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

 

 

 

GlaxoSmithKline plc		GlaxoSmithKline Capital Inc.
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

 

 

 

England and Wales		Delaware
(Jurisdiction of incorporation or organization)		(Jurisdiction of incorporation or organization)
98-0607772		Not Applicable
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)
980 Great West Road, Brentford Middlesex TW8 9GS, England		1105 North Market Street, Suite 1300 Wilmington, Delaware 19801 United States
(Address of principal executive offices)		(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which     each class is to be registered
3.375% Notes due 2023 3.625% Notes due 2025 3.875% Notes due 2028		New York Stock Exchange New York Stock Exchange New York Stock Exchange

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), please 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), please check the following box.  ☐

Securities Act registration statement file numbers to which this form relates:

333-223982; 333-223982-01

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

 

 

 

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Item 1.

Description of Registrants’ Securities to be Registered.

For a description of the securities to be registered hereunder, reference is made to the information under the heading “Description of Debt Securities” on pages 9 through 20 of the Prospectus dated March 28, 2018 included in the registration statement on Form F-3 (Registration Nos. 333-223982 and 333-223982-01) of GlaxoSmithKline plc and GlaxoSmithKline Capital Inc., as supplemented by the information under the heading “Description of the Notes” on pages S-17 through S-25 of the related Prospectus Supplement, dated May 10, 2018, which information is incorporated by reference and made part of this registration statement in its entirety.

 

Item 2.

Exhibits.

The securities to be registered hereunder are expected to be listed on the New York Stock Exchange, the exchange on which certain other securities of GlaxoSmithKline plc and GlaxoSmithKline Capital Inc. are currently registered. Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Securities and Exchange Commission in connection with this Registration Statement:

 

1.1.

Prospectus dated March 28, 2018 and Prospectus Supplement dated May 10, 2018, incorporated by reference to the registrants’ filing under Rule 424(b)(2) dated May 10, 2018 (Registration Nos. 333-223982 and 333-223982-01).

 

1.2

Indenture, dated as of April 6, 2004, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (as successor to Law Debenture Trust Company of New York, pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among GlaxoSmithKline Capital Inc., Law Debenture Trust Company of New York and Deutsche Bank Trust Company Americas) (the “trustee”), incorporated by reference to Exhibit 4.3 of the registrants’ Report of Foreign Issuer on Form 6-K (File No. 001-15170), filed with the Securities and Exchange Commission on April 7, 2004.

 

1.3

First Supplemental Indenture, dated as of March 18, 2013, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and the trustee, incorporated by reference to Exhibit 4.1 of the registrants’ Report of Foreign Issuer on Form 6-K (File No. 001-15170 / Film No. 13696882), filed with the Securities and Exchange Commission on March 18, 2013.

 

1.4

Second Supplemental Indenture, dated as of March 21, 2014, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and the trustee, incorporated by reference to Exhibit 4.5 of the registrants’ Registration Statement on Form F-3 (File Nos. 333-217125 and 333-217125-01), filed with the Securities and Exchange Commission on April 3, 2017.

 

1.5

Third Supplemental Indenture dated as of May 15, 2018 among GlaxoSmithKline plc, as guarantor, GlaxoSmithKline Capital Inc., as issuer, and the trustee, incorporated by reference to Exhibit 4.2 of the registrants’ Report of Foreign Issuer on Form 6-K (File No. 001-15170), filed with the Securities and Exchange Commission on May 15, 2018.

 

1.6

Form of Global Note for 3.375% Notes due 2023.

 

1.7

Form of Global Note for 3.625% Notes due 2025.

 

1.8

Form of Global Note for 3.875% Notes due 2028.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the registrants has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 15, 2018

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INDEX TO EXHIBITS

 

Exhibit No.		Exhibit
1.1		Prospectus dated March 28, 2018 and Prospectus Supplement dated May 10, 2018, incorporated by reference to the registrants’ filing under Rule 424(b)(2) dated May 10, 2018 (Registration Nos. 333-223982 and 333-223982-01).
1.2		Indenture, dated as of April 6, 2004, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (as successor to Law Debenture Trust Company of New York, pursuant to an Instrument of Resignation, Appointment and Acceptance dated April 12, 2017, among GlaxoSmithKline Capital Inc., Law Debenture Trust Company of New York and Deutsche Bank Trust Company Americas) (the “trustee”), incorporated by reference to Exhibit 4.3 of the registrants’ Report of Foreign Issuer on Form 6-K (File No. 001-15170), filed with the Securities and Exchange Commission on April 7, 2004.
1.3		First Supplemental Indenture, dated as of March 18, 2013, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and the trustee, incorporated by reference to Exhibit 4.1 of the registrants’ Report of Foreign Issuer on Form 6-K (File No. 001-15170 / Film No. 13696882), filed with the Securities and Exchange Commission on March 18, 2013.
1.4		Second Supplemental Indenture, dated as of March 21, 2014, among GlaxoSmithKline Capital Inc., GlaxoSmithKline plc, as guarantor, and the trustee, incorporated by reference to Exhibit 4.5 of the registrants’ Registration Statement on Form F-3 (File Nos. 333-217125 and 333-217125-01), filed with the Securities and Exchange Commission on April 3, 2017.
1.5		Third Supplemental Indenture dated as of May 15, 2018 among GlaxoSmithKline plc, as guarantor, GlaxoSmithKline Capital Inc., as issuer, and the trustee, incorporated by reference to Exhibit 4.2 of the registrants’ Report of Foreign Issuer on Form 6-K (File No. 001-15170), filed with the Securities and Exchange Commission on May 15, 2018.
1.6		Form of Global Note for 3.375% Notes due 2023.
1.7		Form of Global Note for 3.625% Notes due 2025.
1.8		Form of Global Note for 3.875% Notes due 2028.