American Axle & Manufacturing Holdings, Inc.

Transcription

1 As filed with the Securities and Exchange Commission on August 3, 2015 Registration No UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Amendment No. 1 to Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Axle & Manufacturing Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number) One Dauch Drive Detroit, Michigan (313) (Address including zip code, and telephone number, including area code, of registrant s principal executive offices) Amended and Restated American Axle & Manufacturing Holdings, Inc Omnibus Incentive Plan (Full title of the plan) Copies to: David E. Barnes General Counsel and Secretary American Axle & Manufacturing Holdings, Inc. One Dauch Drive Detroit, Michigan (313) (Name, address and telephone number of agent for service) 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. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company

2 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price Per Unit (2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.01 2,100,000 $20.44 $42,924,000 $ (1) This post-effective amendment (this Amendment No. 1 ) to the registration statement on Form S-8 (File No ) (the Registration Statement ) of American Axle & Manufacturing Holdings, Inc. (the Registrant ) covers an additional 2,100,000 shares (the Additional Shares ) of common stock, par value $0.01 per share ( Common Stock ) of the Registrant for offer or sale under the Registrant s Amended and Restated American Axle & Manufacturing Holdings, Inc Omnibus Incentive Plan (the 2012 Plan ). An aggregate of 7,100,000 shares of the Registrant s Common Stock have been or may be issued under the 2012 Plan. Of the 7,100,000 shares, 5,000,000 shares were previously registered (the Previously Registered Shares ) under the Securities Act of 1933, as amended (the Securities Act ) pursuant to the Registrant s Registration Statement on Form S-8 (File No ). Pursuant to Rule 416(a) under the Securities Act, this Amendment No. 1 also covers an indeterminate amount of additional shares of Common Stock of the Registrant that may be offered or delivered under the 2012 Plan upon a stock dividend, stock split, recapitalization or other similar transaction. No additional registration fee is included for these shares. (2) Estimated pursuant to Rule 457(h) under the Securities Act solely for purposes of calculating the amount of the registration fee fee for the Additional Shares based upon the average of the high and low prices reported for the shares of Common Stock on the New York Stock Exchange on July 28,

3 EXPLANATORY NOTE General Instruction E American Axle & Manufacturing Holdings, Inc. (the Registrant ) previously filed a Registration Statement on Form S-8 (File No ) (the Registration Statement ), relating to the Registrant s American Axle & Manufacturing Holdings, Inc Omnibus Incentive Plan. Under the Registration Statement, the Registrant registered an aggregate of 5,000,000 shares of common stock, par value $0.01 per share ( Common Stock ) to be offered and sold under such plan, as applicable. This Amendment No. 1 to Registration Statement on Form S-8 (this Amendment No. 1 ) is filed pursuant to General Instruction E of Form S- 8 and relates to the Registration Statement. Except for the changes set forth herein, the contents of the Registration Statement, including each of the documents filed with the Securities and Exchange Commission, are incorporated by reference herein. In addition, all exhibits required by General Instruction E of Form S-8 are filed as exhibits hereto. On February 5, 2015, the Board of Directors of the Registrant, and subsequently, on April 30, 2015 at the Registrant s annual meeting of stockholders, the shareholders of the Registrant, approved the Amended and Restated American Axle & Manufacturing Holdings, Inc Omnibus Incentive Plan (the 2012 Plan ), which, among other things, increased the number of shares available for the grant of awards under the 2012 Plan. The Registrant has filed this Amendment No. 1 to the Registrant s Registration Statement to register under the Securities Act of 1933, as amended, the offer and sale pursuant to the 2012 Plan of an additional 2,100,000 shares of Common Stock not previously registered. Following this amendment, an aggregate of 7,100,000 shares of Common Stock will be registered under this Registration Statement on Form S- 8, as amended. 3

4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. See attached Exhibit list. 4

5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on this 3 rd day of August, AMERICAN AXLE & MANUFACTURING HOLDINGS, INC By: /s/christopher J. May Christopher J. May Vice President & Chief Financial Officer Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof. 5

6 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ David C. Dauch David C. Dauch /s/ Christopher J. May Christopher J. May Chairman of the Board President & Chief Executive Officer/Director (principal executive officer) Vice President & Chief Financial Officer (principal financial officer) (principal accounting officer) July 30, 2015 August 3, 2015 /s/ Elizabeth A. Chappell Elizabeth A. Chappell /s/ Steven B. Hantler Steven B. Hantler /s/ William L. Kozyra William L. Kozyra /s/ Peter D. Lyons Peter D. Lyons /s/ James A. McCaslin James A. McCaslin /s/ William P. Miller II William P. Miller II /s/ John F. Smith John F. Smith /s/ Samuel Valenti III Samuel Valenti III 6

7 EXHIBIT INDEX Certain of the following exhibits, as indicated parenthetically, were previously filed as exhibits to reports filed by American Axle & Manufacturing Holdings, Inc. under the Exchange Act and are hereby incorporated by reference to such reports. Number Title of Exhibit 4.1 Amended and Restated American Axle & Manufacturing Holdings, Inc Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 filed with American Axle & Manufacturing Holdings, Inc. s Current Report on Form 8-K, dated May 1, 2015). 4.2 Amended and Restated Certificate of Incorporation of American Axle & Manufacturing Holdings, Inc., as amended to date (incorporated by reference to Exhibit 3.01 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration No )). 4.3 Amended and Restated Bylaws of American Axle & Manufacturing Holdings, Inc., as amended to date (incorporated by reference to Exhibit 3.2 to American Axle & Manufacturing Holdings, Inc. s Annual Report on Form 10-K for the fiscal year ended December 31, 2009). 5 * Opinion of Shearman & Sterling LLP regarding the validity of the securities being registered * Consent of Shearman & Sterling LLP (included in Exhibit 5) * Consent of Deloitte & Touche LLP. 24 * Powers of Attorney (included on signature page). * Filed herewith 7

8 EXHIBIT 5 August 3, 2015 American Axle & Manufacturing Holdings, Inc. One Dauch Drive Detroit, MI Ladies and Gentlemen: We are acting as counsel for American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the Company ), in connection with preparation and filing by the Company of an amendment No. 1 to a registration statement on Form S-8 (the Registration Statement ) with the Securities and Exchange Commission (the Commission ) under the Securities Act of 1933, as amended (the Securities Act ), with respect to up to 2,100,000 shares of common stock, par value $0.01, of the Company (the Shares ) that may be delivered from time to time pursuant to the Amended and Restated American Axle & Manufacturing Holdings, Inc Omnibus Incentive Plan (the 2012 Plan ). documents: In connection with the foregoing, we have reviewed originals or copies identified to our satisfaction of the following (a) (b) The Registration Statement; The 2012 Plan; In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies. Our opinion expressed below is limited to the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other law. Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that authorized but not previously issued Shares which may be delivered under the 2012 Plan have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of the 2012 Plan and (b) paid for in full in accordance with the terms of the 2012 Plan, will be validly issued, fully paid and non-assessable. This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations of the Commission promulgated thereunder. Very truly yours, (c) (d) The certificate of incorporation and by-laws of the Company, in each case as amended to date; and Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company, and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below. /s/ Shearman & Sterling LLP Shearman & Sterling LLP JJC/TM 1

9 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23.2 We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No on Form S-8 of our reports dated February 23, 2015 relating to the financial statements and financial statement schedule of American Axle & Manufacturing Holdings, Inc. and of our report dated February 23, 2015 relating to internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of American Axle & Manufacturing Holdings, Inc.'s internal control over financial reporting because of a material weakness), appearing in the Annual Report on Form 10-K of American Axle & Manufacturing Holdings, Inc. for the year ended December 31, /s/ Deloitte & Touche LLP Detroit, Michigan July 31,