOL Inc. and Time Warner Inc.* | |
10.3 |
Form of Employee Matters Agreement between AOL Inc. and Time Warner Inc.* | |
10.4 |
Form of Intellectual Property Cross-License Agreement between AOL Inc. and Time Warner Inc.* | |
10.5 |
Employment Agreement between AOL LLC, Time Warner Inc. and Timothy Armstrong, dated March 12, 2009 and effective as of April 7, 2009.* | |
10.6 |
Employment Letter Agreement between AOL LLC and Ira Parker, dated January 7, 2008.* | |
10.7 |
Employment Letter Agreement between AOL LLC and Tricia Primrose, dated December 7, 2008.* | |
10.8 |
Employment Letter Agreement between AOL LLC and David Harmon, dated February 8, 2008.* | |
10.9 |
2009 Retention Program Letter Agreement between AOL LLC and Ira Parker, dated April 1, 2009.* | |
10.10 |
2009 Retention Program Letter Agreement between AOL LLC and Tricia Primrose, dated April 1, 2009.* | |
10.11 |
2009 Retention Program Letter Agreement between AOL LLC and David Harmon, dated April 1, 2009.* | |
Exhibit
Number |
Exhibit Description | |
10.12 |
2008 Retention Program Letter Agreement between AOL LLC and Ira Parker, dated May 7, 2008.* | |
10.13 |
2008 Retention Program Letter Agreement between AOL LLC and Tricia Primrose, dated May 7, 2008.* | |
10.14 |
2008 Retention Program Letter Agreement between AOL LLC and David Harmon, dated May 7, 2008.* | |
10.15 |
2007 Retention Letter Agreement between AOL LLC and David Harmon, dated October 15, 2007.* | |
10.16 |
Amendment to 2007 Retention Letter Agreement between AOL LLC and David Harmon, dated November 5, 2007.* | |
10.17 |
Relocation Letter Agreement between AOL LLC and Ira Parker, dated April 1, 2009.* | |
10.18 |
AOL LLC 2009 Global Bonus Plan.* | |
10.19 |
AOL LLC 2008 Annual Incentive Plan.* | |
21.1 |
List of subsidiaries of AOL Inc.* | |
99.1 |
Preliminary Information Statement of AOL Inc., subject to completion, dated July 27, 2009. |
AOL HOLDINGS LLC, |
|||
|
By: |
/s/ Timothy Armstrong | |
Name: Timothy Armstrong | |||
Title: Chairman and Chief Executive Officer | |||
Exhibit
Number |
Exhibit Description | |
2.1 |
Form of Separation and Distribution Agreement between AOL Inc. and Time Warner Inc.* | |
3.1 |
Certificate of Incorporation of AOL Inc.* | |
3.2 |
By-laws of AOL Inc.* | |
10.1 |
Form of Transition Services Agreement between AOL Inc. and Time Warner Inc.* | |
10.2 |
Form of Tax Matters Agreement between AOL Inc. and Time Warner Inc.* | |
10.3 |
Form of Employee Matters Agreement between AOL Inc. and Time Warner Inc.* | |
10.4 |
Form of Intellectual Property Cross-License Agreement between AOL Inc. and Time Warner Inc.* | |
10.5 |
Employment Agreement between AOL LLC, Time Warner Inc. and Timothy Armstrong, dated March 12, 2009 and effective as of April 7, 2009.* | |
10.6 |
Employment Letter Agreement between AOL LLC and Ira Parker, dated January 7, 2008.* | |
10.7 |
Employment Letter Agreement between AOL LLC and Tricia Primrose, dated December 7, 2008.* | |
10.8 |
Employment Letter Agreement between AOL LLC and David Harmon, dated February 8, 2008.* | |
10.9 |
2009 Retention Program Letter Agreement between AOL LLC and Ira Parker, dated April 1, 2009.* | |
10.10 |
2009 Retention Program Letter Agreement between AOL LLC and Tricia Primrose, dated April 1, 2009.* | |
10.11 |
2009 Retention Program Letter Agreement between AOL LLC and David Harmon, dated April 1, 2009.* | |
10.12 |
2008 Retention Program Letter Agreement between AOL LLC and Ira Parker, dated May 7, 2008.* | |
10.13 |
2008 Retention Program Letter Agreement between AOL LLC and Tricia Primrose, dated May 7, 2008.* | |
10.14 |
2008 Retention Program Letter Agreement between AOL LLC and David Harmon, dated May 7, 2008.* | |
10.15 |
2007 Retention Letter Agreement between AOL LLC and David Harmon, dated October 15, 2007.* | |
10.16 |
Amendment to 2007 Retention Letter Agreement between AOL LLC and David Harmon, dated November 5, 2007.* | |
10.17 |
Relocation Letter Agreement between AOL LLC and Ira Parker, dated April 1, 2009.* | |
10.18 |
AOL LLC 2009 Global Bonus Plan.* | |
Exhibit
Number |
Exhibit Description | |
| ||
10.19 | AOL LLC 2008 Annual Incentive Plan.* | |
| ||
21.1 | List of subsidiaries of AOL Inc.* | |
| ||
99.1 | Preliminary Information Statement of AOL Inc., subject to completion, dated July 27, 2009. |
This ‘10-12B’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 7/27/09 | None on these Dates | ||
4/7/09 | ||||
4/1/09 | ||||
3/12/09 | ||||
12/7/08 | ||||
5/7/08 | ||||
2/8/08 | ||||
1/7/08 | ||||
11/5/07 | ||||
10/15/07 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/26/09 SEC UPLOAD¶ 9/22/17 1:81K AOL Inc. |