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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/03/08 John Bean Technologies Corp 10-12B/A 12:5.7M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-12B/A Amendment Number 3 to Form 10 HTML 35K
2: EX-2.1 Form of Separation and Distribution Agreement HTML 171K
3: EX-4.1 Specimen Common Stock Certificate of Jbt HTML 17K
Corporation
4: EX-4.2 Form of Rights Agreement HTML 235K
5: EX-10.1 Form of Tax Sharing Agreement Between Jbt HTML 165K
Corporation and Fmc Technologies, Inc
6: EX-10.2 Form of Trademark License Agreement Between Jbt HTML 45K
Corporation and Fmc Technologies
7: EX-10.3 Form of Trademark Assignment and Coexistence HTML 54K
Agreement
8: EX-10.4 Form of Jbt Corporation Incentive Compensation and HTML 109K
Stock Plan
9: EX-10.5 Jbt Corp Employee's Retirement Program HTML 786K
10: EX-10.6 John Bean Technologies Corporation Savings and HTML 386K
Investment Plan
11: EX-21.1 List of Subsidiaries of Jbt Corporation HTML 15K
12: EX-99.1 Information Statement HTML 1.74M
| Amendment Number 3 to Form 10 |
As filed with the Securities and Exchange Commission on July 3, 2008
File No. 001-34036
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10/A
(Amendment No. 3)
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
John Bean Technologies Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 91-1650317 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
200 East Randolph Drive
(312) 861-5900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class To Be so Registered |
Name of Exchange on Which Each Class is to be Registered | |
| Common stock, par value $0.01 per share |
New York Stock Exchange | |
| Preferred Share Purchase Rights |
New York Stock Exchange |
Securities 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
This registration statement on Form 10 (the “Form 10”) incorporates by reference information contained in the information statement filed as exhibit 99.1 hereto (the “information statement”). The cross-reference table below identifies where the items required by Form 10 can be found in the information statement.
| Item No. |
Item Caption |
Location in Information Statement | ||
| 1. |
Business | “Executive Summary” and “Business” | ||
| 1A. |
Risk Factors | “Risk Factors” | ||
| 2. |
Financial Information | “Summary—Summary Combined Financial Data;” “Capitalization;” “Unaudited Pro Forma Combined Financial Data;” “Selected Combined Financial Data;” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
| 3. |
Properties | “Business —Facilities and Properties” | ||
| 4. |
Security Ownership of Certain Beneficial Owners and Management | “Security Ownership by Certain Beneficial Owners and Management” | ||
| 5. |
Directors and Executive Officers | “Management” | ||
| 6. |
Executive Compensation | “Executive Compensation” | ||
| 7. |
Certain Relationships and Related Transactions, and Director Independence | “Our Relationship with FMC Technologies After the Spin-Off” and “Corporate Governance” | ||
| 8. |
Legal Proceedings | “Business—Legal Proceedings” | ||
| 9. |
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | “Summary;” “Risk Factors;” “The Spin-Off;” “Capitalization;” “Dividend Policy;” and “Description of Our Capital Stock” | ||
| 10. |
Recent Sale of Unregistered Securities | None | ||
| 11. |
Description of Registrant’s Securities to be Registered | “Description of Our Capital Stock” | ||
| 12. |
Indemnification of Directors and Officers | “Description of Our Capital Stock;” and “Our Relationship with FMC Technologies After the Spin-Off” | ||
| 13. |
Financial Statements and Supplementary Data | “Summary—Summary Combined Financial Data;” “Unaudited Pro Forma Combined Financial Data;” “Selected Combined Financial Data;” “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and “Index to Combined Financial Statements” including the Combined Financial Statements | ||
| 14. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||
| 15. |
Financial Statements and Exhibits | |||
| (a) | List of Financial Statements |
The following historical and pro forma combined financial statements of John Bean Technologies Corporation are included in the information statement and filed as part of this registration statement on Form 10:
| (1) | Audited Combined Financial Statements, including Report of Independent Registered Public Accounting Firm, as of December 31, 2006 and 2007 and for the years ended December 31, 2005, 2006 and 2007; |
| (2) | Unaudited Combined Financial Statements as of March 31, 2007 and 2008 and for the three months ended March 31, 2007 and 2008; and |
| (3) | Unaudited Pro Forma Combined Income Statements for the year ended December 31, 2007 and for the three months ended March 31, 2008 and Unaudited Pro Forma Balance Sheet as of March 31, 2008. |
| (b) | Exhibits |
The following exhibits are filed herewith unless otherwise indicated:
| Exhibit |
Exhibit Description | |
| 2.1 |
Form of Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean Technologies Corporation (“JBT Corporation”) | |
| 3.1* |
Amended and Restated Certificate of Incorporation of JBT Corporation | |
| 3.2* |
Amended and Restated By-Laws of JBT Corporation | |
| 4.1 |
Specimen common stock certificate of JBT Corporation | |
| 4.2 |
Form of Rights Agreement between JBT Corporation and National City Bank, as rights agent | |
| 4.3† |
Form of Certificate of Designations of Series A Junior Participating Preferred Stock | |
| 10.1 |
Form of Tax Sharing Agreement between JBT Corporation and FMC Technologies, Inc. | |
| 10.2 |
Form of Trademark License Agreement between JBT Corporation and FMC Technologies, Inc. | |
| 10.3 |
Form of Trademark Assignment and Coexistence Agreement | |
| 10.4 |
Form of John Bean Technologies Corporation Incentive Compensation and Stock Plan | |
| 10.5 |
JBT Corporation Employees’ Retirement Program | |
| 10.6 |
John Bean Technologies Corporation Savings and Investment Plan | |
| 21.1 |
List of Subsidiaries of JBT Corporation | |
| 99.1 |
Preliminary Information Statement of JBT Corporation, subject to completion, dated July 3, 2008 | |
| * | Previously filed |
| † | Incorporated by reference to Exhibit A to the Form of Rights Agreement between JBT Corporation and National City Bank, as rights agent, filed as Exhibit 4.2 herewith |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| John Bean Technologies Corporation | ||
| By: | /S/ CHARLES H. CANNON, JR. | |
| Name: | Charles H. Cannon, Jr. | |
| Title: | Chairman of the Board, Chief Executive Officer and President | |
Dated: July 3, 2008
| This ‘10-12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/3/08 | None on these Dates | ||
| 3/31/08 | ||||
| 12/31/07 | ||||
| 3/31/07 | ||||
| 12/31/06 | ||||
| 12/31/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/16/24 John Bean Technologies Corp. S-4 5/15/24 12:7M Donnelley … Solutions/FA 2/23/24 John Bean Technologies Corp. 10-K 12/31/23 155:32M 2/23/23 John Bean Technologies Corp. 10-K 12/31/22 151:78M 2/24/22 John Bean Technologies Corp. 10-K 12/31/21 142:77M 2/25/21 John Bean Technologies Corp. 10-K 12/31/20 137:15M |