As filed with the Securities and Exchange Commission on
February 19, 2008
File No. 001-33794
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
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
BATESVILLE HOLDINGS,
INC.
(Exact Name of Registrant as
Specified in Its Charter)
(Name to be changed to
Hillenbrand, Inc.)
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Indiana
(State or Other
Jurisdiction
of Incorporation or Organization)
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26-1342272
(I.R.S. Employer
Identification No.)
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One Batesville Boulevard
Batesville, Indiana
(Address of Principal
Executive Offices)
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47006
(Zip
Code)
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Registrant’s telephone number, including area code:
812-934-7500
Copies of
correspondence to:
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John R. Zerkle
Batesville Holdings, Inc.
One Batesville Boulevard
Batesville, Indiana 47006
(812) 931-3832
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Patrick D. de Maynadier
Hillenbrand Industries, Inc.
1069 State Route 46 East
Batesville, Indiana 47006
(812) 931-2304
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Charles H. Still, Jr.
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
(713) 221-3309
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Securities to be registered pursuant to Section 12(b) of
the Act:
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Title of Each Class
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Name of Each Exchange on Which
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to be so Registered
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Each Class is to be Registered
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Common Stock, without par value
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New York Stock Exchange
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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):
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o Large
accelerated filer
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o Accelerated
filer
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þ Non-accelerated
filer
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o Smaller
reporting company
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(Do not check if a smaller
reporting company)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Certain of the information required in this registration
statement is included in the information statement filed as
Exhibit 99.1 to this registration statement, as specified
below.
The information required by this item is contained in the
information statement under the headings “Business and
Properties,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,”
“Where You Can Find More Information” and “Index
to Financial Statements” (and in the financial statements
referenced therein) and is incorporated herein by reference.
The information required by this item is contained in the
information statement under the heading “Risk Factors”
and is incorporated herein by reference
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Item 2.
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Financial
Information.
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The information required by this item is contained in the
information statement under the headings “Selected
Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” and is incorporated herein by reference.
The information required by this item is contained in the
information statement under the heading “Business and
Properties” and is incorporated herein by reference.
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Item 4.
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Security
Ownership of Certain Beneficial Owners and
Management.
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The information required by this item is contained in the
information statement under the heading “Security Ownership
of Certain Beneficial Owners and Management” and is
incorporated herein by reference.
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Item 5.
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Directors
and Executive Officers.
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The information required by this item is contained in the
information statement under the heading “Management”
and is incorporated herein by reference.
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Item 6.
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Executive
Compensation.
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The information required by this item is contained in the
information statement under the headings “Management”
and “Executive Compensation” and is incorporated
herein by reference.
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Item 7.
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Certain
Relationships and Related Transactions, and Director
Independence.
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The information required by this item is contained in the
information statement under the headings “Arrangements
between Original Hillenbrand and New Hillenbrand,”
“Management” and “Transactions with Related
Persons” and is incorporated herein by reference.
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Item 8.
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Legal
Proceedings.
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The information required by this item is contained in the
information statement under the heading “Business and
Properties — Legal Proceedings” and is
incorporated herein by reference.
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Item 9.
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Market
Price of and Dividends on the Registrant’s Common Equity
and Related Stockholder Matters.
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The information required by this item is contained in the
information statement under the headings “The
Separation,” “Dividend Policy” and “Shares
Eligible for Future Sale” and is incorporated herein by
reference.
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Item 10.
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Recent
Sales of Unregistered Securities.
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On November 1, 2007, in connection with the organization of
the registrant, the registrant issued 100 shares of its
common stock to Hillenbrand Industries, Inc. for aggregate
consideration of $1,000. These shares of common stock were
issued without registration under the Securities Act of 1933, as
amended, in reliance on the exemption provided by
Section 4(2) of that Act. The registrant has not sold any
other securities.
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Item 11.
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Description
of Registrant’s Securities to be Registered.
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The information required by this item is contained in the
information statement under the heading “Description of New
Hillenbrand Capital Stock” and is incorporated herein by
reference.
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Item 12.
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Indemnification
of Directors and Officers.
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The information required by this item is contained in the
information statement under the heading “Description of New
Hillenbrand Capital Stock — Limitation on Liability of
Directors and Indemnification of Directors and Officers”
and is incorporated herein by reference.
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Item 13.
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Financial
Statements and Supplementary Data.
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The information required by this item is contained in the
information statement under the headings “Unaudited Pro
Forma Combined Financial Statements” and “Index to
Financial Statements” (and in the financial statements and
schedule referenced therein) and is incorporated herein by
reference.
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Item 14.
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Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.
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None.
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Item 15.
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Financial
Statements and Exhibits.
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(a) The information required by this item is contained in
the information statement under the heading “Index to
Financial Statements” and is incorporated herein by
reference.
Schedules not mentioned in the incorporated information have
been omitted because the information required to be set forth
therein is not applicable or the information is otherwise
included in the financial statements or notes thereto.
(b) The Exhibit Index that follows the signature page
sets forth the documents that are filed as exhibits hereto and
is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment no. 2 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
BATESVILLE HOLDINGS, INC.
Name: John R. Zerkle
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Title:
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Senior Vice President, General Counsel
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and Secretary
Dated: February 19, 2008
EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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2
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.1**
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Form of Distribution Agreement by and between Hillenbrand
Industries, Inc. and Batesville Holdings, Inc.
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3
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.1**
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Form of Restated and Amended Articles of Incorporation of
Batesville Holdings, Inc.
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3
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.2**
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Form of Amended and Restated Code of By-laws of Batesville
Holdings, Inc.
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10
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.1**
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Form of Tax Sharing Agreement between Hillenbrand Industries,
Inc. and Batesville Holdings, Inc.
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10
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.2**
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Form of Employee Matters Agreement between Hillenbrand
Industries, Inc. and Batesville Holdings, Inc.
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10
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.3**
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Form of Judgment Sharing Agreement between Hillenbrand
Industries, Inc., Batesville Holdings, Inc. and Batesville
Casket Company, Inc.
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10
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.4*
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Form of Employment Agreement between Batesville Holdings, Inc.
and certain executive officers, including the named executive
officers
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10
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.5*
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Form of Change in Control Agreement between Batesville Holdings,
Inc. and certain executive officers, including the named
executive officers
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10
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.6*
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Form of Indemnity Agreement between Batesville Holdings, Inc.
and certain executive officers, including the named executive
officers
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10
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.7*
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Form of Indemnity Agreement between Batesville Holdings, Inc.
and it non-employee directors
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10
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.8**
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Batesville Holdings, Inc. Stock Incentive Plan
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10
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.9*
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Form of Stock Award for executive officers under the Batesville
Holdings, Inc. Stock Incentive Plan
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10
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.10*
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Form of Stock Award for non-employee directors under the
Batesville Holdings, Inc. Stock Incentive Plan
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10
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.11*
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Form of Stock Option Agreement under the Batesville Holdings,
Inc. Stock Incentive Plan
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10
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.12*
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Batesville Holdings, Inc. Board of Directors’ Deferred
Compensation Plan
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10
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.13*
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Batesville Holdings, Inc. Short-Term Incentive Compensation Plan
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10
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.14**
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Batesville Holdings, Inc. Supplemental Executive Retirement Plan
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10
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.15*
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Batesville Holdings, Inc. Senior Executive Deferred Compensation
Program
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14
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.1*
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Form of Code of Ethical Business Conduct
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21
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.1*
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Subsidiaries of Batesville Holdings, Inc.
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99
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.1**
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Information Statement, subject to completion, dated
February 19, 2008
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99
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.2**
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Corporate Governance Standards for Board of Directors
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99
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.3**
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Charter of Audit Committee of Board of Directors
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99
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.4**
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Charter of Nominating/Corporate Governance Committee of Board of
Directors
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99
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.5**
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Charter of Compensation and Management Development Committee of
Board of Directors
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To be filed by amendment. |
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Filed herewith |