10-12B/A 1 y42891a2e10v12bza.htm AMENDMENT NO. 2 TO FORM 10 10-12B/A
 

As filed with the Securities and Exchange Commission on February 12, 2008
File No. 001-33829
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Amendment No. 2
to
 
Form 10
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
 
 
 
 
Dr Pepper Snapple Group, Inc.
(Exact name of Registrant as specified in its charter)
 
 
 
 
     
Delaware
  75-3258232
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification number)
     
5301 Legacy Drive, Plano, Texas
  75024
(Address of principal executive offices)
  (Zip Code)
(972) 673-7000
(Registrant’s telephone number, including area code)
 
 
 
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
     
Title of Each Class to be so Registered
 
Name of Each Exchange on which Each Class is to be Registered
 
Common Stock, par value $0.01 per share
  New York Stock Exchange
 
 
 
 
Securities to be registered pursuant to Section 12(g) of the Act:
None
 
 


 

EXPLANATORY NOTE
 
As previously announced, Cadbury Schweppes plc intends to separate the beverage business it owns in the United States, Canada, Mexico and the Caribbean (which it refers to as its Americas Beverages business) from its global confectionery business and its other beverages business (located principally in Australia). As a result of the separation, which has several steps, Cadbury Schweppes plc shareholders will receive shares of Cadbury plc, a new U.K. public company which will own Cadbury Schweppes’ global confectionery business and its other beverages business (located principally in Australia), and common stock of Dr Pepper Snapple Group, Inc., a new U.S. public company which will own Cadbury Schweppes’ Americas Beverages business. These two publicly-traded companies will be independent from each other after the separation. The information statement contained in this Form 10 relates to the distribution described above and the establishment of Dr Pepper Snapple Group, Inc. A vote of the shareholders of Cadbury Schweppes plc is required to effect the separation and the distribution of common stock of Dr Pepper Snapple Group, Inc. and related matters described herein. The information statement has been prepared as if the vote of the shareholders of Cadbury Schweppes plc to approve the separation and the distribution of common stock of Dr Pepper Snapple Group, Inc. and related matters described herein had already occurred. The information statement will be distributed to shareholders of Cadbury Schweppes plc after the vote of the shareholders of Cadbury Schweppes plc has occurred and the Form 10 to which the information statement relates has been declared effective by the Securities and Exchange Commission.
 
Dr Pepper Snapple Group, Inc. filed its initial Form 10 registration statement under its former name, CSAB Inc. CSAB Inc. changed its name to Dr Pepper Snapple Group, Inc. on January 2, 2008.


 

DR PEPPER SNAPPLE GROUP, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
 
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
 
Item 1.   Business.
 
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry,” “Business,” “Our Relationship with Cadbury plc After the Distribution,” “The Distribution,” “Where You Can Find More Information” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.
 
Item 1A.   Risk Factors.
 
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
 
Item 2.   Financial Information.
 
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.
 
Item 3.   Properties.
 
The information required by this item is contained under the section of the information statement entitled “Business — Real Property.” That section is incorporated herein by reference.
 
Item 4.   Security Ownership of Certain Beneficial Owners and Management.
 
The information required by this item is contained under the section of the information statement entitled “Ownership of Our Common Stock.” That section is incorporated herein by reference.
 
Item 5.   Directors and Executive Officers.
 
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
 
Item 6.   Executive Compensation.
 
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
 
Item 7.   Certain Relationships and Related Transactions.
 
The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Relationship with Cadbury plc After the Distribution” and “Management.” Those sections are incorporated herein by reference.


 

Item 8.   Legal Proceedings.
 
The information required by this item is contained under the section of the information statement entitled “Business — Legal Matters.” That section is incorporated herein by reference.
 
Item 9.   Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.
 
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Dividend Policy,” “Description of Capital Stock” and “The Distribution.” Those sections are incorporated herein by reference.
 
Item 10.   Recent Sales of Unregistered Securities.
 
On October 24, 2007, Dr Pepper Snapple Group, Inc. sold one share of common stock, par value $0.01 per share, to Cadbury Schweppes plc pursuant to Section 4(2) of Securities Act of 1933, as amended.
 
Item 11.   Description of Registrant’s Securities to be Registered.
 
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock.” That section is incorporated herein by reference.
 
Item 12.   Indemnification of Directors and Officers.
 
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock — Anti-Takeover Effects of Various Provisions of Delaware Law and Our Certificate of Incorporation and By-laws — Limitations on Liability and Indemnification of Officers and Directors.” That section is incorporated herein by reference.
 
Item 13.   Financial Statements and Supplementary Data.
 
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.
 
Item 14.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
None.
 
Item 15.   Financial Statements and Exhibits.
 
(a)   Financial Statements
 
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” (and the financial statements referenced therein). That section is incorporated herein by reference.
 
(b)   Exhibits
 
See below.
 
The following documents are filed as exhibits hereto:
 
         
Exhibit
   
Number
 
Exhibit Description
 
  2 .1   Form of Separation and Distribution Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
  10 .1   Form of Transition Services Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc.


 

         
Exhibit
   
Number
 
Exhibit Description
 
  10 .2*   Form of Tax-Sharing and Indemnification Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
  10 .3   Form of Employee Matters Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
  10 .4†   Agreement, dated June 15, 2004, between Cadbury Schweppes Bottling Group, Inc. (formerly Dr Pepper/Seven Up Bottling Group, Inc.) and CROWN Cork & Seal USA, Inc.
  10 .5†   First Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated August 25, 2005
  10 .6†   Second Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated June 21, 2006
  10 .7†   Third Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated April 4, 2007
  10 .8†   Fourth Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated September 27, 2007
  10 .9   Form of Dr Pepper License Agreement for Bottles, Cans and Pre-mix
  10 .10   Form of Dr Pepper Fountain Concentrate Agreement
  10 .11   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Larry D. Young
  10 .12   Executive Employment Agreement, dated as of October 13, 2007, between CBI Holdings Inc. and John O. Stewart
  10 .13   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Randall E. Gier
  10 .14   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and James J. Johnston, Jr.
  10 .15   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Pedro Herrán Gacha
  10 .16   Executive Employment Agreement, dated as of October 1, 2007, between CBI Holdings Inc. and Gilbert M. Cassagne
  10 .17   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and John L. Belsito
  10 .18   Separation Letter, dated October 3, 2007, to Gilbert M. Cassagne
  10 .19   Form of Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2008
  10 .20   Form of Dr Pepper Snapple Group, Inc. Annual Cash Incentive Plan
  10 .21   Form of Dr Pepper Snapple Group, Inc. Employee Stock Purchase Plan
  99 .1   Preliminary Information Statement of Dr Pepper Snapple Group, Inc. dated February 12, 2008
         
 


     
  *     To be filed by amendment.
      Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Act of 1933, as amended.


 

SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dr Pepper Snapple Group, Inc.
 
  By: 
/s/  Larry D. Young
Name:     Larry D. Young
  Title:  President and Chief Executive Officer
 
Date: February 12, 2008


 

INDEX TO EXHIBITS
 
         
Exhibit
   
 Number 
 
Exhibit Description
 
  2 .1   Form of Separation and Distribution Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
  10 .1   Form of Transition Services Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc.
  10 .2*   Form of Tax-Sharing and Indemnification Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc., and solely for certain provisions set forth therein, Cadbury plc
  10 .3   Form of Employee Matters Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
  10 .4†   Agreement, dated June 15, 2004, between Cadbury Schweppes Bottling Group, Inc. (formerly Dr Pepper/Seven Up Bottling Group, Inc.) and CROWN Cork & Seal USA, Inc.
  10 .5†   First Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated August 25, 2005
  10 .6†   Second Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated June 21, 2006
  10 .7†   Third Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated April 4, 2007
  10 .8†   Fourth Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated September 27, 2007
  10 .9   Form of Dr Pepper License Agreement for Bottles, Cans and Pre-mix
  10 .10   Form of Dr Pepper Fountain Concentrate Agreement
  10 .11   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Larry D. Young
  10 .12   Executive Employment Agreement, dated as of October 13, 2007, between CBI Holdings Inc. and John O. Stewart
  10 .13   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Randall E. Gier
  10 .14   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and James J. Johnston, Jr.
  10 .15   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Pedro Herrán Gacha
  10 .16   Executive Employment Agreement, dated as of October 1, 2007, between CBI Holdings Inc. and Gilbert M. Cassagne
  10 .17   Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and John L. Belsito
  10 .18   Separation Letter, dated October 3, 2007, to Gilbert M. Cassagne
  10 .19   Form of Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2008
  10 .20   Form of Dr Pepper Snapple Group, Inc. Annual Cash Incentive Plan
  10 .21   Form of Dr Pepper Snapple Group, Inc. Employee Stock Purchase Plan
  99 .1   Preliminary Information Statement of Dr Pepper Snapple Group, Inc. dated February 12, 2008
 
     
  *     To be filed by amendment.
      Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Act of 1933, as amended.