8-K/A
AUTOLIV INC (ALV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2020
Autoliv, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-12933 | 51-0378542 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
Klarabergsviadukten 70, Section B, 7th Floor
Box 70381
SE-107 24, Stockholm, Sweden
(Address and Zip Code of principal executive offices)
+46 8 587 20 600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, $1.00 par value | ALV | New York Stock Exchange |
| Item 7.01 | Regulation FD Disclosure | |
| --- | --- |
On February 21, 2020, Autoliv, Inc. (“Autoliv”) issued a release (the “Release”) announcing that it has renewed its Euro Medium Term Note Programme (the “EMTN Programme”). Under the EMTN Programme, Autoliv may issue, from time to time, notes guaranteed by Autoliv ASP, Inc. (the “Guarantor”) in the equivalent amount of up to EUR 3,000,000,000 in various currencies. The EMTN Programme was renewed for a period of one year. A copy of the Release is furnished herewith as Exhibit 99.1.
Notes issued under the EMTN Programme pursuant to Regulation S under the Securities Act of 1933, as amended (the “Act”), have not been, and will not be, registered under the Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements under the Act.
The information in this report (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Act or the Exchange Act, regardless of any general incorporation language in such filing.
This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, including any securities of Autoliv or the Guarantor.
| Item 8.01 | Other Events. |
|---|
Second Quarter Dividend
In a press release dated February 20, 2020, Autoliv announced that the Board declared a quarterly dividend of $0.62 cents per share for the second quarter of 2020. The dividend will be payable on Thursday, June 4, 2020 to the Company stockholders of record on the close of business on Tuesday, May 19, 2020.
A copy of the press release dated February 20, 2020 regarding the fourth quarter dividend is filed as Exhibit 99.2 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) EXHIBITS
| 99.1 | Release of Autoliv, Inc. dated February 21, 2020. |
|---|---|
| 99.2 | Press Release of Autoliv, Inc. dated February 20, 2020 (Dividend Declaration). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
| Exhibit<br> <br>No. | Description | |
|---|---|---|
| 99.1 | Release of Autoliv, Inc. dated February 21, 2020. | |
| 99.2 | Press Release of Autoliv, Inc. dated February 20, 2020 (Dividend Declaration). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUTOLIV, INC. | |
|---|---|
| By: | /s/ Anthony J. Nellis |
| Name: | Anthony J. Nellis |
| Title: | Executive Vice President, Legal Affairs and General Counsel |
Date: March 19, 2020
EX-99.1
Exhibit 99.1
Autoliv: Board of Directors approves renewal of EMTN Programme
(Stockholm, Sweden, February 21, 2020) – The Funding Committee of the Board of Directors of Autoliv, Inc. (NYSE: ALV and SSE: ALIVsdb) (the “Company”) approves the renewal for one year of its €3,000,000,000 guaranteed euro medium term note programme (the “EMTN Programme”), which was originally established on 11 April 2019.
The renewal of the EMTN Programme will allow the Company to take advantage of the funding opportunities provided by the capital markets and institutional investors through the future issuance of notes (the “Notes”). The Notes issued by the Company under the EMTN Programme will be unconditionally and irrevocably guaranteed by the Company’s subsidiary, Autoliv ASP, Inc. (the “Guarantor”).
The base listing particulars dated 21 February 2020 (the “Base Listing Particulars”), which has been prepared by the Company and the Guarantor in connection with the EMTN Programme, has been approved by Euronext Dublin and is available for viewing on the website of Euronext Dublin (http://www.ise.ie).
Inquiries
Treasury: Par-Ola Wirenlind, Tel +46 (0) 7 030 332 78
Investors & Analysts: Anders Trapp, Tel +46 (0) 8 587 206 71
About Autoliv
Autoliv, Inc. is the worldwide leader in vehicle safety systems, and through our subsidiaries we develop, manufacture and market protective systems, such as airbags, seatbelts, steering wheels and pedestrian protection systems for all major automotive manufacturers in the world. Our products save over 30,000 lives each year and prevent ten times as many severe injuries.
Our more than 65,000 associates in 27 countries are passionate about our vision of Saving More Lives and quality is at the heart of everything we do. We have 14 technical centers, with 20 test tracks. Sales in 2019 amounted to US $ 8,548 million. The shares are listed on the New York Stock Exchange (NYSE: ALV) and the Swedish Depository Receipts on Nasdaq Stockholm (ALIV sdb). For more information go to www.autoliv.com.
Important Information
NOTHING IN THIS COMMUNICATION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERRED TO IN THE BASE LISTING PARTICULARS (THE “SECURITIES”) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
Safe Harbor Statement
This communication contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and data available from third parties.
Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements.
Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements. For any forward-looking statements contained in this communication or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any such statements in light of new information or future events, except as required by law.
EX-99.2
Exhibit 99.2
Autoliv Declares Quarterly Dividend
(Stockholm, Sweden, February 20, 2020) – Autoliv, Inc.(NYSE: ALV and SSE: ALIVsdb), the worldwide leader in vehicle safety systems, today announced that its Board of Directors has declared a quarterly dividend of 62 cents per share for the second quarter 2020.
The dividend will be payable on Thursday, June 4, 2020 to Autoliv shareholders of record on the close of business on Tuesday, May 19. The ex-date will be Monday, May 18, for holders of common stock listed on the New York Stock Exchange (NYSE) as well as for holders of Swedish Depository Receipts (SDRs) listed on Nasdaq Stockholm.
Inquiries:
Investors & Analysts: Anders Trapp, Investor Relations, Tel +46 (0)8 587 206 71
Investors & Analysts: Henrik Kaar, Investor Relations, Tel +46 (0)8 587 206 14
Media: Stina Thorman, Corporate Communications Tel +46 (0)8 587 206 50
This information is information that Autoliv, Inc. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the contact person set out above, at 10.30 am CET on February 20, 2020.
About Autoliv
Autoliv, Inc. is the worldwide leader in vehicle safety systems, and through our subsidiaries we develop, manufacture and market protective systems, such as airbags, seatbelts, steering wheels and pedestrian protection systems for all major automotive manufacturers in the world. Our products save over 30,000 lives each year and prevent ten times as many severe injuries.
Our more than 65,000 associates in 27 countries are passionate about our vision of Saving More Lives and quality is at the heart of everything we do. We have 14 technical centers, with 19 test tracks. Sales in 2019 amounted to US $ 8,548 million. The shares are listed on the New York Stock Exchange (NYSE: ALV) and the Swedish Depository Receipts on Nasdaq Stockholm (ALIV sdb). For more information go to www.autoliv.com.
Safe Harbor Statement
This report contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon ourcurrent expectations, various assumptions and data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that suchforward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements todiffer materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out inthe forward-looking statements. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995,and we assume no obligation to update publicly or revise any such statements in light of new information or future events, except as required by law.