Fiat Chrysler Automobiles N.V.: F-1/A 2014/12/04
2014-12-04 21:59:28.54 GMT
Table of Contents
As filed with the Securities and Exchange Commission on December 4, 2014
Registration No. 333-199285
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIAT CHRYSLER AUTOMOBILES N.V.
(formerly Fiat Investments N.V.)
(Exact Name of Registrant as Specified in Its Charter)
The Netherlands 3711 Not Applicable
(State or Other Jurisdiction of (Primary Standard (IRS Employer
Industrial
Incorporation or Organization) Identification Number)
Classification Code
Number)
Fiat House
25 St. James Street
London SW1A 1HA
United Kingdom
Tel. No.: +44 (0)20 7766 0311
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants Principal Executive Offices)
Richard K. Palmer
c/o Chrysler Group LLC
1000 Chrysler Drive
Auburn Hills, Michigan 48326
Tel. No.: (248) 512-2950
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Scott D. Miller, Esq. Giorgio Fossati William V. Fogg, Esq.
Sullivan & Cromwell LLP c/o Fiat Chrysler Johnny G. Skumpija, Esq.
Automobiles N.V.
125 Broad Street Cravath, Swaine & Moore
25 St. James Street LLP
New York, NY 10004
London SW1A 1HA Worldwide Plaza
Tel. No.: (212) 558-4000
United Kingdom 825 Eighth Avenue
Tel. No.: +44 (0)20 7766 New York, NY 10019
0311
Tel. No.: (212) 474-1000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. ¨
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ¨
CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum Amount of
securities Amount to be
aggregate offering registration
to be registered registered^(1) price fee^(5)(6)
Common shares, nominal
value 0.01 100,000,000 1,251,000,000^(2) 145,366.20
Special voting shares,
nominal value 0.01 100,000,000
Mandatory Convertible
Securities due
2016^(3)(4) Not applicable 2,875,000,000 334,075.00
^(1) Includes shares to be sold upon exercise of the underwriters option to
purchase additional common shares. See Underwriting.
^(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) and Rule 457(c) of the Securities Act. The
aggregate offering price of the Registrants common shares was
calculated as follows: (a) 100,000,000, the estimated number of the
common shares to be offered by the Registrant, multiplied by (b) $12.51
the average of the high and low prices of the Registrants common shares
on the New York Stock Exchange on November 28, 2014, as reported on
Bloomberg.
^(3) Includes securities to be sold upon exercise of the underwriters option
to purchase additional Mandatory Convertible Securities. See
Underwriting.
^(4) In accordance with Rule 457(i) of the Securities Act, this registration
statement also registers the Registrants common shares that are
initially issuable upon conversion of the % Mandatory
Convertible Securities due 2016 registered hereby. The number of the
Registrants common shares issuable under such conversion is subject to
adjustment upon the occurrence of certain events described herein and
will vary based on the public offering price of the common shares
registered hereby. Pursuant to Rule 416 of the Securities Act, the
number of the Registrants commons shares to be registered includes an
indeterminable number of shares of common shares that may become
issuable upon conversion of the % Mandatory Convertible
Securities due 2016 as a result of such adjustment.
^(5) Calculated at a rate equal to 0.0001162 multiplied by the proposed
maximum aggregate offering price.
^(6) $23,240 has been previously paid in connection with this offering.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
2014-12-04 21:59:28.54 GMT
Table of Contents
As filed with the Securities and Exchange Commission on December 4, 2014
Registration No. 333-199285
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIAT CHRYSLER AUTOMOBILES N.V.
(formerly Fiat Investments N.V.)
(Exact Name of Registrant as Specified in Its Charter)
The Netherlands 3711 Not Applicable
(State or Other Jurisdiction of (Primary Standard (IRS Employer
Industrial
Incorporation or Organization) Identification Number)
Classification Code
Number)
Fiat House
25 St. James Street
London SW1A 1HA
United Kingdom
Tel. No.: +44 (0)20 7766 0311
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants Principal Executive Offices)
Richard K. Palmer
c/o Chrysler Group LLC
1000 Chrysler Drive
Auburn Hills, Michigan 48326
Tel. No.: (248) 512-2950
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Scott D. Miller, Esq. Giorgio Fossati William V. Fogg, Esq.
Sullivan & Cromwell LLP c/o Fiat Chrysler Johnny G. Skumpija, Esq.
Automobiles N.V.
125 Broad Street Cravath, Swaine & Moore
25 St. James Street LLP
New York, NY 10004
London SW1A 1HA Worldwide Plaza
Tel. No.: (212) 558-4000
United Kingdom 825 Eighth Avenue
Tel. No.: +44 (0)20 7766 New York, NY 10019
0311
Tel. No.: (212) 474-1000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. ¨
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ¨
CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum Amount of
securities Amount to be
aggregate offering registration
to be registered registered^(1) price fee^(5)(6)
Common shares, nominal
value 0.01 100,000,000 1,251,000,000^(2) 145,366.20
Special voting shares,
nominal value 0.01 100,000,000
Mandatory Convertible
Securities due
2016^(3)(4) Not applicable 2,875,000,000 334,075.00
^(1) Includes shares to be sold upon exercise of the underwriters option to
purchase additional common shares. See Underwriting.
^(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) and Rule 457(c) of the Securities Act. The
aggregate offering price of the Registrants common shares was
calculated as follows: (a) 100,000,000, the estimated number of the
common shares to be offered by the Registrant, multiplied by (b) $12.51
the average of the high and low prices of the Registrants common shares
on the New York Stock Exchange on November 28, 2014, as reported on
Bloomberg.
^(3) Includes securities to be sold upon exercise of the underwriters option
to purchase additional Mandatory Convertible Securities. See
Underwriting.
^(4) In accordance with Rule 457(i) of the Securities Act, this registration
statement also registers the Registrants common shares that are
initially issuable upon conversion of the % Mandatory
Convertible Securities due 2016 registered hereby. The number of the
Registrants common shares issuable under such conversion is subject to
adjustment upon the occurrence of certain events described herein and
will vary based on the public offering price of the common shares
registered hereby. Pursuant to Rule 416 of the Securities Act, the
number of the Registrants commons shares to be registered includes an
indeterminable number of shares of common shares that may become
issuable upon conversion of the % Mandatory Convertible
Securities due 2016 as a result of such adjustment.
^(5) Calculated at a rate equal to 0.0001162 multiplied by the proposed
maximum aggregate offering price.
^(6) $23,240 has been previously paid in connection with this offering.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.