Securities Registration (section 12(b)) (8-a12b)
May 15 2018 - 5:24PM
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GlaxoSmithKline plc
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GlaxoSmithKline Capital Inc.
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(Exact name of registrant as specified in its charter)
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(Exact name of registrant as specified in its charter)
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England and Wales
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Delaware
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(Jurisdiction of incorporation or organization)
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(Jurisdiction of incorporation or organization)
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98-0607772
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Not Applicable
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(I.R.S. Employer Identification No.)
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(I.R.S. Employer Identification No.)
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980 Great West Road, Brentford
Middlesex TW8 9GS, England
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1105 North Market Street, Suite 1300
Wilmington, Delaware 19801
United States
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(Address of principal executive offices)
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(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be
so registered
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Name of each exchange on which
each class is to be
registered
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3.375% Notes due 2023
3.625% Notes due 2025
3.875% Notes due 2028
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New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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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), please 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), please check the following box. ☐
Securities Act registration statement file numbers to which this form relates:
333-223982;
333-223982-01
Securities to be registered pursuant
to Section 12(g) of the Act:
None
(Title of class)
Item 1.
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Description of Registrants Securities to be Registered.
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For a description of the
securities to be registered hereunder, reference is made to the information under the heading Description of Debt Securities on pages 9 through 20 of the Prospectus dated March 28, 2018 included in the registration statement on Form
F-3
(Registration Nos.
333-223982
and
333-223982-01)
of GlaxoSmithKline plc and
GlaxoSmithKline Capital Inc., as supplemented by the information under the heading Description of the Notes on pages
S-17
through
S-25
of the related
Prospectus Supplement, dated May 10, 2018, which information is incorporated by reference and made part of this registration statement in its entirety.
The securities to be registered hereunder are expected to be listed on the
New York Stock Exchange, the exchange on which certain other securities of GlaxoSmithKline plc and GlaxoSmithKline Capital Inc. are currently registered. Pursuant to the Instructions as to Exhibits with respect to Form
8-A,
the following exhibits are being filed with the Securities and Exchange Commission in connection with this Registration Statement:
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1.1.
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Prospectus dated March 28, 2018 and Prospectus Supplement dated May 10, 2018, incorporated by reference to the registrants filing under Rule 424(b)(2) dated May 10, 2018 (Registration Nos.
333-223982
and
333-223982-01).
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1.2
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Indenture, dated as of April 6, 2004, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (as successor to Law Debenture Trust Company of New
York, pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among GlaxoSmithKline Capital Inc., Law Debenture Trust Company of New York and Deutsche Bank Trust Company Americas) (the
trustee), incorporated by reference to Exhibit 4.3 of the registrants Report of Foreign Issuer on Form
6-K
(File
No. 001-15170),
filed with the
Securities and Exchange Commission on April 7, 2004.
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1.3
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First Supplemental Indenture, dated as of March 18, 2013, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and the trustee, incorporated by reference to Exhibit 4.1 of the registrants
Report of Foreign Issuer on
Form 6-K
(File
No. 001-15170
/ Film No. 13696882), filed with the Securities and Exchange Commission on March 18, 2013.
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1.4
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Second Supplemental Indenture, dated as of March 21, 2014, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and the trustee, incorporated by reference to Exhibit 4.5 of the registrants
Registration Statement on Form
F-3
(File Nos.
333-217125
and
333-217125-01),
filed with
the Securities and Exchange Commission on April 3, 2017.
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1.5
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Third Supplemental Indenture dated as of May 15, 2018 among GlaxoSmithKline plc, as guarantor, GlaxoSmithKline Capital Inc., as issuer, and the trustee, incorporated by reference to Exhibit 4.2 of the
registrants Report of Foreign Issuer on Form
6-K
(File
No. 001-15170),
filed with the Securities and Exchange Commission on May 15, 2018.
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1.6
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Form of Global Note for 3.375% Notes due 2023.
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1.7
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Form of Global Note for 3.625% Notes due 2025.
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1.8
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Form of Global Note for 3.875% Notes due 2028.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the registrants has duly caused this
registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized.
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GLAXOSMITHKLINE CAPITAL INC.
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By:
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/s/ Sarah-Jane Chilver-Stainer
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Name:
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Sarah-Jane Chilver-Stainer
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Title:
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Officer
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GLAXOSMITHKLINE PLC
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By:
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/s/ Sarah-Jane Chilver-Stainer
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Name:
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Sarah-Jane Chilver-Stainer
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Title:
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Group Treasurer
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Date: May 15, 2018
INDEX TO EXHIBITS
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Exhibit No.
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Exhibit
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1.1
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Prospectus dated March 28, 2018 and Prospectus Supplement dated May 10, 2018, incorporated by reference to the registrants filing under Rule 424(b)(2) dated May 10, 2018 (Registration Nos.
333-223982
and
333-223982-01).
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1.2
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Indenture, dated as of April 6, 2004, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (as successor to Law Debenture Trust Company of New York,
pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among GlaxoSmithKline Capital Inc., Law Debenture Trust Company of New York and Deutsche Bank Trust Company Americas) (the trustee),
incorporated by reference to Exhibit 4.3 of the registrants Report of Foreign Issuer on Form
6-K
(File
No. 001-15170),
filed with the Securities and Exchange
Commission on April 7, 2004.
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1.3
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First Supplemental Indenture, dated as of March 18, 2013, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and the trustee, incorporated by reference to Exhibit 4.1 of the registrants Report of
Foreign Issuer on
Form 6-K
(File
No. 001-15170
/ Film No. 13696882), filed with the Securities and Exchange Commission on March 18, 2013.
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1.4
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Second Supplemental Indenture, dated as of March 21, 2014, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and the trustee, incorporated by reference to Exhibit 4.5 of the registrants Registration
Statement on Form
F-3
(File Nos.
333-217125
and
333-217125-01),
filed with the Securities
and Exchange Commission on April 3, 2017.
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1.5
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Third Supplemental Indenture dated as of May 15, 2018 among GlaxoSmithKline plc, as guarantor, GlaxoSmithKline Capital Inc., as issuer, and the trustee, incorporated by reference to Exhibit 4.2 of the registrants Report
of Foreign Issuer on Form
6-K
(File
No. 001-15170),
filed with the Securities and Exchange Commission on May 15, 2018.
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1.6
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Form of Global Note for 3.375% Notes due 2023.
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1.7
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Form of Global Note for 3.625% Notes due 2025.
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1.8
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Form of Global Note for 3.875% Notes due 2028.
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