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
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 | ||