Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
American Axle & Manufacturing Holdings,
Inc.
(Exact name of Registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation or organization) |
38-3161171
(I.R.S. Employer
Identification Number) |
One Dauch Drive
Detroit, Michigan 48211
(313) 758-2000
(Address of Registrant’s principal executive offices) |
Amended and Restated American Axle & Manufacturing
Holdings, Inc. 2018 Omnibus Incentive Plan
(Full title of the plan)
Matthew K. Paroly
Vice President & General Counsel
American Axle & Manufacturing Holdings, Inc.
One Dauch Drive
Detroit, Michigan 48211
(313) 758-2000
(Name, address and telephone number of agent for service)
Copies to:
Jai Garg, Esq.
Allen Overy Shearman Sterling US LLP
599 Lexington Avenue, New York, NY 10022
(212) 848-4000
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. (Check
one):
| Large accelerated filer |
☒ |
Accelerated Filer |
☐ |
| Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
| |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act. ☐
Part I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The information required by Item 1 and Item 2 of Part I of Form S-8
is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The
documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration
Statement as required by Rule 428(b)(1) under the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Securities and Exchange
Commission (the “Commission”) are incorporated as of their respective dates in this Registration Statement on Form
S-8 (“Registration Statement”) by reference:
(a) the Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2024 (filed February 14, 2025);
(b) the Registrant’s Quarterly Report on Form 10-Q for the period
ended on March 31, 2025 (filed May 2, 2025);
(c) the Registrant’s Current Reports on January 29, 2025, February
14, 2025, March 13, 2025, March 17, 2025, May 2, 2025, and June 9, 2025; and
(d) the description of the Registrant’s common stock, par value $0.01
per share (“Common Stock”) which is contained in Exhibit 4.13 on the Registrant’s Form 10-K filed February 11,
2025 (Commission File No. 001-14303) including any amendments or reports filed for the purpose of updating such description.
All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) prior to the filing
of a post-effective amendment to this Registration Statement that 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 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 that also is or is 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. |
Section 145 of the General Corporation Law of the State of Delaware,
as amended, provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at its
request in such capacity in another corporation or business association, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was
unlawful.
The Sixth Article of the Certificate of Incorporation of the Registrant
(the “Certificate of Incorporation”) provides for the indemnification of the Registrant’s directors and officers. The
Certificate of Incorporation provides that a director will not be personally liable for monetary damages to the Registrant or its stockholders
for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted
under Delaware Law. The Certificate of Incorporation also provides that each current or former director, officer, employee or agent of
the Registrant, or each such person who is or was serving or who had agreed to serve at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators
or estate of such person), will be indemnified by the Registrant to the full extent permitted by Delaware Law, as the same exists or may
in the future be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Registrant to provide
broader indemnification rights than said law permitted the Registrant to provide prior to such amendment). The Certificate of Incorporation
also specifically authorizes the Registrant to enter into agreements with any person providing for indemnification greater or different
than that provided by the Certificate of Incorporation.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
See attached Exhibit list.
(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; 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 (i) and (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 with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 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.
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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) 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.
The undersigned Registrant further undertakes that, 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 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 Act and will be governed by the final adjudication of such issue.
Exhibit Index
The following exhibits are filed as part of this Registration Statement:
| Exhibit No. |
Description of Document
|
| 3.1 |
Third Amended and Restated Bylaws of American Axle & Manufacturing Holdings, Inc., as amended to date (incorporated by reference to Exhibit 3.04 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 13, 2018) |
| 3.2 |
Amended and Restated Certificate of Incorporation of American Axle & Manufacturing Holdings, Inc., as amended to date (incorporated by reference to Exhibit 3.2 of the Registrant’s Form S-8 filed with the Securities and Exchange Commission on September 1, 2017) |
| 4.1 |
Amended and Restated American Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan* |
| 5.1 |
Opinion of Allen Overy Shearman Sterling US LLP regarding the validity of the securities being registered*
|
| 23.1 |
Consent of Deloitte & Touche LLP*
|
| 23.2 |
Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1)
|
| 24.1 |
Power of Attorney (included as part of the signature pages to this Registration Statement)* |
| 107 |
Filing Fees |
* Filed herewith
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the Registrant
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 Detroit, Michigan on June
23, 2025.
| |
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Matthew K. Paroly
|
| |
Name: |
Matthew K. Paroly |
| |
Title: |
Vice President & General Counsel |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Christopher J. May and Matthew K. Paroly his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to sign any related registration
statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any 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, this Registration
Statement has been signed by the following persons in the capacities indicated on the 23 day of June, 2025.
|
Signature |
Title |
| |
|
| /s/
David C. Dauch |
|
| David
C. Dauch |
Chairman of the Board & Chief Executive Officer/Director (Principal
Executive Officer) |
| /s/ Christopher J. May |
|
| Christopher J. May |
Executive Vice President & Chief Financial Officer (Principal Financial Officer) |
| /s/ James G. Zaliwski |
|
| James G. Zaliwski |
Chief Accounting Officer (Principal Accounting Officer) |
| /s/
Terry Grayson-Caprio |
|
| Terry Grayson-Caprio |
Director |
| /s/
William L. Kozyra |
|
| William
L. Kozyra |
Director |
| /s/
Peter D. Lyons |
|
| Peter
D. Lyons |
Director |
| /s/
James A. McCaslin |
|
| James
A. McCaslin |
Director |
| /s/
Aleksandra A. Miziolek |
|
| Aleksandra A. Miziolek |
Director |
| /s/
William P. Miller II |
|
| William P. Miller II |
Director |
| /s/
Herbert K. Parker |
|
| Herbert K. Parker |
Director |
| /s/
Sandra E. Pierce |
|
| Sandra
E. Pierce |
Director |
| /s/
Samuel Valenti III |
|
| Samuel
Valenti III |
Director |
