Securities Registration (section 12(b)) (8-a12b)
July 26 2016 - 5:02PM
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
Microsoft Corporation.
(Exact name of Registrant as specified in its charter)
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Washington
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91-1144442
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Microsoft Way, Redmond, Washington
(Address of principal executive offices) (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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2.125% Notes due 2021
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New York Stock Exchange LLC
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3.125% Notes due 2028
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New York Stock Exchange LLC
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2.625% Notes due 2033
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New York Stock Exchange LLC
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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), please 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), please check the following box.
¨
Securities Act registration statement file number to which this form relates:
333-184717
(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
On April 26, 2013, Microsoft Corporation (the
Company
) filed with the U.S. 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 April 25, 2013 (the
April Prospectus Supplement
) to a
prospectus dated November 2, 2012 contained in the Companys effective Registration Statement on Form S-3 (Registration No. 333-184717) (the
Registration Statement
), which Registration Statement was filed with the
Commission on November 2, 2012 (the
Prospectus
), relating to the Companys 2.625% Notes due 2033 (the
2033 Notes
). On December 4, 2013, the Company filed with the Commission pursuant to Rule
424(b) under the Securities Act, a prospectus supplement dated December 3, 2013 (the
December Prospectus Supplement
) to the Prospectus, relating to the Companys 2.125% Notes due 2021 (the
2021 Notes
)
and 3.125% Notes due 2028 (the
2028 Notes
and together with the 2033 Notes and the 2021 Notes, the
Notes
). The Company incorporates by reference the Prospectus, the April Prospectus Supplement and the December
Prospectus Supplement to the extent set forth below.
The Notes have been trading on the Global Exchange Market (the GEM), which is the exchange
regulated market of the Irish Stock Exchange. Once trading of the Notes begins on the New York Stock Exchange LLC, the Company expects to initiate proceedings to remove the Notes from the GEM.
Item 1.
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Description of Registrants Securities to be Registered
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With respect to the 2021 Notes and 2028 Notes, the
information required by this item is incorporated by reference from the information with respect to such securities contained in the sections captioned Description of the Notes and Material U.S. Federal Income Tax
Considerations in the December Prospectus Supplement and Description of the Debt Securities in the Prospectus.
With respect to the 2033 Notes,
the information required by this item is incorporated by reference from the information with respect to such securities contained in the sections captioned Description of the Notes and Material U.S. Federal Income Tax
Considerations in the April Prospectus Supplement and Description of the Debt Securities in the Prospectus.
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Exhibit
Number
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Exhibit Description
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4.1
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Indenture, dated as of May 18, 2009 (the
Base Indenture
), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Trustee
), (incorporated herein by reference
from Exhibit 4.1 to the Registration Statement filed with the Commission on November 2, 2012).
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4.2
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Fifth Supplemental Indenture, dated as of May 2, 2013, among the Company, the Trustee and The Bank of New York Mellon, London Branch, as London paying agent, to the Base Indenture (incorporated herein by reference from Exhibit 4.1
to the Current Report on Form 8-K filed with the Commission on May 1, 2013).
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4.3
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Form of Global Note representing the 2033 Notes (included in Exhibit 4.2 hereof).
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4.4
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Seventh Supplemental Indenture, dated as of December 6, 2013, among Microsoft Corporation, the Trustee, and The Bank of New York Mellon, London Branch, as London paying agent, to the Base Indenture (incorporated herein by reference
from Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Commission on December 6, 2013).
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4.5
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Form of Global Note representing the 2021 Notes (included in Exhibit 4.4 hereof).
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4.6
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Form of Global Note representing the 2028 Notes (included in Exhibit 4.4 hereof).
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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.
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Date: July 26, 2016
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Microsoft Corporation
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By:
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/s/ Keith R. Dolliver
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Name: Keith R. Dolliver
Title: Assistant Secretary
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