armstrong flooring, inc.

487 Pages·2012·1.49 MB·English

Section 1: 10-12B/A (AMENDMENT NO. 3 TO FORM 10)
As filed with the Securities and Exchange Commission on February 29, 2016
File No. 001-37589

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

Amendment No. 3
to
Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934

ARMSTRONG FLOORING, INC.
(Exact name of Registrant as specified in its charter)

Delaware 47-4303305
(State or other jurisdiction of incorporation or organization) (I.R.S. employer Identification number)
2500 Columbia Avenue, Lancaster, Pennsylvania 17603
(Address of principal executive offices) (Zip Code)
[phone]
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
Common Stock, par value $0.0001 per share New York Stock Exchange
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, 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 þ Smaller reporting company ¨
ARMSTRONG FLOORING, 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,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships
and Related Person Transactions” and “Where You Can Find More Information.” 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 “Unaudited Pro Forma Combined
Financial Statements,” “Selected Historical Combined Financial Data of Armstrong Flooring, Inc.” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.” 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 “Properties.” 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 “Security Ownership of Certain
Beneficial Owners and Management.” That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.
The information required by this item is contained under the sections of the information statement entitled “Management” and “Directors.” Those
sections are incorporated herein by reference.

Item 6. Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and
Analysis” and “Executive Compensation.” Those sections are incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the information statement entitled “Management,” “Directors” and
“Certain Relationships and Related Person Transactions.” 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 and Regulatory
Proceedings.” 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 “Dividend Policy,” “Capitalization,”
“The Separation and Distribution” and “Description of Armstrong Flooring, Inc.’s Capital Stock.” Those sections are incorporated herein by
reference.

Item 10. Recent Sales of Unregistered Securities.
The information required by this item is contained under the section of the information statement entitled “Description of Armstrong Flooring,
Inc.’s Capital Stock—Sale of Unregistered Securities.” That section is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “The Separation and
Distribution” and “Description of Armstrong Flooring, Inc.’s Capital Stock.” Those sections are 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 Armstrong Flooring,
Inc.’s Capital Stock—Limitations on Liability, Indemnification of Officers and Directors and Insurance.” That section is incorporated herein by
reference.

Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements and
Schedule” and the financial statements referenced therein. That section is 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 and Schedule
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements and
Schedule” and the financial statements and schedule referenced therein. That section is incorporated herein by reference. All other schedules for
which provision is made in the applicable regulation of the U.S. Securities and Exchange Commission are not required under the related instructions
or are inapplicable and therefore have been omitted.
(b) Exhibits
See below.
The following documents are filed as exhibits hereto:

Exhibit
Number Exhibit Description
2.1 Form of Separation and Distribution Agreement by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.*
2.2 Form of Plan of Division*
3.1 Form of Amended and Restated Certificate of Incorporation of Armstrong Flooring, Inc.*
3.2 Form of Amended and Restated Bylaws of Armstrong Flooring, Inc.*
10.1 Form of Transition Services Agreement by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.*
10.2 Form of Tax Matters Agreement by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.**
10.3 Form of Employee Matters Agreement by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.*
10.4 Form of Trademark License Agreement by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.*
10.5 Form of Transition Trademark License Agreement by and between Armstrong World Industries, Inc. and Armstrong Flooring,
Inc.*
10.6 Form of Campus Lease Agreement by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.**
10.7 Form of Armstrong Flooring, Inc. 2016 Directors Stock Unit Plan*
10.8 Form of Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan*
21.1 List of Subsidiaries*
99.1 Information Statement of Armstrong Flooring, Inc., preliminary and subject to completion, dated February 29, 2016*
99.2 Appointment and Stockholder’s Agreement dated as of February 26, 2016 by and among Armstrong Flooring, Inc. and the
members of the ValueAct Group named therein.*

* Filed herewith.
** Previously filed.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

ARMSTRONG FLOORING, INC.
By: /s/ DONALD R. MAIER
Name: Donald R. Maier
Title: President and Chief Executive Officer
Date: February 29, 2016
(Back To Top)

Section 2: EX-2.1 (EX-2.1)
Exhibit 2.1
FORM OF
SEPARATION AND DISTRIBUTION AGREEMENT
BY AND BETWEEN
ARMSTRONG WORLD INDUSTRIES, INC.
AND
ARMSTRONG FLOORING, INC.
DATED AS OF [ ]
TABLE OF CONTENTS

Page
Article I

DEFINITIONS

Article II

THE SEPARATION

2.1 The Division 14
2.2 Transfer of Assets and Assumption of Liabilities 14
2.3 AFI Assets; AWI Assets 16
2.4 AFI Liabilities; AWI Liabilities 18
2.5 Approvals and Notifications 20
2.6 Novation of Liabilities 23
2.7 Release of Guarantees 24
2.8 Termination of Agreements 25
2.9 Treatment of Shared Contracts 26
2.10 Bank Accounts; Cash Balances 27
2.11 Ancillary Agreements 28
2.12 Disclaimer of Representations and Warranties 28
2.13 Financing Arrangements 28
2.14 Solvency and Liquidity 29
2.15 Financial Information Certifications 29
2.16 Transition Committee 29
Article III

THE DISTRIBUTION

3.1 Sole and Absolute Discretion; Cooperation 30
3.2 Actions Prior to the Distribution 30
3.3 Conditions to the Distribution 31
3.4 The Distribution 33
Article IV

MUTUAL RELEASES; INDEMNIFICATION

4.1 Release of Pre-Distribution Claims 33
4.2 Indemnification by AFI 36
4.3 Indemnification by AWI 36
4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts 37

-i-
4.5 Procedures for Indemnification of Third-Party Claims 38
4.6 Additional Matters 40
4.7 Right of Contribution 41
4.8 Covenant Not to Sue 42
4.9 Remedies Cumulative 42
4.10 Survival of Indemnities 42
Article V

CERTAIN OTHER MATTERS

5.1 Insurance Matters 43
5.2 Continuation of Director and Officer Insurance 45
5.3 Late Payments 45
5.4 Treatment of Payments for Tax Purposes 45
5.5 Inducement 45
5.6 Post-Effective Time Conduct 46
Article VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information 46
6.2 Ownership of Information 47
6.3 Compensation for Providing Information 47
6.4 Record Retention 47
6.5 Limitations of Liability 48
6.6 Other Agreements Providing for Exchange of Information 48
6.7 Production of Witnesses; Records; Cooperation 49
6.8 Privileged Matters 50
6.9 Confidentiality 52
6.10 Protective Arrangements 53
Article VII

DISPUTE RESOLUTION

7.1 Good-Faith Negotiation 53
7.2 Resolution by Delaware Courts 54
7.3 Injunctive Relief 54
7.4 Conduct During Dispute Resolution Process 55
Article VIII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

8.1 Further Assurances 55

-ii-
Article IX

TERMINATION

9.1 Termination 56
9.2 Effect of Termination 56
Article X

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power 56
10.2 Governing Law 57
10.3 Assignability 57
10.4 Third-Party Beneficiaries 58
10.5 Notices 58
10.6 Severability 59
10.7 Force Majeure 59
10.8 No Set-Off 60
10.9 Publicity 60
10.10 Expenses 60
10.11 Headings 60
10.12 Survival of Covenants 60
10.13 Waivers of Default 60
10.14 Specific Performance 60
10.15 Amendments 61
10.16 Interpretation 61
10.17 Limitations of Liability 61
10.18 Performance 61
10.19 Mutual Drafting 62
SCHEDULES

Schedule 1.2 AFI Discontinued or Divested Businesses
Schedule 1.3 AFI Contracts
Schedule 1.4 AFI Intellectual Property
Schedule 1.5 AFI Real Property
Schedule 1.6 AFI Technology
Schedule 1.7 Transferred Entities
Schedule 2.3(a)(xi) AFI Assets
Schedule 2.3(b)(vii) AWI Intellectual Property
Schedule 2.3(b)(x) AWI Assets
Schedule 2.4(a) AFI Liabilities
Schedule 2.4(b) AWI Liabilities
Schedule 2.8(b)(ii) Intercompany Agreements
Schedule 2.9(b) Shared Contracts to be Retained by AWI
Schedule 4.3(f) Specified AWI Information

-iii-
EXHIBITS

Exhibit A Plan of Division
Exhibit B Form of Agreement and Plan of Merger by and between AFI Intermediate Co. and Armstrong Flooring, Inc.

-iv-
SEPARATION AND DISTRIBUTION AGREEMENT
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ] (this “Agreement”), is made and entered into by and
between Armstrong World Industries, Inc., a Pennsylvania corporation (“AWI”), and Armstrong Flooring, Inc., a Delaware corporation (“AFI”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I.
R E C I T A L S
WHEREAS, the board of directors of AWI (the “AWI Board”) has determined that it is in the best interests of AWI to separate AWI’s
flooring business from its ceilings (building products) business, creating two independent industry-leading publicly traded companies;
WHEREAS, in furtherance of the foregoing, the AWI Board has adopted and approved a Plan of Division in the form attached as Exhibit A
hereto (the “Plan of Division”) to effect the separation of the AFI Business from the AWI Business by means of a division pursuant to and in
accordance with applicable provisions of the Pennsylvania Entity Transactions Law (the “Division”);
WHEREAS, pursuant to and in accordance with the Plan of Division, at the Division Effective Time, AWI will divide into AWI, which will be
the dividing association and retain the properties and liabilities related primarily to the AWI Business, and AFI Intermediate Co., a Pennsylvania
corporation created by, and resulting from, the Division, which will be allocated the assets and liabilities related primarily to the AFI Business (“AFI
Division Sub”), in each case as set forth in the Plan of Division;
WHEREAS, after the Division Effective Time, AFI Division Sub will merge with and into AFI, with AFI surviving the merger as a wholly-
owned subsidiary of AWI (the “Merger”), on the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger,
substantially in the form attached as Exhibit B hereto, to be entered into after the Division Effective Time by and between AFI and AFI Division Sub
(the “Merger Agreement”);
WHEREAS, in addition to the Division and the Merger, after the consummation of the Division and prior to the Distribution (as defined
below), and effective as of the effective time of the Merger pursuant to the Merger Agreement (the “Merger Effective Time”), on the terms and
subject to the conditions set forth herein, (a) AWI will cause the applicable members of the AWI Group to assign, transfer, convey and deliver to
AFI or the applicable AFI Designee all right, title and interest of the AWI Group in and to the AFI Assets, (b) AFI and the applicable AFI
Designees will accept, assume and agree faithfully to perform, discharge and fulfill the AFI Liabilities, (c) AFI will cause the applicable members of
the AFI Group to assign, transfer, convey and deliver to AWI or the applicable AWI Designee all right, title and interest of the AFI Group in and to
the AWI Assets, and (d) AWI and the applicable AWI Designees will accept, assume and agree faithfully to perform, discharge and fulfill the AWI
Liabilities (each of the transactions described in this and the foregoing recitals, including the assignment, transfer, conveyance and delivery of the
AFI Assets and AWI Assets, the acceptance, assumption and agreement to perform the AFI Liabilities and the AWI Liabilities, the Division and
the Merger, being referred to collectively herein as the “Separation”);