Securities Registration (section 12(b)) (8-a12b)
November 20 2020 - 4:06PM
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
ABBVIE
INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
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32-0375147
(I.R.S. Employer Identification No.)
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1 North Waukegan Road
North Chicago, Illinois
(Address of principal executive offices)
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60064-6400
(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
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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0.500% Senior Notes due 2021
1.500% Senior Notes due 2023
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New York Stock Exchange
New York Stock Exchange
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1.250% Senior Notes due 2024
2.625% Senior Notes due 2028
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New York Stock Exchange
New York Stock Exchange
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2.125% Senior Notes due 2029
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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
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:
333-249277
Securities to be registered pursuant to
Section 12(g) of the Act:
None
Item 1. Description of Registrant’s Securities to be
Registered.
The securities to be registered hereunder are (i) 0.500% Senior
Notes due 2021, (ii) 1.500% Senior Notes due 2023, (iii) 1.250% Senior Notes due 2024, (iv) 2.625% Senior Notes due 2028 and (v)
2.125% Senior Notes due 2029 (collectively, the “Notes”) of AbbVie Inc., a Delaware corporation (“AbbVie”
or the “Registrant”). Descriptions of the general terms and provisions of the Notes are set forth under the
caption “Description of Notes” in the prospectus dated October 19, 2020, included in the Registrant’s registration
statement on Form S-4 (File No. 333-249277) that was filed with the Securities and Exchange Commission on October 2, 2020 and became
effective on October 16, 2020, and are incorporated by reference herein.
Item 2. Exhibits.
The following exhibits are incorporated
herein by reference:
Exhibit
Number
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Description
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4.1
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Indenture, dated as of November 8, 2012, between AbbVie Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Amendment No. 5 to AbbVie’s Registration Statement on Form 10 filed on November 16, 2012)
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4.2
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Supplemental Indenture No. 9, dated May 14, 2020, among AbbVie Inc., U.S. Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services DAC, U.K. Branch, as paying agent (including the forms of Global Notes attached as Exhibits A-2, A-3, A-4, A-5 and A-6 to the Supplemental Indenture No. 9) (incorporated by reference to Exhibit 4.15 to AbbVie’s Current Report on Form 8-K filed on May 14, 2020)
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4.3
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Agency Agreement, dated May 14, 2020, among AbbVie Inc., U.S. Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services DAC, U.K. Branch, as paying agent and calculation agent (incorporated by reference to Exhibit 4.16 to AbbVie’s Current Report on Form 8-K filed on May 14, 2020)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
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ABBVIE INC.
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Date: November 20, 2020
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By:
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/s/ Robert A. Michael
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Name:
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Robert A. Michael
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Title:
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Executive Vice President, Chief Financial Officer
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