Adient : Filings S-8

As filed with the Securities and Exchange Commission on March 12, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Adient plc

(Exact name of registrant as specified in its charter)

Ireland	98-1328821
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
25-28 North Wall Quay, IFSC
Dublin 1, Ireland
(Address of principal executive offices)
Adient plc Amended and Restated Director Share Plan
(Full title of the plan)
Cathleen A. Ebacher	Copy to:
Vice President, General Counsel and Secretary	Jessica S. Lochmann
Adient plc	Foley & Lardner LLP
49200 Halyard Drive	777 East Wisconsin Avenue
Plymouth, Michigan 48170	Milwaukee, Wisconsin 53202-5306
[phone]	[phone]

(Name, address 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, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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. ☐

CALCULATION OF REGISTRATION FEE

		Amount	Proposed	Proposed
		to be	Maximum	Maximum
	Title of Securities	Offering Price	Aggregate	Amount of
	Registered(1)
	to be Registered	(2)	(2)	Registration Fee
		Per Share	Offering Price
	Ordinary Shares, par value $0.001 per share	100,000 shares	$17.96	$1,796,000.00	$233.12

1. In addition, pursuant to Rule 416 under the Securities Act of 1933, in the event of a stock split, stock dividend, or similar transaction involving the ordinary shares, par value $0.001 ("Ordinary Shares") of Adient plc, in order to prevent dilution, the number of Ordinary Shares registered shall be automatically increased to cover additional Ordinary Shares.

1. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Ordinary Shares as reported on the New York Stock Exchange on March 9, 2020.

The prospectus related to this Registration Statement is a combined prospectus pursuant to Rule 429 and also relates to the Registration Statement on Form S-8 filed by the Registrant with Registration No. 333-214320.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Adient plc (the "Registrant") to register an additional 100,000 ordinary shares, par value $0.001 per share, of the Registrant for issuance pursuant to the Adient plc Amended and Restated Director Share Plan, which was previously named the Adient plc 2016 Director Share Plan. In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-214320, filed with the Securities and Exchange Commission (the "Commission") on October 28, 2016, including the periodic reports that the Registrant filed after such Registration Statement to maintain current information about the Registrant, are incorporated herein by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document or documents containing the information specified in Part I are not required to be filed with the Commission as part of this Form S-8 Registration Statement.

	PART II
	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.	Exhibits.
Exhibit Number	Description
(4.1)	Memorandum of Association and Amended and Restated Articles of Association of Adient plc (incorporated by reference to
	Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed November 1, 2016 (File No. 1-37757)).
(4.2)	Adient plc Amended and Restated Director Share Plan (incorporated by reference to Appendix A to the Registrant's Definitive
	Proxy Statement on Schedule 14A filed on January 28, 2020 (File No. 1-37757)).
(5)	Opinion of A&L Goodbody.
(23.1)	Consent of PricewaterhouseCoopers LLP.
(23.2)	Consent of A&L Goodbody (contained in Exhibit 5 hereto).
(24)	Power of Attorney (included on the signature page hereto).
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:
2. 1. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

-2-

1. 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
2. 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) 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 Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

1. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
2. 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.

1. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
2. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

-3-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Plymouth, State of Michigan, as of March 12, 2020.

ADIENT PLC

By: /s/ Douglas G. Del Grosso

Douglas G. Del Grosso

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and as of March 12, 2020. Each person whose signature appears below constitutes and appoints Cathleen A. Ebacher and Jeffrey M. Stafeil, and each of them individually, his or her true and lawful attorney-in-fact and agent, 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 his or her name as a director of Adient plc to any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, 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 connection therewith, 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 their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
/s/ Douglas G. Del Grosso		President and Chief Executive Officer and a Director
Douglas G. Del Grosso		(Principal Executive Officer)
/s/ Jeffrey M. Stafeil		Executive Vice President and Chief Financial Officer
Jeffrey M. Stafeil		(Principal Financial Officer)
/s/ Gregory S. Smith		Vice President and Chief Accounting Officer
Gregory S. Smith		(Principal Accounting Officer)
	S-1

Signature

Title

/s/ Julie L. Bushman Julie L. Bushman

/s/ Peter H. Carlin Peter H. Carlin

/s/ Raymond L. Conner Raymond L. Conner

/s/ Richard Goodman Richard Goodman

/s/ José Gutiérrez José Gutiérrez

/s/ Frederick A, Henderson Frederick A. Henderson

/s/ Barb J. Samardzich Barb J. Samardzich

Director

Director

Director

Director

Director

Non-Executive Chairman and Director

Director

S-2

	Exhibit 5.1
A&L Goodbody	Dublin
International Financial Services Centre	Belfast
25-28 North Wall Quay, Dublin 1	London
D01 H104	New York
T: [phone]	San Francisco
DX: 29 Dublin | www.algoodbody.com	Palo Alto

Date	12 March 2020
Our ref	01420419
Your ref

Adient plc

25 - 28 North Wall Quay

IFSC Dublin 1

Adient plc (the Company)

Dear Sirs

We act as Irish Counsel for the Company, a public limited company incorporated under the laws of Ireland, in connection with the proposed registration by the Company of up to 100,000 ordinary shares of the Company, nominal value $0.001 per share (the Ordinary Shares), pursuant to a Registration Statement on Form S-8 (the Registration Statement) to be filed by the Company under the Securities Act of 1933, as amended.

The Ordinary Shares are issuable under the Adient plc Amended and Restated Director Share Plan (the Plan).

In connection with this Opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinion hereinafter expressed. In rendering this opinion, we have examined and have assumed the truth and accuracy of the contents of such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the truth and accuracy of the information contained in such documents, the genuineness of all the signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.

We have further assumed:

1. that none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Ordinary Shares will be issued in accordance with such resolutions and authorities and the terms of the Plan;
2. that at each time Ordinary Shares will be issued, the Company will have sufficient authorised but unissued share capital to allow for the issue of the Ordinary Shares;
3. that any of the Ordinary Shares pursuant to the Plan will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Ordinary Shares of cash at least equal to the nominal value of such Ordinary Shares and that where Ordinary Shares are issued under the Plan without the requirement for the payment of cash consideration by or on behalf of the relevant beneficiary, then such shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by Section 1027 of the Companies Act of Ireland 2014 (the Act) (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by Sections 82(6) and 1043 of the Act) or issued for consideration as set out in Section 1028(2) of the Act;

PM Law • CE Gill • JG Grennan • J Coman • PD White • VJ Power • LA Kennedy • SM Doggett • B McDermott • C Duffy • PV Maher • S O'Riordan • MP McKenna • KA Feeney • M Sherlock EP Conlon • E MacNeill • KP Allen • EA Roberts • C Rogers • G O'Toole • JN Kelly • N O'Sullivan • MJ Ward • AC Burke • D Widger • C Christle • S O'Croinin • JW Yarr • DR Baxter A McCarthy • JF Whelan • JB Somerville • MF Barr • AM Curran • A Roberts • M Dale • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy • D Inverarity M Coghlan • DR Francis • A Casey • B Hosty • M O'Brien • L Mulleady • K Ryan • E Hurley • G Stanley • D Dagostino • R Grey • R Lyons • J Sheehy • C Morrissey C Carroll • SE Carson • P Diggin • J Williams • A O'Beirne • MD Cole • G Conheady • J Dallas • SM Lynch • M McElhinney • C Owens • AD Ion • K O'Connor • JH Milne

• T Casey • M Doyle CJ Comerford • R Marron • D Berkery • K O'Shaughnessy • S O'Connor • SE Murphy • D Nangle • L Butler • A Lawler • C Ó Conluain • N McMahon • HP Brandt • A Sheridan

Consultants: SW Haughey • Professor JCW Wylie • AF Browne • MA Greene • AV Fanagan

1. that the filing of the Registration Statement with the United States Securities and Exchange Commission has been authorised by all necessary actions under all applicable laws other than Irish law;
2. that at any time of the grant by any committee of the board of directors of the Company of an award or other allotment and issue of an Ordinary Share under the Plan, such committee has been duly constituted and remains a duly constituted committee of the board of directors of the Company having the necessary powers and authorities to grant awards and issue the Ordinary Shares; and
3. the absence of fraud on the part of the Company and its respective officers, employees, agents and advisors.

Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within qualifications and assumptions, and provided that the Registration Statement, as finally amended, has become effective, we are of the opinion that the Ordinary Shares have been duly authorised and when issued (and, if required, paid for in either cash or services) in accordance with the Registration Statement, the Plan and the options or other equity awards granted or to be granted thereunder will be validly issued, fully paid and not subject to calls for any additional payments ("non-assessable") (except for Ordinary Shares issued pursuant to deferred payment arrangements, which shall be fully paid upon the satisfaction of such payment obligations);

In rendering this opinion we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof.

We hereby consent to the filing of this Opinion with the United States Securities and Exchange Commission as an exhibit to the Registration Statement.

This opinion is being delivered to you and may not be relied upon or distributed to any other person without our prior written consent.

Yours faithfully

/s/ A&L Goodbody

A&L Goodbody

T: [phone]

2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Adient plc of our report dated November 22, 2019 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Adient plc's Annual Report on Form 10-K for the year ended September 30, 2019. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP Detroit, Michigan

March 12, 2020