Securities Registration (section 12(b)) (8-a12b)
August 08 2018 - 6:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Thermo Fisher
Scientific Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
04-2209186
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
168 Third Avenue
Waltham, Massachusetts
|
|
02451
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Thermo Fisher Scientific (Finance I) B.V.
(Exact name of registrant as specified in its charter)
|
|
|
The Netherlands
|
|
98-1315372
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
Takkebijsters 1
4817BL Breda
The
Netherlands
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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
|
Floating Rate Senior Notes due 2020
|
|
New York Stock Exchange LLC
|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form
relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act
registration statement or Regulation A offering statement file number to which this form relates (if applicable):
333-209687
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Thermo Fisher Scientific Inc. (Thermo Fisher) and Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher
International and together with Thermo Fisher, the Registrants) have filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
Securities Act), a prospectus supplement, dated August 6, 2018 (the Prospectus Supplement), and the accompanying prospectus, dated August 1, 2016 (the Base Prospectus). The Prospectus Supplement relates
to the offering of 600,000,000 aggregate principal amount of Floating Rate Senior Notes due 2020 (the Notes) to be issued by Thermo Fisher International. The Notes will be fully and unconditionally guaranteed by Thermo Fisher. The
Base Prospectus forms a part of the Registrants Post-Effective Amendment No. 1 to Registration Statement on Form
S-3
(File
No. 333-209867),
filed with
the Commission on August 1, 2016, which amends the Registration Statement on Form
S-3
(File
No. 333-209867),
filed with the Commission by Thermo Fisher on
March 1, 2016 (as amended, the Registration Statement).
Item 1. Description of Registrants Securities to be Registered.
The descriptions under the heading Description of the Notes in the Prospectus Supplement and Description of Thermo
Fisher International Debt Securities in the Base Prospectus are incorporated by reference herein. Copies of such descriptions will be filed with The New York Stock Exchange.
Item 2. Exhibits.
|
|
|
Exhibit No.
|
|
Description
|
|
|
4.1
|
|
Indenture, dated as of August 9, 2016, by and among Thermo Fisher International, as issuer, Thermo Fisher, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1
of Thermo Fishers Current Report on Form
8-K
filed with the Commission on August 9, 2016).
|
|
|
4.2
|
|
Second Supplemental Indenture, dated as of August 8, 2018, by and among Thermo Fisher International, as issuer, Thermo Fisher, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by
reference to Exhibit 4.2 of Thermo Fishers Current Report on Form
8-K
filed with the Commission on August 8, 2018).
|
|
|
4.3
|
|
Paying Agency Agreement, dated as of August 8, 2018, by and between Thermo Fisher International, as issuer, and The Bank of New York Mellon, London Branch, as paying agent (incorporated by reference to Exhibit 4.3 of Thermo
Fishers Current Report on Form
8-K
filed with the Commission on August 8, 2018).
|
|
|
4.4
|
|
Calculation Agency Agreement, dated as of August 8, 2018, by and between Thermo Fisher International and The Bank of New York Mellon, London Branch, as calculation agent (incorporated by reference to Exhibit 4.4 of Thermo
Fishers Current Report on Form
8-K
filed with the Commission on August 8, 2018).
|
|
|
4.5
|
|
Form of Floating Rate Senior Notes due 2020 (included in Exhibit 4.2).
|
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, each Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
|
|
|
|
|
THERMO FISHER SCIENTIFIC INC.
|
|
|
|
Date: August 8, 2018
|
|
By:
|
|
/s/ Michael A. Boxer
|
|
|
|
|
Name: Michael A. Boxer
Title: Senior Vice
President and General Counsel
|
|
|
|
|
THERMO FISHER SCIENTIFIC (FINANCE I) B.V.
|
|
|
|
Date: August 8, 2018
|
|
By:
|
|
/s/ Anthony H. Smith
|
|
|
|
|
Name: Anthony H. Smith
Title: Managing
Director
|
Thermo Fisher Scientific (NYSE:TMO)
Historical Stock Chart
From Apr 2024 to May 2024
Thermo Fisher Scientific (NYSE:TMO)
Historical Stock Chart
From May 2023 to May 2024