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AOL Inc. – ‘10-12B’ on 7/27/09

On:  Monday, 7/27/09, at 4:49pm ET   ·   Accession #:  950157-9-443   ·   File #:  1-34419

Previous ‘10-12B’:  None   ·   Next:  ‘10-12B/A’ on 9/16/09   ·   Latest:  ‘10-12B/A’ on 11/16/09   ·   1 Reference:  By:  SEC – ‘UPLOAD’ on 8/26/09

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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

Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B      Form 10                                             HTML     69K 
 2: EX-99.1     Preliminary Information Statement                   HTML   2.24M 


10-12B   —   Form 10


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 
As filed with the Securities and Exchange Commission on July 27, 2009
 
File No.
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
________________________
 
Form 10
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
________________________
 
AOL Inc.
(Exact name of registrant as specified in its charter)
 
 

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
     
 
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,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer ý
(Do not check if a smaller reporting company)
 
Smaller reporting companyo
 
 
 
 

 
 
 
AOL Inc.
Cross-Reference Sheet Between the Information Statement and Items of Form 10
 
Our Information Statement may be found as Exhibit 99.1 to this Registration Statement on 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.
 

 
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
         
 
 
 
2

 
 
 
 
 
Item No.
 
 
Caption
 
 
Location in Information Statement
15.
 
Financial Statements and Exhibits
 
See “Index to Financial Statements” and the financial statements referenced therein
 
 
(a) List of Financial Statements and Schedules
 
The following financial statements and schedules are included in the Information Statement and filed as part of this Registration Statement on Form 10:
 
 
(1)
Audited Consolidated Financial Statements of AOL Inc., including Report of Independent Registered Public Accounting Firm;
 
 
(2)
Unaudited Interim Consolidated Financial Statements of AOL Inc.; and
 
 
(3)
Schedule II - Valuation and Qualifying Accounts.
 
(b) Exhibits
 
The following documents are filed as exhibits hereto:
 

Exhibit
Number
 
Exhibit Description
2.1
 
Form of Separation and Distribution Agreement between AOL Inc. and Time Warner Inc.*
     
3.1
 
     
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.*
     
 
 
 
3

 
 
 
 
 
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.
 
 
 
 

 
 
* To be filed by amendment.
 
 
 
4

 
 
 
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.
 
 
 
AOL HOLDINGS LLC,
 
       
 
By:
/s/ Timothy Armstrong  
    Name: Timothy Armstrong  
    Title: Chairman and Chief Executive Officer  
       
 
Dated:  July 27, 2009
 

 
5

 
 

EXHIBIT INDEX
 
Exhibit
Number
 
Exhibit Description
2.1
 
Form of Separation and Distribution Agreement between AOL Inc. and Time Warner Inc.*
     
3.1
 
     
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.*
     
 
 
 
6

 
 
 
 

 
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.
 
 
 
     
 





* To be filed by amendment.
 
7
 
 

Dates Referenced Herein

This ‘10-12B’ Filing    Date    Other Filings
Filed on:7/27/09None 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
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1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/26/09  SEC                               UPLOAD9/22/17    1:81K  AOL Inc.
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