Securities Registration (section 12(b)) (8-a12b)
October 09 2019 - 4:44PM
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
ALLEGION
PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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Ireland
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98-1108930
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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Block D
Iveagh Court
Harcourt
Road
Dublin 2, Ireland
(Address of principal executive offices, including zip code)
ALLEGION US HOLDING COMPANY INC.
(Exact name of registrant as specified in its charter)
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Delaware
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35-2483885
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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11819 North Pennsylvania Street,
Carmel, Indiana 46032
(Address of principal executive offices, including zip code)
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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3.500% Senior Notes due 2029 (and the guarantee with respect thereto)
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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. ☒
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: 333-225019-01 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Allegion plc (Allegion) and Allegion US Holding Company Inc. (the Guarantor and, together with Allegion, 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
September 19, 2019 (the Prospectus Supplement), to a prospectus, dated May 18, 2018 (the Base Prospectus), contained in the Registrants effective Registration Statement on Form
S-3 (Registration No. 333-225019-01), filed with the Commission by the Registrants on May 18, 2018 (the
Registration Statement). The Prospectus Supplement relates to the $400,000,000 aggregate principal amount of 3.500% Senior Notes due 2029 (the Notes) issued by Allegion. The Notes are fully and unconditionally guaranteed by
the Guarantor.
Item 1.
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Description of Registrants Securities to be Registered.
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The description of the Notes contained under the heading Description of the Debt Securities in the Base Prospectus and under the
heading Description of the Notes in the Prospectus Supplement are incorporated herein by reference.
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Exhibit No.
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Description
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4.1
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Indenture, dated as of October 2, 2017, among Allegion plc, Allegion US Holding Company Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 4.1 to Allegions Current Report on Form 8-K (File No. 001-35971) filed with the Commission on October 2, 2017).
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4.2
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Third Supplemental Indenture, dated as of September 27, 2019, among Allegion plc, as issuer, Allegion US Holding Company Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated herein by
reference to Exhibit 4.2 to Allegions Current Report on Form 8-K (File No. 001-35971) filed with the Commission on September 27, 2019).
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4.3
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Form of 3.500% Senior Notes due 2029 (included in Exhibit 4.2).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this
Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized.
Date: October 9, 2019
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Allegion plc
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By:
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/s/ Patrick S. Shannon
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Name:
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Patrick S. Shannon
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Title:
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Senior Vice President and
Chief Financial
Officer
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Allegion US Holding Company Inc.
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By:
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/s/ Patrick S. Shannon
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Name:
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Patrick S. Shannon
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Title:
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Senior Vice President and
Chief Financial
Officer
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