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SECURITIES AND EXCHANGE COMMISSION
FORM 8-A12B
Form for the registration/listing of a class of securities on a national securities exchange
pursuant to Section 12(b)
Filing Date: 2019-01-30
SEC Accession No. 0000950157-19-000100
(HTML Version on secdatabase.com)
FILER
Mailing Address
Business Address
INTERNATIONAL BUSINESS MACHINES CORP
1 NEW ORCHARD RD
1 NEW ORCHARD ROAD
CIK:51143| IRS No.: 130871985 | State of Incorp.:NY | Fiscal Year End: 1231
ARMONK NY 10504
ARMONK NY 10504
Type: 8-A12B | Act: 34 | File No.: 001-02360 | Film No.: 19552745
9144991900
SIC: 3570 Computer & office equipment
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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 BUSINESS MACHINES
CORPORATION
(Exact name of registrant as specified in its charter)
New York
13-0871985
(State of Incorporation)
(I.R.S. Employer Identification No.)
New Orchard Road
Armonk, New York
10504
(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 so registered
each class is to be registered
1,750,000,000 0.375% Notes Due 2023
New York Stock Exchange, Inc.
1,000,000,000 0.875% Notes Due 2025
New York Stock Exchange, Inc.
1,000,000,000 1.250% Notes Due 2027
New York Stock Exchange, Inc.
1,250,000,000 1.750% Notes Due 2031
New York Stock Exchange, Inc.
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), please 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), please check the following box.
Securities Act registration statement file number to which this form relates: 333-212685
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the securities to be registered is contained in the Prospectus Supplement dated January 24, 2019, and the
Prospectus dated July 26, 2016, copies of which were electronically transmitted for filing with the Commission pursuant to Rule 424(b)
on January 28, 2019, each of which form a part of the Registrant's Registration Statement on Form S-3 (No. 333-212685), and is
incorporated herein by reference.
Item 2. Exhibits.
I. The following exhibits are filed with the Commission and the New York Stock Exchange, Inc.:
2.1 - Form of the Registrant's 1,750,000,000 0.375% Notes Due 2023.
2.2 - Form of the Registrant's 1,000,000,000 0.875% Notes Due 2025.
2.3 - Form of the Registrant's 1,000,000,000 1.250% Notes Due 2027.
2.4 - Form of the Registrant's 1,250,000,000 1.750% Notes Due 2031.
2.5 - Indenture dated as of October 1, 1993, as amended by the First Supplemental Indenture dated as of December 15, 1995,
between the Registrant and The Bank of New York Mellon, as Trustee (incorporated by reference to Registration Statement on Form
S-3 (No. 333-145104)).
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.
INTERNATIONAL BUSINESS MACHINES
CORPORATION
(Registrant)
By: /s/ Simon J. Beaumont
Name: Simon J. Beaumont
Title: Vice President and Treasurer
Date: January 30, 2019
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Exhibit 2.1
INTERNATIONAL BUSINESS MACHINES CORPORATION
0.375% Note due 2023
ISIN XS1944456018
COMMON CODE 194445601
No.: I-
INTERNATIONAL BUSINESS MACHINES CORPORATION, a corporation duly organized and existing under the laws of the
State of New York (herein called the "Company", which term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Ltd. or registered assigns,
the principal sum as set forth in the attached Schedule of Increases and Decreases, at the office or agency of the Company in the Borough
of Manhattan, The City and State of New York, or any other office or agency designated by the Company for that purpose, on January
31, 2023, in such coin or currency of the member states of the European Monetary Union that have adopted or that adopt the single
currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union as at the
time of payment shall be legal tender for the payment of public and private debts, and to pay interest, annually on January 31 of each
year, commencing January 31, 2020, on said principal sum at said office or agency, in like coin or currency, at the rate of 0.375% per
annum, from the January 31 next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which
interest has been paid, in which case from the date of this Note, or unless no interest has been paid on the Notes (as defined on the reverse
hereof), in which case from January 31, 2019, until payment of said principal sum has been made or duly provided for. Notwithstanding
the foregoing, if the date hereof is after January 16 and before the following January 31, this Note shall bear interest from such January
31; provided, however, that if the Company shall default in the payment of interest due on January 31, then this Note shall bear interest
from the next preceding January 31 to which interest has been paid, or, if no interest has been paid on the Notes, from January 31, 2019.
The interest so payable on January 31 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be
paid to the person in whose name this Note is registered at the close of business on the January 16, preceding such January 31, unless the
Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest, at the option
of the Company, may be paid to the person in whose name this Note is registered at the close of business on a special record date for the
payment of such defaulted interest established by notice to the registered holders of Notes not less than ten days preceding such special
record date or may be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Notes may be listed. Payment of interest may, at the option of the Company, be made by check mailed to the registered address of the
person entitled thereto. Interest on this Note will be calculated on the basis of the actual number of days in the period for which interest
is being calculated and the
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actual number of days from and including the last date on which interest was paid on this Note (or January 31, 2019 if no interest has
been paid on this Note), to but excluding the next scheduled interest payment date.
Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
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This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been
signed by the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated:
INTERNATIONAL BUSINESS MACHINES
CORPORATION
[SEAL]
by
by
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TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the
Securities of the Series
designated herein issued
under the within-
mentioned Indenture.
THE BANK OF NEW YORK MELLON, as Trustee
by
Authorized Signatory
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This security is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company
(hereinafter called the "Securities"), of the series hereinafter specified, all issued or to be issued under an indenture dated as of October
1, 1993, duly executed and delivered by the Company to The Bank of New York Mellon, a New York banking corporation, as trustee
(hereinafter called the "Trustee"), as supplemented by the First Supplemental Indenture dated as of December 15, 1995, between the
Company and the Trustee, as trustee (hereinafter called the "Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the respective rights and duties thereunder of the Trustee, the Company and the holders of
the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest at different rates, may have different conversion prices (if any), may be subject
to different redemption provisions, may be subject to different sinking, purchase or analogous funds, may be subject to different covenants
and Events of Default and may otherwise vary as in the Indenture provided. This Security is one of a series designated as the 0.375%
Notes due 2023 of the Company (hereinafter called the "Notes") issued under the Indenture.
In case an Event of Default with respect to the Notes, as defined in the Indenture, shall have occurred and be continuing, the
principal hereof together with interest accrued thereon, if any, may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than
a majority in aggregate principal amount of the Securities at the time outstanding of all series to be affected (acting as one class), to
execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of such series to be affected;
provided, however, that no such supplemental indenture shall, among other things, (i) change the fixed maturity of the principal of, or
any installment of principal of or interest on, or the currency of payment of, any Security; (ii) reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof; (iii) impair the right to institute suit for the enforcement
of any such payment on or after the fixed maturity thereof (or, in the case of redemption, on or after the redemption date); (iv) reduce
the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such
supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Indenture
or certain defaults thereunder and their consequences) provided for in the Indenture; (v) change any obligation of the Company, with
respect to outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in the Indenture
for such series; or (vi) modify any of the foregoing provisions or the provisions for the waiver of certain covenants and defaults, except
to increase any applicable percentage of the aggregate principal amount of outstanding Securities the consent of the holders of which is
required or to provide with respect to any particular series the right to condition the effectiveness
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of any supplemental indenture as to that series on the consent of the holders of a specified percentage of the aggregate principal amount
of outstanding Securities of such series or to provide that certain other provisions of the Indenture cannot be modified or waived without
the consent of the holder of each outstanding Security affected thereby. It is also provided in the Indenture that the holders of a majority
in aggregate principal amount of the Securities of a series at the time outstanding may on behalf of the holders of all the Securities of
such series waive any past default under the Indenture with respect to such series and its consequences, except a default in the payment of
the principal of, premium, if any, or interest, if any, on any Security of such series or in respect of a covenant or provision which cannot
be modified without the consent of the Holder of each outstanding Security of the series affected. Any such consent or waiver by the
holder of this Note shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes
which may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, if any, and interest on this Note at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.
The Indenture permits the Company to Discharge its obligations with respect to the Notes on the 91st day following the
satisfaction of the conditions set forth in the Indenture, which include the deposit with the Trustee of money or Foreign Government
Securities or a combination thereof sufficient to pay and discharge each installment of principal of (including premium, if any, on) and
interest, if any, on the outstanding Notes.
If the Company shall, in accordance with Section 901 of the Indenture, consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an entirety to any Person, the successor shall succeed to, and be substituted
for, the Person named as the "Company" on the face of this Note, all on the terms set forth in the Indenture.
The Notes are issuable in registered form without coupons in denominations of 100,000 and any integral multiple of 1,000 in
excess thereof. In the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge,
Notes may be exchanged for an equal aggregate principal amount of Notes of other authorized denominations at the office or agency of
the Company maintained for such purpose in the Borough of Manhattan, The City and State of New York.
The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on this Note such
additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on
the Notes to a holder who is not a United States person (as defined below), after deduction for any present or future tax, assessment or
other governmental charge of the United States or a political subdivision or taxing authority of or in the United States, imposed by
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