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As filed with the Securities and Exchange Commission on March 8, 2007.
Registration No. 333-39756
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of incorporation)
  38-3519512
(I.R.S. Employer Identification No.)
 
One Village Center Drive, Van Buren Twp., Michigan
(Address of principal executive offices)
  48111
(zip code)
Visteon Investment Plan
(formerly known as the Visteon Investment Plan for Salaried Employees)
(Full title of the Plan)
John Donofrio
Senior Vice President and General Counsel
Visteon Corporation
One Village Center Drive
Van Buren Township, Michigan 48111
(Name and address of agent for service)
(800) VISTEON
(Telephone number, including area code, of agent for service)
 
 

 


TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
Powers of Attorney


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WITHDRAWAL OF SECURITIES FROM REGISTRATION
On June 21, 2000, Visteon Corporation (the “Company”) filed a registration statement on Form S-8 (Registration No. 333-39756) with the Securities and Exchange Commission registering 5,000,000 shares of the Company’s Common Stock, par value $1 per share, and an indeterminate amount of interests to be offered or sold pursuant to the Visteon Investment Plan (formerly known as the Visteon Investment Plan for Salaried Employees, the “Plan”). Effective as of December 31, 2005, the Visteon Stock Fund was closed to new contributions and transfers under the Plan, and all units held in the Visteon Stock Fund after June 30, 2006 were liquidated and transferred to alternative investment funds under the Plan. Accordingly, the Company is filing this post-effective amendment No. 1 to the registration statement to withdraw from registration any remaining unsold shares of Common Stock and interests in the Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
         
Item 8.   Exhibits.
 
       
 
  24.1   Powers of Attorney relating to execution of this post-effective amendment No. 1 to the registration statement.

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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 post-effective amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Van Buren Township, in the State of Michigan, on March 8, 2007.
         
    VISTEON CORPORATION
 
       
 
  By   /s/ John Donofrio
 
     
 
           John Donofrio
 
      Senior Vice President and General Counsel
     Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment No. 1 to the registration statement has been signed on March 8, 2007, by the following persons in the capacities and on the dates indicated.
     
Signature   Title
 
   
    /s/ Michael F. Johnston*
  Chairman of the Board of Directors and
 
   
Michael F. Johnston
  Chief Executive Officer (principal executive officer)
 
   
    /s/ James F. Palmer*
  Executive Vice President and Chief Financial Officer
 
   
James F. Palmer
  (principal financial officer)
 
   
    /s/ William G. Quigley III*
  Senior Vice President, Corporate Controller
 
   
William G. Quigley III
  and Chief Accounting Officer (principal accounting officer)
 
   
    /s/ William H. Gray, III*
 
  Director
William H. Gray, III
   
 
   
    /s/ Patricia Higgins*
 
Patricia Higgins
  Director
 
   
    /s/ Karl J. Krapek*
 
  Director
Karl J. Krapek
   
 
   
    /s/ Charles L. Schaffer*
 
  Director
Charles L. Schaffer
   
 
   
    /s/ Donald J. Stebbins*
 
  Director, President and Chief Operating Officer
Donald J. Stebbins
   
 
   
    /s/ Richard J. Taggart*
 
  Director
Richard J. Taggart
   
 
   
    /s/ James D. Thornton*
 
  Director
James D. Thornton
   
 
   
    /s/ Kenneth B. Woodrow*
 
  Director
Kenneth B. Woodrow
   
         
*By:
  /s/ John Donofrio    
 
 
   
 
  John Donofrio    
 
  Attorney-in-Fact    

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     Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this post-effective amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Van Buren Township, in the State of Michigan, on March 8, 2007.
         
    VISTEON INVESTMENT PLAN
 
       
 
  By   /s/ Dorothy L. Stephenson
 
     
 
      Dorothy L. Stephenson
 
      Visteon Investment Plan, Administrative Committee

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EXHIBIT INDEX
     
Exhibit    
Number   Exhibit Name
 
24.1
  Powers of Attorney relating to execution of this post-effective amendment No. 1 to the registration statement.

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