Securities Registration (section 12(b)) (8-a12b)
December 12 2019 - 2:21PM
Edgar (US Regulatory)
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
AT&T Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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43-1301883
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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208 S. Akard Street
Dallas, Texas
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75202
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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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Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Perpetual Preferred Stock, Series A
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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 related 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:
333-231404 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
AT&T Inc. (the Company), hereby incorporates by reference the description of its depositary shares (the Depositary Shares), each
representing a 1/1,000th interest in a share of the Companys 5.000% Perpetual Preferred Stock, Series A (the Series A Preferred Stock), and the description of its Series A Preferred Stock contained in the Companys Prospectus,
dated May 13, 2019, under the headings Description of Depositary Shares We May Offer and Description of Preferred Stock We May Offer, respectively, and in the Companys Prospectus Supplement, dated December 5,
2019, under the headings Description of the Depositary Shares and Description of the 5.000% Perpetual Preferred Stock, Series A respectively, constituting part of the Registration Statement on Form S-3 (No. 333-231404)
previously filed with the Commission under the Securities Act of 1933, as amended. The Depositary Shares are expected to be listed on the New York Stock Exchange.
Item 2. Exhibits.
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Exhibit
Number
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Description
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3.1
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Restated Certificate of Incorporation of AT&T Inc. (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on December 16, 2013).
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3.2
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Certificate of Designations with respect to the Preferred Stock (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K, filed on December 12, 2019).
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3.3
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By-laws of AT&T Inc. (incorporated by reference to Exhibit 3 to the Companys Current Report on Form 8-K filed on July 3, 2019).
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4.1
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Certificate of Designations with respect to the Preferred Stock (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K, filed on December 12, 2019).
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4.2
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Deposit Agreement, dated December 12, 2019, among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary, and the holders from time to time of the depositary receipts described therein
(incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K, filed on December 12, 2019).
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4.3
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Form of Depositary Receipt (included as Exhibit A to Exhibit 4.2).
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SIGNATURES
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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AT&T INC.
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Date: December 12, 2019
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By:
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/s/ George B. Goeke
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George B. Goeke
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Senior Vice President and Treasurer
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