Post-effective Amendment to Registration Statement (pos Am)
September 23 2016 - 1:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on September 23, 2016
Registration Nos. 333-194744,
333-194744-01,
and 333 194744-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
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GlaxoSmithKline plc
(Exact name of Registrant as specified in
its charter)
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GlaxoSmithKline Capital Inc.
(Exact name of Registrant as specified in
its charter)
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GlaxoSmithKline Capital plc
(Exact name of Registrant as specified in
its charter)
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England and Wales
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Delaware
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England and Wales
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(State or other jurisdiction of incorporation
or organization)
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(State or other jurisdiction of
incorporation or organization)
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(State or other jurisdiction of incorporation or
organization)
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98-0607772
(I.R.S. Employer Identification No.)
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51-0332587
(I.R.S. Employer Identification No.)
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Not Applicable
(I.R.S. Employer Identification No.)
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980 Great West Road, Brentford
Middlesex TW8 9GS, England
+44 (0) 20 8047 5000
(Address and telephone number of
Registrant’s principal executive
offices)
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1105 North Market Street, Suite 622
Wilmington, Delaware 19801
+1 (302) 651-8319
(Address and telephone number of
Registrant’s principal executive
offices)
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980 Great West Road, Brentford
Middlesex TW8 9GS, England
+44 (0) 20 8047 5000
(Address and telephone number of
Registrant’s principal executive
offices)
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GlaxoSmithKline Capital Inc.
1105 North Market Street, Suite 1300
Wilmington, Delaware 19801
+1 (302) 651-8300
(
Name, address and telephone number of
agent for service
)
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Copies to
:
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William Mosher, Esq.
Vice President and Associate General
Counsel, Legal Operations—
Corporate and CBS
GlaxoSmithKline LLC
5 Crescent Drive
Philadelphia, PA 19112
+1 (215) 751 4000
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Sebastian R. Sperber, Esq.
Cleary Gottlieb Steen & Hamilton LLP
City Place House
55 Basinghall Street
London EC2V 5EH, England
+44 (0) 20 7614 2237
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Edward F. Petrosky, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 (212) 839 5300
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Approximate date of commencement
of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box.
¨
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is filed as a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES AND WITHDRAWAL
OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”) relates to the Registration Statement on Form F-3 (File Nos. 333-194744, 333-194744-01 and 333-194744-02) (the
“Registration Statement”) filed by GlaxoSmithKline plc, GlaxoSmithKline Capital Inc. and GlaxoSmithKline Capital plc
(together, the “Registrants”) with the Securities and Exchange Commission on March 21, 2014.
The Registrants are withdrawing this Registration Statement,
including the prospectus and exhibits thereto, and, by means of this Post-Effective Amendment, removing from registration the securities
that had been registered for issuance but remain unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on the 23
rd
day of September,
2016.
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GLAXOSMITHKLINE PLC
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By:
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/s/ Simon Dingemans
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Name:
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Simon Dingemans
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Title:
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Chief Financial Officer
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No other person
is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities
Act of 1933, as amended
.
Pursuant to the requirements
of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in London, England, on the 23
rd
of September, 2016.
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GLAXOSMITHKLINE CAPITAL INC.
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By:
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/s/ Simon Dingemans
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Name:
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Simon Dingemans
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Title:
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President
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No other person is required to sign this Post-Effective
Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
Pursuant to the requirements
of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in London, England, on the 23
rd
day of September, 2016.
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GLAXOSMITHKLINE CAPITAL PLC
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By:
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/s/ Simon Dingemans
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Name:
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Simon Dingemans
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Title:
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Director
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No other person is required to sign this Post-Effective
Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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