As filed with the Securities and Exchange Commission on May 18, 2018
Registration No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Ireland
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Allegion Public Limited Company
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98-1108930
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Delaware
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Allegion US Holding Company Inc.
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35-2483885
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Exact Name of Registrant as Specified in
Its Charter)
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(I.R.S. Employer
Identification Number)
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Allegion Public Limited Company
Allegion US Holding Company Inc.
c/o Allegion plc
Block D
Iveagh Court
Dublin 2, Ireland
+(353)
(1) 2546200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive
Offices)
Jeffrey N. Braun
Senior
Vice President, General Counsel and Secretary
11819 North Pennsylvania Street
Carmel, Indiana 46032
(317)
810-3700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
With copies to:
Joshua Ford Bonnie
Simpson
Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
aggregate
offering price (1)
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Amount of
registration fee (1)
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Debt securities of Allegion plc
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Debt securities of Allegion US Holding Company Inc.
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Guarantees of Allegion plc (2)
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Guarantees of Allegion US Holding Company Inc. (2)
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Ordinary shares of Allegion plc
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Preferred shares of Allegion plc
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Depositary shares of Allegion plc
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Share purchase contracts of Allegion plc
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Share purchase units of Allegion plc
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Warrants of Allegion plc
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(1)
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An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. The Registrants are deferring payment of the registration fee pursuant to Rule
456(b) under the Securities Act and are omitting this information in reliance on Rule 456(b) and Rule 457(r) under the Securities Act.
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(2)
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No separate consideration will be received for any guarantee of debt securities.
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