FORM 10-12B
As filed with the Securities and Exchange Commission on May 13, 2009
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form 10
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
Altisource Portfolio Solutions S.à r.l.
(to be converted into Altisource Portfolio Solutions S.A. in connection with the transactions described herein)
(Exact name of registrant as specified in its charter)
 
 
     
Luxembourg
(State or Other Jurisdiction of
Incorporation or Organization) 		  Not Applicable
(I.R.S. Employer
Identification Number)
 
2-8 Avenue Charles de Gaulle,
L-1653 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 72 391
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code:
407-737-5419
 
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, $1.00 par value per share
  Nasdaq Global Market
 
 
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 o Accelerated filer o Non-accelerated filer þ Smaller reporting company o
(Do not check if a smaller reporting company)
 

 

 
Altisource Portfolio Solutions S.à.r.l.
(to be converted into Altisource Portfolio Solutions S.A. in connection with the transactions described herein)
Cross-Reference Sheet Between the Information Statement and Items of Form 10
 
Our information statement may be found as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.
 
         
Item No.
 
Caption
 
Location in Information Statement
 
1.
  Business   See “Summary,” “Forward-Looking Statements,” “The Separation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”
         
1A.
  Risk Factors   See “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk” and “Forward-Looking Statements”
         
2.
  Financial Information   See “Summary,” “Risk Factors,” “Selected Financial Data,” “Unaudited Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
         
3.
  Properties   See “Business — Properties and Facilities”
         
4.
  Security Ownership of Certain Beneficial Owners and Management   See “Security Ownership of Certain Beneficial Owners and Management”
         
5.
  Directors and Executive Officers   See “Management”
         
6.
  Executive Compensation   See “Management”
         
7.
  Certain Relationships and Related Transactions, and Director Independence   See “Summary,” “Risk Factors,” “Relationship Between Ocwen and Us Following the Separation,” “Management” and “Certain Relationships and Related Party Transactions”
         
8.
  Legal Proceedings   See “Business — Legal Proceedings”
         
9.
  Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters   See “The Separation” and “Description of Capital Stock”
         
10.
  Recent Sales of Unregistered Securities   None
         
11.
  Description of Registrant’s Securities to be Registered   See “Description of Capital Stock”
         
12.
  Indemnification of Directors and Officers   See “Indemnification of Directors and Officers”
         
13.
  Financial Statements and Supplementary Data   See “Summary,” “Selected Financial Data,” “Unaudited Pro Forma Financial Information” and “Index to the Financial Statements” and the financial statements referenced therein
         
14.
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   None
         
15.
  Financial Statements and Exhibits   See “Index to Financial Statements” and the financial statements referenced therein


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(a) List of Financial Statements and Schedules.
 
The following financial statements are included in the information statement and filed as part of this registration statement on Form 10.
 
(1) Consolidated Financial Statements of Altisource Portfolio Solutions S.A., including Report of Independent Registered Certified Public Accounting Firm.
 
(2) Consolidated Financial Statements of Nationwide Credit, Inc. and Subsidiary for the period January 1, 2007 to June 5, 2007, including Report of Independent Auditors.
 
(3) Consolidated Financial Statements of Nationwide Credit, Inc. and Subsidiary for the Year Ended December 31, 2006, including Report of Independent Auditors.
 
(b) Exhibits. The following documents are filed as exhibits hereto.
 
         
Exhibit
 		   
Number
 
Exhibit Description
 
  2 .1   Form of Separation Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  3 .1   Articles of Incorporation of Altisource Portfolio Solutions S.A.*
  10 .1   Form of Transition Services Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  10 .2   Form of Tax Matters Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  10 .3   Form of Employee Matters Agreement between Altisource Portfolio Solutions S.A and Ocwen Financial Corporation*
  10 .4   Form of Intellectual Property Agreement between Altisource Portfolio Solutions S.A and Ocwen Financial Corporation*
  10 .5   Form of Services Agreement between Altisource Portfolio Solutions S.A and Ocwen Financial Corporation*
  10 .6   Form of Technology Products Services Agreement between Altisource Portfolio Solutions S.A and Ocwen Financial Corporation*
  10 .7   Form of Altisource Portfolio Solutions S.A. 2009 Equity Incentive Plan*
  10 .8   Employment Agreement by and between Altisource Portfolio Solutions S.A. and William B. Shepro*
  10 .9   Employment Agreement by and between Altisource Portfolio Solutions S.A. and Robert D. Stiles*
  10 .10   Employment Agreement by and between Altisource Portfolio Solutions S.A. and Kevin J. Wilcox*
  21     List of Subsidiaries of Altisource Portfolio Solutions S.A.*
  99 .1   Preliminary Information Statement of Altisource Portfolio Solutions S.A., subject to completion, dated May 13, 2009
 
 
* To be filed by amendment.


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SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Altisource Portfolio Solutions S.à r.l.
(to be converted into Altisource Portfolio Solutions S.A. in connection with the transactions described herein)
 
  By: 
/s/  Robert D. Stiles
Name:     Robert D. Stiles
Title:       Chief Financial Officer
 
Dated: May 13, 2009


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EXHIBIT INDEX
 
         
Exhibit
 		   
Number
 
Exhibit Description
 
  2 .1   Form of Separation Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  3 .1   Articles of Incorporation of Altisource Portfolio Solutions S.A.*
  10 .1   Form of Transition Services Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  10 .2   Form of Tax Matters Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  10 .3   Form of Employee Matters Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  10 .4   Form of Intellectual Property Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  10 .5   Form of Services Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  10 .6   Form of Technology Products Services Agreement between Altisource Portfolio Solutions S.A. and Ocwen Financial Corporation*
  10 .7   Form of Altisource Portfolio Solutions S.A. 2009 Equity Incentive Plan*
  10 .8   Employment Agreement by and between Altisource Portfolio Solutions S.A. and William B. Shepro*
  10 .9   Employment Agreement by and between Altisource Portfolio Solutions S.A. and Robert D. Stiles*
  10 .10   Employment Agreement by and between Altisource Portfolio Solutions S.A. and Kevin J. Wilcox*
  21     List of Subsidiaries of Altisource Portfolio Solutions S.A.*
  99 .1   Preliminary Information Statement of Altisource Portfolio Solutions S.A., subject to completion, dated May 13, 2009
 
 
* To be filed by amendment.


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