S-8 1 forms8.htm

As filed with the Securities and Exchange Commission on December 21, 2016

Registration No. 333-




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

 
Valvoline Inc.
(Exact name of registrant as specified in its charter)


 
Kentucky
 
30-0939371
(State or other jurisdiction of
incorporation or organization)
 
 
(I.R.S. Employer
Identification No.)
 

3499 Blazer Parkway
Lexington, KY 40509
(859) 357-7777
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


 
2016 Deferred Compensation Plan for Employees
(Full title of the plan)


 
Julie M. O’Daniel
General Counsel and Corporate Secretary
Valvoline Inc.
3499 Blazer Parkway
Lexington, KY 40509
(859) 357-7777
(Name, address, including zip code, and telephone number, including area code, 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
 
(Do not check if a smaller reporting company)
 
Smaller reporting company
 






CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
 
Amount
to be
Registered
 
Proposed
Maximum
Offering Price
Per Share
 
Proposed
Maximum
Aggregate
Offering Price
 
Amount of
Registration Fee
Deferred Compensation Obligations(1)
 
$40,000,000(2)
 
100%
 
$40,000,000
 
$4,636.00
                 
 
(1)
The Deferred Compensation Obligations (the “Obligations”) are general unsecured and unfunded obligations of Valvoline Inc. to pay deferred compensation in the future in accordance with the terms of the 2016 Deferred Compensation Plan for Employees (the “Employee Deferred Compensation Plan”).
 
 
(2)
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”) based on an estimate of the amount of compensation participants may defer under the Employee Deferred Compensation Plan.
 

 


 



EXPLANATORY NOTE

Prior to the initial public offering (“IPO”) of approximately 17% of the common stock, par value $0.01 per share (“Valvoline Common Stock”) of Valvoline Inc. (“Valvoline”, “we”, “our”, “us”, or the “Company”), Valvoline was a wholly owned subsidiary of Ashland Global Holdings Inc. (“Ashland”). Following the completion of the IPO in September 2016, Valvoline remains a majority owned subsidiary of Ashland. On November 8, 2016, Ashland announced its intention to distribute its remaining shares of Valvoline Common Stock following the release of Valvoline’s and Ashland’s fiscal 2017 second quarter earnings results. We refer to this distribution as the “final separation”.

Pursuant to the terms of the Employee Deferred Compensation Plan, obligations thereunder to issue shares of common stock during the period from January 1, 2017 until the final separation (such period, the “Interim Period”) shall be satisfied using Ashland common stock, par value $0.01 per share (“Ashland Common Stock”). Subsequent to that period, obligations will be satisfied using Valvoline Common Stock. Ashland has previously filed a registration statement relating to shares of Ashland Common Stock that will be offered pursuant to the Employee Deferred Compensation Plan during the Interim Period. This registration statement (this “Registration Statement”) relates to Valvoline’s general unsecured and unfunded obligations that may be incurred in accordance with the terms of the Employee Deferred Compensation Plan, both during the Interim Period and following the final separation.





PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be sent or given to employees participating in the Employee Deferred Compensation Plan, as specified by Rule 428(b)(1) promulgated under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following document, which has been filed with the Commission by Valvoline pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is, as of its date of filing with the Commission, hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

 
(a)
The Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, filed with the Commission on December 19, 2016.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of 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.

This section summarizes the material terms of the Obligations. Because this section is a summary, it does not describe every aspect of the Obligations. The summary contained herein of the Obligations is subject to and qualified in its entirety by reference to the terms of the Employee Deferred Compensation Plan.

The Obligations are general unsecured and unfunded obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Employee Deferred Compensation Plan. Under the Employee Deferred Compensation Plan and subject to its terms, each eligible employee of the Company (each, an “Employee Participant”) may elect to defer receipt of all or part of such Employee Participant’s compensation until such future date as the Employee Participant elects in accordance with the terms of the Employee Deferred Compensation Plan. An Employee Participant may elect to receive his or her deferral account at either (i) a specified time or in installments not exceeding fifteen (15) years or (ii) a separation from service, including due to death, as either a lump sum or in installments not exceeding fifteen (15) years; provided, however, that the distribution to an Employee Participant who is a specified employee under Section 409A of the U.S. Internal Revenue Code must not be made before the earliest of (a) the date that is six months after the Employee Participant’s separation from service or (b) the date of the Employee Participant’s death; Employee Participants may allocate their deferred amounts among various hypothetical investments, which include a hypothetical investment in Valvoline Common Stock (or, during the Interim Period, Ashland Common Stock). The Obligations in respect of the Employee Deferred Compensation Plan represent the Company’s obligation to pay an amount equal to the sum of each Employee Participant’s deferral account, adjusted by amounts credited or debited to such Employee Participant based on the reported investment performance of the selected hypothetical investments, less all distributions made to such Employee Participant pursuant to the Employee Deferred Compensation Plan.




 


Item 5.  Interests of Named Experts and Counsel.

The validity of the Obligations offered hereby has been passed upon by Julie M. ODaniel, Valvolines General Counsel and Corporate Secretary.

Item 6. Indemnification of Directors and Officers.

Section 271B.2-020 of the Kentucky Business Corporation Act (the KBCA) permits a corporation to eliminate or limit the personal liability of its directors for monetary damages for breach of fiduciary duty as a director; provided that such a provision does not eliminate or limit the liability of directors for (i) transactions in which the directors personal financial interest is in conflict with the financial interests of the corporation or its shareholders; (ii) acts or omissions that are not taken in good faith, that involve intentional misconduct or that are known to the director to be a violation of law; (iii) a vote for or assent to certain unlawful distributions to shareholders; or (iv) any transaction from which the director derived an improper personal benefit. Our amended and restated articles of incorporation include a provision limiting the liability of our directors to the fullest extent permitted by Kentucky law.

Section 271B.8-510 of the KBCA generally permits a corporation to indemnify an individual who is made a party to a proceeding because the individual is or was a director or officer of the corporation as long as the individual (i) conducted himself or herself in good faith; (ii) honestly believed, in the case of conduct in his or her official capacity with the corporation, that the conduct was in the best interest of the corporation or, in all other cases, was at least not opposed to its best interest; and (iii) in a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. Indemnification may be made against the obligation to pay a judgment, settlement, penalty, fine or reasonable expenses (including counsel fees) incurred with respect to a proceeding, except that if the proceeding was by or in the right of the corporation, indemnification may only be made against reasonable expenses. A determination that indemnification is permitted by the terms of the KBCA must first be made before a director or officer can be indemnified. Section 271B.8-510 of the KBCA specifically prohibits indemnification (i) in connection with a proceeding by or in the right of the corporation in which the director or officer is held liable to the corporation or (ii) in connection with any other proceeding where the director or officer is adjudged to have received an improper personal benefit, in each case, unless the applicable court determines that indemnification is appropriate.

In addition, Section 271B.8-520 of the KBCA provides that, unless limited by the articles of incorporation, a corporation shall indemnify any director or officer who is wholly successful in the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of the corporation against reasonable expenses incurred in connection with the proceeding.

Our amended and restated articles of incorporation permit, and our amended and restated by-laws generally require, that we indemnify our directors and officers to the fullest extent permitted under Kentucky or other applicable law. The right to be indemnified will, unless determined by us not to be in our best interests, include the right of a director or officer to be paid expenses, including attorneys fees, in advance of the final disposition of any proceeding; provided that, if required by law or by us in our discretion, we receive an undertaking to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified.

We also maintain directors and officers insurance, and have entered into indemnification agreements with each of our directors and executive employment contracts with certain of our executive officers that require indemnification, subject to certain exceptions and limitations.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The Exhibits to this Registration Statement are listed in the Exhibit Index following the signature page to this Registration Statement and are incorporated herein by reference.




 


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 the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

   
(iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

   
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the 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 registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the 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.

(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 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.





SIGNATURES

Pursuant to the requirements of the Securities Act, the Company 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 Lexington, Commonwealth of Kentucky, on the 21st day of December, 2016.
 
 
VALVOLINE INC.
 
  (Registrant)  
       
 
By:
/s/ Julie M. ODaniel  
    Name:  Julie M. ODaniel  
    Title:    General Counsel and Corporate Secretary  
       
 
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature
 
Title
 
Date
     
*
 
Chief Executive Officer and Director
(Principal Executive Officer)
 
December 21, 2016
Samuel J. Mitchell, Jr.
     
*
 
Chief Financial Officer
(Principal Financial Officer)
 
December 21, 2016
Mary E. Meixelsperger
     
*
 
Controller
(Principal Accounting Officer)
 
December 21, 2016
David J. Scheve
     
*
 
Non-Executive Chairman and Director
 
December 21, 2016
William A. Wulfsohn
     
*
 
Director
 
December 21, 2016
Mary J. Twinem
     
*
 
Director
 
December 21, 2016
Richard J. Freeland
     
*
 
Director
 
December 21, 2016
Stephen F. Kirk
     
*
 
Director
 
December 21, 2016
Vada O. Manager
     
*
 
Director
 
December 21, 2016
Stephen E. Macadam
     
 *
 
Director
 
December 21, 2016
Charles M. Sonsteby
 

*
The undersigned, by signing his or her name hereto, executes this Registration Statement pursuant to a power of attorney executed by the above-named persons and filed with the Commission as an Exhibit to this Registration Statement.
 
       
 
*By:
/s/ Julie M. O’Daniel  
   
Julie M. O’Daniel
 
   
Attorney-in-Fact
 
   
December 21, 2016
 





 


INDEX TO EXHIBITS

The following exhibits are filed with this Registration Statement.

Exhibit
No.
 
Description of Exhibit
   
4.1
 
Valvoline Inc. 2016 Deferred Compensation Plan for Employees (filed as Exhibit 10.1 to the Company’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 001-37884), and incorporated herein by reference).
   
*5.1
 
Opinion of Julie M. O’Daniel.
   
*23.1
 
Consent of Ernst & Young LLP.
   
*23.2
 
Consent of PricewaterhouseCoopers LLP.
   
*23.3
 
Consent of Julie M. O’Daniel (contained in her opinion filed as Exhibit 5.1).
   
*24.1
 
Power of Attorney.


*
Filed herewith.