File No. 001-33220

 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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AMENDMENT NO. 2

TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

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Broadridge Financial Solutions, LLC

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		00-0000000
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
2 Journal Square Plaza Jersey City, NJ		07306
(Address of Principal Executive Offices)		(Zip Code)

(201) 714-3000

(Registrant’s telephone number, including area code)

 

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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 $.01 per share		New York Stock Exchange

Securities to be registered

pursuant to Section 12(g) of the Act:

None

 

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

 

Item 1.		Business		See “Summary,” “Risk Factors,” “Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Our Relationship with ADP”
Item 1A.		Risk Factors		See “Risk Factors”
Item 2.		Financial Information		See “Summary,” “Unaudited Pro Forma Combined Financial Statements,” “Selected Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
Item 3.		Properties		See “Business — Properties”
Item 4.		Security Ownership of Certain Beneficial Owners and Management		See “Management” and “Principal Stockholders”
Item 5.		Directors and Executive Officers		See “Management”
Item 6.		Executive Compensation		See “Management,” “Our Relationship with ADP” and “Description of Capital Stock, Charter Documents, Transfer Agent and NYSE Listing”
Item 7.		Certain Relationships and Related Transactions		See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management” and “Our Relationship with ADP”
Item 8.		Legal Proceedings		See “Business — Legal Proceedings”
Item 9.		Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters		See “Summary,” “Distribution,” “Dividend Policy,” “Description of Capital Stock, Charter Documents, Transfer Agent and NYSE Listing” and “Management”
Item 10.		Recent Sales of Unregistered Securities		See “Description of Capital Stock, Charter Documents, Transfer Agent and NYSE Listing”
Item 11.		Description of Registrant’s Securities to be Registered		See “Distribution,” “Dividend Policy” and “Description of Capital Stock, Charter Documents, Transfer Agent and NYSE Listing”
Item 12.		Indemnification of Directors and Officers		See “Indemnification of Directors and Officers”
Item 13.		Financial Statements and Supplementary Data		See “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the statements referenced thereon
Item 14.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		Not Applicable
Item 15.		Financial Statements and Exhibits		See “Unaudited Pro Forma Combined Financial Statements,” “Index to Financial Statements” and the statements referenced thereon and “Exhibit Index” and the exhibits referenced thereon

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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.

 

Dated: March 2, 2007

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EXHIBIT INDEX

 

Exhibit Number		Description
3.1*		Form of Certificate of Incorporation of the Registrant
3.2*		Form of By-laws of the Registrant
10.1*		Form of Separation and Distribution Agreement between the Registrant and Automatic Data Processing, Inc. (“ADP”)
10.2*		Form of Tax Allocation Agreement between the Registrant and ADP
10.3*		Form of Transition Services Agreement between the Registrant and ADP
10.4*		Form of Intellectual Property Transfer Agreement between the Registrant and ADP
10.5*		Form of Data Center Outsourcing Services Agreement between the Registrant and ADP
10.6*		Form of Employee Matters Agreement between the Registrant and ADP
10.7*		Form of Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers
10.8**		Form of Supplemental Officers Retirement Plan
10.9*		Form of Daly Change in Control Enhancement Agreement
10.10*		Form of Hogan Change in Control Enhancement Agreement
10.11**		Form of 2007 Omnibus Award Plan
10.12†		Form of 2007 Deferred Compensation Plan
21.1*		Subsidiaries of the Registrant
99.1**		Information Statement

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*

Previously filed.

**

Replaces previously filed exhibit.

†

Filed herewith.