8-A12B

 

 

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

 

 

Thermo Fisher Scientific Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   04-2209186

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification No.)

168 Third Avenue

Waltham, Massachusetts

   02451
(Address of principal executive offices)   (Zip Code)

 

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

0.750% Senior Notes due 2024   New York Stock Exchange LLC
1.375% Senior Notes due 2028  

 

 

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), 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), check the following box.  ¨

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

333-209867

(If applicable)

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

None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Thermo Fisher Scientific Inc. (the “Company”) has 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 7, 2016 (the “Prospectus Supplement”), and the accompanying prospectus, dated August 1, 2016 (the “Base Prospectus”). The Prospectus Supplement relates to the Company’s offering of €1,000,000,000 aggregate principal amount of its 0.750% Senior Notes due 2024 (the “2024 Notes”) and €600,000,000 aggregate principal amount of its 1.375% Senior Notes due 2028 (the “2028 Notes,” and together with the 2024 Notes, the “Notes”). The Base Prospectus forms a part of the Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-209867), filed with the Commission on August 1, 2016, which amends the Registration Statement on Form S-3 (File No. 333-209867), filed with the Commission on March 1, 2016.

 

Item 1. Description of Registrant’s Securities to be Registered.

The descriptions under the heading “Description of the Notes” in the Prospectus Supplement and “Description of Thermo Fisher Debt Securities” in the Base Prospectus are incorporated by reference herein. Copies of such descriptions will be filed with The New York Stock Exchange.

 

Item 2. Exhibits.

 

Exhibit No.

   

Description

4.1    Indenture, dated as of November 20, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2009 (File No. 001-08002)).
4.2    Thirteenth Supplemental Indenture, dated as of September 12, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, including forms of the Notes (incorporated herein by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Commission on September 12, 2016 (File No. 001-08002)).
4.3    Paying Agency Agreement, dated as of September 12, 2016, between the Company and The Bank of New York Mellon, London Branch, as paying agent (incorporated herein by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the Commission on September 12, 2016 (File No. 001-08002)).
4.4    Form of 0.750% Senior Notes due 2024 (included in Exhibit 4.2).
4.5    Form of 1.375% Senior Notes due 2028 (included in Exhibit 4.2).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  THERMO FISHER SCIENTIFIC INC.
Date: September 12, 2016   By:  

/s/ Seth H. Hoogasian

   

Name: Seth H. Hoogasian

Title: Senior Vice President, General Counsel and Secretary