Life Fitness Holdings Inc. Form 10-12B/A Filed 2019-02-08
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SECURITIES AND EXCHANGE COMMISSION FORM 10-12B/A Initial general form for registration of a class of securities pursuant to Section 12(b) [amend] Filing Date: 2019-02-08 SEC Accession No. 0001140361-19-002781 (HTML Version on secdatabase.com) FILER Life Fitness Holdings Inc. Mailing Address Business Address COLUMBIA CENTER III COLUMBIA CENTER III CIK:1757158| IRS No.: 384094306 | State of Incorp.:DE | Fiscal Year End: 1231 9525 BRYN MAWR AVE 9525 BRYN MAWR AVE Type: 10-12B/A | Act: 34 | File No.: 001-38741 | Film No.: 19580564 ROSEMONT IL 60018 ROSEMONT IL 60018 SIC: 3949 Sporting & athletic goods, nec 8472883300 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on February 8, 2019 File No. 001-38741 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LIFE FITNESS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 38-4094306 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 9525 W. Bryn Mawr Avenue, Rosemont, Illinois 60018 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: With copies to: Brunswick Corporation Cravath, Swaine & Moore LLP 26125 N. Riverwoods Blvd. Worldwide Plaza Mettawa, Illinois 60045-3420 825 Eighth Avenue (847) 735-4700 New York, NY 10019 Attn: Christopher F. Dekker, Vice President, (212) 474-1000 General Counsel and Secretary Attn: Robert I. Townsend, III, Esq. Andrew J. Pitts, Esq. D. Scott Bennett, Esq. O. Keith Hallam, III, Esq. Securities to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class to be so Registered Which Each Class is to be Registered Common Stock, par value $0.01 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, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company and emerging growth company in Rule 12b-2 of the Securities Exchange Act of 1934. Large accelerated filer o Accelerated filer o Non-accelerated filer ☒ Smaller reporting company o Emerging growth company ☒ If an emerging growth company, indicate by checkmark 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. ☒ Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Life Fitness Holdings, 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, Unaudited Pro Forma Condensed Combined Financial Information and Management’s Discussion and Analysis of Financial Condition and Results of Operations 3. Properties See Business—Properties 4. Security Ownership of Certain Beneficial See Security Ownership of Certain Beneficial Owners and Owners and Management Management 5. Directors and Executive Officers See Management 6. Executive Compensation See Management and Executive Compensation 7. Certain Relationships and Related See Risk Factors, Management and Certain Relationships and Transactions, and Director Independence Related Party Transactions 8. Legal Proceedings See Business—Legal Proceedings 9. Market Price of and Dividends on the See The Spin-Off, Dividend Policy, Security Ownership of Registrant’s Common Equity and Related Certain Beneficial Owners and Management and Description of Stockholder Matters Our Capital Stock 10. Recent Sales of Unregistered Securities See Description of Our Capital Stock 11. Description of Registrant’s Securities to be See Description of Our Capital Stock Registered 12. Indemnification of Directors and Officers See Certain Relationships and Related Party Transactions—Agreements with Brunswick—Separation and Distribution Agreement and Description of Our Capital Stock Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item No. Caption Location in Information Statement 13. Financial Statements and Supplementary Data See Summary, Selected Historical Financial Data, Unaudited Pro Forma Condensed Combined Financial Information and Index to Financial Statements and the financial statements referenced therein 14. Changes in and Disagreements with None Accountants on Accounting and Financial Disclosure 15. Financial Statements and Exhibits (a) Financial Statements See Unaudited Pro Forma Condensed Combined Financial Information and Index to Financial Statements and the financial statements referenced therein (b) Exhibits See below Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following documents are filed as exhibits hereto: Exhibit Number Exhibit Description 2.1 Form of Separation and Distribution Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 3.1 Form of Amended and Restated Certificate of Incorporation of Life Fitness Holdings, Inc.* 3.2 Form of Amended and Restated By-Laws of Life Fitness Holdings, Inc.* 10.1 Form of Transition Services Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 10.2 Form of Tax Matters Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 10.3 Form of Employee Matters Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 10.4 Form of Trademark License Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 10.5 Form of Stockholder and Registration Rights Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 21.1 List of subsidiaries of Life Fitness Holdings, Inc.* 99.1 Preliminary Information Statement of Life Fitness Holdings, Inc., subject to completion, dated February 8, 2019. * To be filed by amendment. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT INDEX Exhibit Number Exhibit Description 2.1 Form of Separation and Distribution Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 3.1 Form of Amended and Restated Certificate of Incorporation of Life Fitness Holdings, Inc.* 3.2 Form of Amended and Restated By-Laws of Life Fitness Holdings, Inc.* 10.1 Form of Transition Services Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 10.2 Form of Tax Matters Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 10.3 Form of Employee Matters Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 10.4 Form of Trademark License Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 10.5 Form of Stockholder and Registration Rights Agreement between Brunswick Corporation and Life Fitness Holdings, Inc.* 21.1 List of subsidiaries of Life Fitness Holdings, Inc.* 99.1 Preliminary Information Statement of Life Fitness Holdings, Inc., subject to completion, dated February 8, 2019. * To be filed by amendment. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SIGNATURE 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. Life Fitness Holdings, Inc. By: /s/ Christopher F. Dekker Name: Christopher F. Dekker Title: Corporate Secretary Dated: February 8, 2019 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Exhibit 99.1 SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2019 INFORMATION STATEMENT Life Fitness Holdings, Inc. 9525 W. Bryn Mawr Avenue, Rosemont, IL 60018 Common Stock (par value $0.01) We are sending you this Information Statement in connection with the spin-off