Securities Registration (section 12(b)) (8-a12b)
September 12 2016 - 6:42AM
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 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Thermo Fisher
Scientific Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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04-2209186
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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168 Third Avenue
Waltham, Massachusetts
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02451
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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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0.750% Senior Notes due 2024
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New York Stock Exchange LLC
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1.375% Senior Notes due 2028
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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), 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 Companys 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.
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Description of Registrants Securities to be Registered.
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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.
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Exhibit No.
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Description
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4.1
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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 Companys Current Report on Form 8-K filed with the SEC
on November 20, 2009 (File No. 001-08002)).
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4.2
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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 Companys Current Report on Form 8-K filed with the Commission on September 12, 2016 (File No. 001-08002)).
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4.3
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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 Companys Current Report on
Form 8-K filed with the Commission on September 12, 2016 (File No. 001-08002)).
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4.4
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Form of 0.750% Senior Notes due 2024 (included in Exhibit 4.2).
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4.5
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Form of 1.375% Senior Notes due 2028 (included in Exhibit 4.2).
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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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THERMO FISHER SCIENTIFIC INC.
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Date: September 12, 2016
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By:
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/s/ Seth H. Hoogasian
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Name: Seth H. Hoogasian
Title: Senior Vice
President, General Counsel and Secretary
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