Securities Registration (section 12(b)) (8-a12b)
February 14 2020 - 3:46PM
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
TE CONNECTIVITY LTD.
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(Exact name of registrant as specified in its charter)
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Switzerland
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98-0518048
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. employer identification no.)
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Mühlenstrasse 26
CH-8200 Schaffhausen
Switzerland
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8200
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(Address of principal executive offices)
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(Zip Code)
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TYCO ELECTRONICS GROUP S.A.
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(Exact name of registrant as specified in its charter)
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Luxembourg
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98-0518566
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. employer identification no.)
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46 Place Guillaume II
L-1648 Luxembourg
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L-1648
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(Address of principal executive offices)
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(Zip Code)
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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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0.000% Senior Notes due 2025
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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) or (e), check the following box. x
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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. ¨
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Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-228859
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Securities to be registered pursuant to Section 12(g) of the Act:
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None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION
STATEMENT
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, a prospectus supplement, dated February 6, 2020 (the “Prospectus Supplement”) and the accompanying
prospectus, dated December 17, 2018 (the “Base Prospectus”). The Prospectus Supplement relates to the €550,000,000
aggregate principal amount of 0.000% Senior Notes due 2025 (the “Notes”) of Tyco Electronics Group S.A., which are
fully and unconditionally guaranteed by TE Connectivity Ltd. The Base Prospectus forms a part of the Registrants’ Registration
Statement on Form S-3 (File No. 333-228859), filed with the Commission on December 17, 2018.
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The information set
forth under the heading “Description of the Notes and the Guarantee” in the Prospectus Supplement is incorporated herein
by reference. Copies of such description will be filed with the New York Stock Exchange.
Exhibit
No.
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Description
of Exhibit
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4.1
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Indenture between Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd. (f/k/a Tyco Electronics Ltd.), as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated as of September 25, 2007 (incorporated by reference to Exhibit 4.1(a) to TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended September 28, 2007, filed with the Commission on December 14, 2007).
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4.2
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Sixteenth Supplemental Indenture, dated as of February 14, 2020, among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to TE Connectivity Ltd.’s Current Report on Form 8-K, filed with the Commission on February 14, 2020).
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4.3
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Form of 0.000% Senior Notes due 2025 (included in Exhibit 4.2).
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SIGNATURES
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
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TE CONNECTIVITY LTD.
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By:
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/s/ Harold G. Barksdale
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Name: Harold G. Barksdale
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Title: Vice President and Corporate Secretary
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TYCO ELECTRONICS GROUP S.A.
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By:
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/s/ Harold G. Barksdale
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Name: Harold G. Barksdale
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Title: Director
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Dated:
February 14, 2020
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