As filed with the Securities and Exchange Commission on February 9, 2012

Registration No. 333-             

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DELPHI AUTOMOTIVE PLC

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Jersey   3714   Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

Courtney Road

Hoath Way

Gillingham, Kent ME8 0RU

United Kingdom

011-44-163-423-4422

(Address of Principal Executive Offices)

 

 

First Amended and Restated Delphi Automotive LLP 2010 Management Value Creation Plan

(Full Titles of the Plans)

 

 

Kevin P. Clark

Vice President and Chief Financial Officer

c/o Delphi Automotive LLP

5725 Delphi Drive

Troy, MI 48098

(248) 813-2000

(Telephone Number, Including Area Code, of Agents for Service)

 

 

With copies to:

 

David M. Sherbin

Vice President, General Counsel,

Secretary and Chief Compliance

Officer

c/o Delphi Automotive LLP

5725 Delphi Drive

Troy, MI 48098

(248) 813-2000

 

Kyoko Takahashi Lin

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

 

 

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   ¨      Accelerated filer   ¨
Non-accelerated filer   x    (Do not check if a smaller reporting company)   Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to Be Registered

 

Amount

to Be

Registered(1)

 

Proposed

Maximum

Offering Price

Per Share(2)

 

Proposed

Maximum
Aggregate

Offering Price(2)

  Amount of
Registration Fee(3)

Ordinary Shares, par value $0.01 per share

  7,000,000   $29.67   $207,690,000.00   $23,801.28

 

 

(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers ordinary shares, par value $0.01 per share (“shares”) of Delphi Automotive PLC (the “Company” or the “Registrant”) issuable pursuant to the First Amended and Restated Delphi Automotive LLP 2010 Management Value Creation Plan (the “Plan”), and any additional shares that become issuable under the Plan by reason of any stock dividend, stock split or other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Computed pursuant to Rule 457(h) and Rule 457(c) of the Securities Act, solely for purposes of computing the registration fee, based on the average of the high and low prices reported for a share on the New York Stock Exchange on February 8, 2012.
(3) Rounded up to the nearest penny.

 

 

 

PART I

The information specified in Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed are incorporated herein by reference:

(a) The prospectus filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1 (Registration No. 333-179282), as filed on February 1, 2012; and

(b) The description of the Company’s share capital which is contained in the Company’s Registration Statement on Form 8-A dated November 10, 2011 (File No. 001-35346), including any amendments or supplements thereto.

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under the Registrant’s Articles of Association, the Registrant is required to indemnify every present and former officer (which term includes directors) of the Registrant out of the assets of the Registrant against any loss or liability incurred by such officer by reason of being or having been such an officer. The extent of such indemnities shall be limited in accordance with the provisions of the Companies (Jersey) Law 1991, as amended.

Item 7. Exemption from Registration Claimed.

Not applicable.

 

2

Item 8. Exhibits.

 

Exhibit
Number

    
4.1    Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, dated October 31, 2011 (Commission File No. 333-174493))
4.2    Memorandum of Association (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, dated October 31, 2011 (Commission File No. 333-174493))
5    Opinion of Carey Olsen
23.1    Consent of Ernst & Young LLP
23.2    Consent of Carey Olsen (included in Exhibit 5)
24    Powers of Attorney
99.1    First Amended and Restated Delphi Automotive LLP 2010 Management Value Creation Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended, dated October 31, 2011 (Commission File No. 333-174493))

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

  (iii) To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Delphi Automotive PLC, 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 Troy, State of Michigan, on the 9 th day of February 2012.

 

Delphi Automotive PLC

By:

 

/s/ David M. Sherbin

  Name:       David M. Sherbin
  Title:  

    Vice President, General Counsel,

    Secretary and Chief Compliance Officer

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

*

Rodney O’Neal

   Principal Executive Officer and Director   February 9, 2012

*

Kevin P. Clark

   Principal Financial Officer   February 9, 2012

*

Allan J. Brazier

   Principal Accounting Officer   February 9, 2012

*

John A. Krol

   Chairman of the Board of Directors   February 9, 2012

*

Gary L. Cowger

   Director   February 9, 2012

*

Nicholas M. Donofrio

   Director   February 9, 2012

*

Mark P. Frissora

   Director   February 9, 2012

*

Rajiv L. Gupta

   Director   February 9, 2012

 

5

Signature

  

Title

 

Date

*

J. Randall MacDonald

   Director   February 9, 2012

*

Sean O. Mahoney

   Director   February 9, 2012

*

Michael McNamara

   Director   February 9, 2012

*

Thomas W. Sidlik

   Director   February 9, 2012

*

Bernd Wiedemann

   Director   February 9, 2012

*

Lawrence A. Zimmerman

   Director   February 9, 2012

 

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously executed in connection with this Registration Statement.

 

By:

 

/s/ David M. Sherbin

  David M. Sherbin
  Attorney-in-Fact

 

6

EXHIBIT INDEX

 

Exhibit
Number

    
4.1    Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, dated October 31, 2011 (Commission File No. 333-174493))
4.2    Memorandum of Association (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, dated October 31, 2011 (Commission File No. 333-174493))
5    Opinion of Carey Olsen
23.1    Consent of Ernst & Young LLP
23.2    Consent of Carey Olsen (included in Exhibit 5)
24    Powers of Attorney
99.1    First Amended and Restated Delphi Automotive LLP 2010 Management Value Creation Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended, dated October 31, 2011 (Commission File No. 333-174493))

 

7

EXHIBIT 5

 

Our Ref:    AMS/DNA/1049519/0001/J5017422v2

 

LOGO

Delphi Automotive Plc

Queensway House

Hilgrove Street

St Helier

JE1 1ES

Jersey

9 February 2012

Dear Sirs

Delphi Automotive Plc (the “Company”)

We have acted as Jersey legal advisers to the Company in connection with the registration statement on Form S-8 dated 9 February 2012 (the “ Form S-8 ”) relating to the First Amended and Restated Delphi Automotive LLP 2010 Management Value Creation Plan (the “ Plan ”) as adopted by the Company.

Under the Plan, the Company may from time to time grant awards (“ Awards ”) relating to Plan Shares (as defined below) to employees and other individuals who have provided substantial services to the Company (each such person being an “ Award Holder ”).

 

1. Documents Examined

 

1.1 For the purposes of this opinion we have examined and relied upon copies of the following documents:

 

  1.1.1 the Form S-8 in the form in which it is to be filed with the US Securities and Exchange Commission;

 

  1.1.2 the Company’s memorandum and articles of association in force as at the date hereof; and

 

  1.1.3 the form of the Plan approved by the shareholders of the Company on 3 November 2011 and by the directors of the Company on 14 November 2011.

O F F I C E S: J E R S E Y • G U E R N S E Y • L O N D O N

 

PARTNERS: Guy Coltman • Nicholas Crocker • Peter German

William Grace • Michael Jeffrey • Nicolas Journeaux • John Kelleher

Robert MacRae • Simon Marks • Paul Matthams • Robert Milner

Daniel O’Connor • Alexander Ohlsson • Marcus Pallot

Christopher Philpott • Edward Quinn • Siobhan Riley

   47 Esplanade

St Helier

Jersey

JE1 0BD

           Telephone:

Facsimile:

E-mail:

Website:

    

 

 

 

+44(0) 1534 888900

+44(0) 1534 887744

info@careyolsen.com

www.careyolsen.com

  

  

  

  

              
              
              
              

Robin Smith • Paul Sugden

              

Delphi Automotive Plc

9 February 2012

Page 2

 

1.2 For the purposes of this opinion, we have not:

 

  1.2.1 examined any other document relating to the Plan or the Plan Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S-8); or

 

  1.2.2 undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.

 

1.3 In this opinion:

 

  1.3.1 “ non-assessable ” means, in relation to any Plan Shares, that no further sum shall be payable by a holder of those Plan Shares in respect of the issue price of those Plan Shares pursuant to an Award made under the Plan; and

 

  1.3.2 “ Plan Shares ” means ordinary shares of $0.01 each in the capital of the Company which may be issued or transferred to an Award Holder (or to a nominee of an Award Holder) pursuant to, or in connection with, an Award made or to be made under the Plan.

 

1.4 In this opinion, headings are for convenience only and do not affect its interpretation.

 

2. Assumptions

In giving this opinion, we have assumed:

 

2.1 that the Plan has been, and will at all times be, operated in accordance with its terms;

 

2.2 that the Company’s board of directors (or a duly authorised committee or such persons as a duly authorised committee may appoint in accordance with the terms of the Plan):

 

  2.2.1 will duly authorise and grant all Awards relating to Plan Shares to be granted; and

 

  2.2.2 will resolve to satisfy all Awards relating to Plan Shares to be granted by the Company in a manner consistent with their fiduciary duties and in accordance with the terms of the Plan and the Company’s articles of association;

 

2.3 that any Plan Shares in issue which may be transferred to an Award Holder (or to a nominee of an Award Holder) under the Plan in settlement of an Award have been validly issued and are credited as fully paid;

Delphi Automotive Plc

9 February 2012

Page 3

 

2.4 that a meeting of the Company’s board of directors (or a duly authorised committee thereof) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue, or (where applicable) approve the transfer of, the Plan Shares to the relevant Award Holder (or to a nominee of the Award Holder);

 

2.5 that no allotment and issue of Plan Shares will result in the authorised share capital of the Company being exceeded;

 

2.6 that no Plan Shares have been, or will be, issued at a price less than their nominal value;

 

2.7 that all Plan Shares have been, or will be, duly allotted and issued and (where applicable) transferred, in accordance with the Company’s articles of association;

 

2.8 the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us;

 

2.9 that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any officer of the Company or of one of its subsidiaries are genuinely those of the persons whose signatures they purport to be;

 

2.10 that there is no provision of any law (other than Jersey law) that would affect anything in this opinion;

 

2.11 that the Company is solvent (meaning that the Company will be able to discharge its liabilities as they fall due) and will be solvent at all times as and when it transfers any Plan Shares in accordance with the Plan; and

 

2.12 that no event occurs after today’s date that would affect anything in this opinion.

 

3. Opinion

As a matter of Jersey law and based on, and subject to, the assumptions, limitations and the qualification set out in this opinion, we are of the opinion that:

 

3.1 in relation to any Plan Shares to be allotted and issued to an Award Holder (or to a nominee of an Award Holder) under the Plan in settlement of an Award, upon the:

 

  3.1.1 receipt in full by the Company of all amounts payable by the Award Holder under the Plan in respect of such Award and/or such Plan Shares; and

 

  3.1.2 entry of the name of the Award Holder (or the nominee of an Award Holder) as the holder of those Plan Shares in the Company’s register of members,

 

  those Plan Shares will be validly issued, fully paid and non-assessable; and

Delphi Automotive Plc

9 February 2012

Page 4

 

3.2 in relation to any Plan Shares to be transferred to an Award Holder (or to a nominee of an Award Holder) under the Plan in settlement of an Award, upon the:

 

  3.2.1 receipt in full by the Company of all amounts payable by the Award Holder under the Plan in respect of such Award and/or such Plan Shares; and

 

  3.2.2 entry of the name of the Award Holder (or the nominee of the Award Holder) as the holder of those Plan Shares in the Company’s register of members,

 

     the Award Holder (or the nominee of the Award Holder) will be the legal owner of those Plan Shares and those Plan Shares will be non-assessable.

 

4. Qualification

Our opinion is subject to any matter of fact not disclosed to us.

 

5. Jersey Law

This opinion is limited to matters of, and is interpreted in accordance with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this opinion.

 

6. Benefit of Opinion

 

6.1 This opinion is only addressed to, and for the benefit of, the Company. It is given solely in connection with the issue and transfer of Plan Shares pursuant to the Plan. Save as set out in paragraph 6.2 below, this opinion may not, without our prior written consent, be transmitted or disclosed to any other person (including, without limitation, any Award Holder) or be relied upon for any other purpose whatsoever.

 

6.2 We consent to the disclosure of this opinion as an exhibit to the Form S-8 and its filing with the US Securities and Exchange Commission.

Yours faithfully,

/s/ Carey Olsen

Carey Olsen

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the First Amended and Restated Delphi Automotive LLP 2010 Management Value Creation Plan of Delphi Automotive PLC of our reports dated February 18, 2011, with respect to the consolidated financial statements and schedule of Delphi Automotive LLP and May 23, 2011, with respect to the balance sheet of Delphi Automotive PLC, included in the Registration Statement (Form S-1 No. 333-179282) and related Prospectus of Delphi Automotive PLC, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Detroit, Michigan

February 9, 2012

EXHIBIT 24

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin P. Clark and David M. Sherbin, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and the full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent the full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Rodney O’Neal

Rodney O’Neal

   Principal Executive Officer and Director   October 31, 2011

/s/ Kevin P. Clark

Kevin P. Clark

   Principal Financial Officer   October 31, 2011

/s/ Allan J. Brazier

Allan J. Brazier

   Principal Accounting Officer   October 31, 2011

/s/ John A. Krol

John A. Krol

   Chairman of the Board of Directors   October 31, 2011

/s/ Gary L. Cowger

Gary L. Cowger

   Director   October 28, 2011

/s/ Nicholas M. Donofrio

Nicholas M. Donofrio

   Director   October 31, 2011

/s/ Mark P. Frissora

Mark P. Frissora

   Director   October 27, 2011

/s/ Rajiv L. Gupta

Rajiv L. Gupta

   Director   October 31, 2011

/s/ J. Randall MacDonald

J. Randall MacDonald

   Director   October 31, 2011

 

Signature

  

Title

   Date

/s/ Sean O. Mahoney

Sean O. Mahoney

   Director    October 31, 2011

/s/ Michael McNamara

Michael McNamara

   Director    October 31, 2011

/s/ Thomas W. Sidlik

Thomas W. Sidlik

   Director    October 31, 2011

/s/ Bernd Wiedemann

Bernd Wiedemann

   Director    October 31, 2011

/s/ Lawrence A. Zimmerman

Lawrence A. Zimmerman

   Director    October 31, 2011