8-A12B 1 tm2414563d23_8a12b.htm FORM 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

 

Amcor plc Amcor Finance (USA), Inc.
Jersey Delaware

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

   
98-1455367 95-4559504
(I.R.S Employer Identification No.) (I.R.S Employer Identification No.)
   
83 Tower Road North 2801 SW 149th Avenue, Suite 350
Warmley, Bristol BS30 8XP Miramar, Florida 33027
United Kingdom United States of America
+44 117 9753200 +1 954 499 4800

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

   
Amcor UK Finance plc Amcor Group Finance plc
United Kingdom United Kingdom

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

   
N/A N/A
(I.R.S Employer Identification No.) (I.R.S Employer Identification No.)
   
83 Tower Road North 83 Tower Road North
Warmley, Bristol BS30 8XP Warmley, Bristol BS30 8XP
United Kingdom United Kingdom
+44 117 9753200 +44 117 9753200

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

   
Amcor Pty Ltd Amcor Flexibles North America, Inc.
Australia Missouri

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

   
N/A 43-0178130
(I.R.S Employer Identification No.) (I.R.S Employer Identification No.)
   
Level 11, 60 City Road 2301 Industrial Drive
Southbank, Victoria 3006 Neenah, Wisconsin 54956
Australia United States of America
+61 3 9226 9000 +1 920 527-5500

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

 

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

 

Title of each class   Name of each exchange on which
to be registered   each class is to be registered
3.950% Guaranteed Senior Notes Due 2032   New York Stock Exchange

 

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. 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) or (e), check the following box. o

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-272449 (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

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

 

Amcor UK Finance plc (“Amcor UK”) registers hereunder its 3.950% Guaranteed Senior Notes Due 2032 (the “Notes”) and the corresponding guarantees of Amcor UK’s obligations under the Notes by each of Amcor plc, Amcor Finance (USA), Inc., Amcor Group Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Inc. (collectively, the “Guarantees” and, together with the Notes, the “Securities”). For a description of the Securities, reference is made to the information under the heading (i) “Description of the Securities” in Amcor UK’s prospectus supplement dated May 22, 2024 (the “Prospectus Supplement”), which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 23, 2024 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), supplementing the prospectus, dated May 17, 2024 (the “Prospectus”), which forms part of the registration statement on Form S-3 (No. 333-272449-03), which became effective upon its filing with the Commission under the Securities Act on June 6, 2023, as amended by post-effective amendment No. 1 thereto, which became effective upon its filing with the Commission on May 17, 2024, and (ii) “Description of Debt Securities and Guarantees” in the Prospectus. Each description referred to above is hereby incorporated by reference herein.

 

Item 2: Exhibits

 

Exhibit
No.
  Description
4.1   Indenture, dated as of May 29, 2024, among Amcor UK Finance plc, Amcor plc, Amcor Finance (USA), Inc., Amcor Group Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Inc. and Deutsche Bank Trust Company Americas, as trustee (including the guarantees) (incorporated herein by reference to Exhibit 4.1 to Amcor plc’s Current Report on Form 8-K filed on May 29, 2024).
4.2   Officer’s Certificate of Amcor UK Finance plc, dated May 29, 2024 (incorporated herein by reference to Exhibit 4.2 to Amcor plc’s Current Report on Form 8-K filed on May 29, 2024)
4.3   Form of 3.950% Guaranteed Senior Notes due 2032 (incorporated herein by reference to Exhibit 4.3 to Amcor plc’s Current Report on Form 8-K filed on May 29, 2024).

 

 

 

 

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, thereto duly authorized.

 

  AMCOR PLC
     
  By: /s/ Damien Clayton
    Name: Damien Clayton
    Title: Company Secretary
Dated: May 29, 2024    
     
  AMCOR UK FINANCE PLC
     
  By: /s/ Damien Clayton
    Name: Damien Clayton
    Title: Director
Dated: May 29, 2024    
     
  AMCOR FINANCE (USA), INC.
     
  By: /s/ Michael Rumley
    Name: Michael Rumley
    Title: Director
Dated: May 29, 2024    
     
  AMCOR GROUP FINANCE PLC
     
  By: /s/ Damien Clayton
    Name: Damien Clayton
    Title: Director
Dated: May 29, 2024    
     
     
  AMCOR PTY LTD
     
  By: /s/ Anthony Avitabile
    Name: Anthony Avitabile
    Title: Director
Dated: May 29, 2024    
     
  AMCOR FLEXIBLES NORTH AMERICA, INC.
     
  By: /s/ Louis F. Stephan
    Name: Louis F. Stephan
    Title: President
Dated: May 29, 2024