Securities Registration (section 12(b)) (8-a12b)
September 14 2018 - 3:41PM
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
INTERNATIONAL
FLAVORS & FRAGRANCES INC.
(Exact name of Registrant as specified in its charter)
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New York
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95-3540776
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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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521 West 57th Street
New York, New York
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10019
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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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6.00% Tangible Equity Units
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The New York Stock Exchange
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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) or (e), 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) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities Act registration statement file number to which this form relates:
333-209889
Securities
to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
International Flavors & Fragrances Inc. (the Registrant) registers hereunder its 6.00% Tangible Equity Units (the
Units). For a description of the Units, reference is made to the information under the heading (i) Description of the Units in the prospectus supplement dated September 12, 2018 (the Prospectus Supplement) filed
by the Registrant with the U.S. Securities and Exchange Commission (the Commission) on September 14, 2018 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus dated August 6, 2018 (the
Prospectus) filed as part of the Registrants registration statement on Form
S-3,
as amended (File
No. 333-209889),
as filed with the Commission on
August 6, 2018 and (ii) Description of Units in the Prospectus. Each Unit is comprised of a prepaid stock purchase contract and a senior amortizing note. For a description of the prepaid stock purchase contract, reference is made to
the information under the heading (i) Description of the Purchase Contracts in the Prospectus Supplement, (ii) Description of Purchase Contracts in the Prospectus and (iii) Description of Common Stock in the
Prospectus. For a description of the senior amortizing note, reference is made to the information under the heading (i) Description of the Amortizing Notes in the Prospectus Supplement and (ii) Description of Debt Securities
in the Prospectus. Each such description referred to above, and the Prospectus and Prospectus Supplement, is hereby incorporated herein by reference and made part of this registration statement in its entirety.
Item 2. Exhibits.
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Exhibit No.
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Description
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4.1
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Restated Certificate of Incorporation of International Flavors & Fragrances Inc., incorporated by reference to Exhibit 10(g) to the Registrants Quarterly Report on Form
10-Q
filed on August 12, 2002.
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4.2
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By-laws
of International Flavors & Fragrances Inc., incorporated by reference to Exhibit 3(ii) to the Registrants Current Report on Form
8-K
filed on May 3, 2018.
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4.3
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Specimen Certificate of International Flavors & Fragrances Inc.s Common Stock, incorporated by reference to Exhibit 4(b) to the Registrants Registration Statement on Form
S-3
(File
No. 333-46932),
filed on September 29, 2000.
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4.4
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Indenture, dated as of March 2, 2016, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Registrants Registration
Statement on Form
S-3
(File
No. 333-209889)
filed on March 2, 2016.
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4.5
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Third Supplemental Indenture between International Flavors & Fragrances Inc. and U.S. Bank National Association, as Trustee (including the form of amortizing note).*
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4.6
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Purchase Contract Agreement between International Flavors & Fragrances Inc. and U.S. Bank National, as Purchase Contract Agent,
Attorney-in-Fact
for the Holders, and as Trustee (including the form of unit and form of purchase contract).*
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99.1
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Prospectus supplement dated September 12, 2018 relating to the Units and the accompanying prospectus dated August 6, 2018, as amended, filed on September 14, 2018 (File
No. 333-209889)
(incorporated by reference herein).
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*
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To be filed as an exhibit to a Current Report on Form
8-K
and
incorporated by reference herein.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned hereunto duly authorized.
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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Date: September 14, 2018
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By:
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/s/ Richard A. OLeary
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Name:
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Richard A. OLeary
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Title:
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Executive Vice President and Chief Financial Officer
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