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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/13/14 Vista Outdoor Inc. 10-12B 3:3.3M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size
1: 10-12B Registration of Securities (General Form) HTML 33K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 828K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit HTML 1.69M
As filed with the Securities and Exchange Commission on August 13, 2014
File No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Vista Outdoor Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
47-1016855 (I.R.S. Employer Identification Number) |
1300 Wilson Boulevard, Suite 400 Arlington, VA (Address of Principal Executive Offices) |
22209 (Zip Code) |
Registrant's telephone number, including area code:
(703) 412-5960
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 | NYSE |
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 definitions 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 ý (Do not check if a smaller reporting company) |
Smaller reporting company o |
Vista Outdoor Inc.
Information Required in Registration Statement
Cross-Reference Sheet Between the Information Statement and Items of Form 10
This registration statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this 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," "Risk Factors," "Cautionary Statement Concerning Forward-Looking Statements," "The Spin-Off," "Capitalization," "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Where You Can Find More Information" | |||
1A. |
Risk Factors |
See "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements" |
|||
2. |
Financial Information |
See "Summary," "Risk Factors," "Capitalization," "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" |
|||
3. |
Properties |
See "Business—Properties" |
|||
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 "Management" and "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 Stockholder Matters |
See "The Spin-Off," "Dividend Policy," "Security Ownership of Certain Beneficial Owners and Management" and "Description of Our Capital Stock" |
|||
10. |
Recent Sales of Unregistered Securities |
See "Description of Our Capital Stock" |
|||
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" and "Certain Relationships and Related Party Transactions—Agreements with ATK—Transaction Agreement" |
|||
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 |
|||
15. |
Financial Statements and Exhibits |
(a) Financial Statements |
|||
See "Index to Financial Statements" and the financial statements referenced therein |
|||||
(b) Exhibits |
|||||
See below |
|||||
The following documents are filed as exhibits hereto:
| Exhibit Number |
Exhibit Description | |
|---|---|---|
| 2.1* | Transaction Agreement, dated as of April 28, 2014, among Alliant Techsystems Inc., Vista SpinCo Inc., Vista Merger Sub Inc. and Orbital Sciences Corporation. | |
2.2** |
Form of Transition Services Agreement, among Alliant Techsystems Inc. and Vista Outdoor Inc. |
|
2.3** |
Form of Ammunition Products Supply Agreement, among Alliant Techsystems Inc. and Vista Outdoor Inc. |
|
2.4** |
Form of Powder Products Supply Agreement, among Alliant Techsystems Inc. and Vista Outdoor Inc. |
|
2.5** |
Form of Tax Matters Agreement, among Alliant Techsystems Inc. and Vista Outdoor Inc. |
|
3(i).1** |
Form of Amended and Restated Certificate of Incorporation of Vista Outdoor Inc. |
|
3(ii).2** |
Form of Amended and Restated Bylaws of Vista Outdoor Inc. |
|
8.1** |
Form of Opinion of Cravath, Swaine & Moore LLP as to certain tax matters. |
|
10.1** |
Form of Vista Outdoor 2014 Omnibus Incentive Plan. |
|
22.1** |
List of subsidiaries of Vista Outdoor Inc. |
|
99.1 |
Preliminary Information Statement of Vista Outdoor Inc., subject to completion, dated August 13, 2014. |
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.
| VISTA OUTDOOR INC., | ||||||
By |
/s/ MARK W. DEYOUNG |
|||||
| Name: | Mark W. DeYoung | |||||
| Title: | Chairman and Chief Executive Officer | |||||
Dated: August 13, 2014
| Exhibit Number |
Exhibit Description | |
|---|---|---|
| 2.1* | Transaction Agreement, dated as of April 28, 2014, among Alliant Techsystems Inc., Vista SpinCo Inc., Vista Merger Sub Inc. and Orbital Sciences Corporation. | |
2.2** |
Form of Transition Services Agreement, among Alliant Techsystems Inc. and Vista Outdoor Inc. |
|
2.3** |
Form of Ammunition Products Supply Agreement, among Alliant Techsystems Inc. and Vista Outdoor Inc. |
|
2.4** |
Form of Powder Products Supply Agreement, among Alliant Techsystems Inc. and Vista Outdoor Inc. |
|
2.5** |
Form of Tax Matters Agreement, among Alliant Techsystems Inc. and Vista Outdoor Inc. |
|
3(i).1** |
Form of Amended and Restated Certificate of Incorporation of Vista Outdoor Inc. |
|
3(ii).2** |
Form of Amended and Restated Bylaws of Vista Outdoor Inc. |
|
8.1** |
Form of Opinion of Cravath, Swaine & Moore LLP as to certain tax matters. |
|
10.1** |
Form of Vista Outdoor 2014 Omnibus Incentive Plan. |
|
22.1** |
List of subsidiaries of Vista Outdoor Inc. |
|
99.1 |
Preliminary Information Statement of Vista Outdoor Inc., subject to completion, dated August 13, 2014. |
| This ‘10-12B’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/13/14 | None on these Dates | ||
| 4/28/14 | ||||
| List all Filings | ||||
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