Current Report Filing (8-k)
18 Agosto 2017 - 5:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
August 15, 2017
Date of Report (date of
earliest event reported)
Apple Inc.
(Exact name of Registrant as specified in its charter)
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California
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001-36743
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94-2404110
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(State or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS. Employer
Identification No.)
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1 Infinite Loop
Cupertino, California 95014
(Address of principal
executive offices) (Zip Code)
(408)
996-1010
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address,
if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the Registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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On August 18, 2017, Apple Inc. (“Apple”) consummated the issuance and sale of C$2,500,000,000 aggregate principal amount of Apple’s
2.513% Notes due 2024 (the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”) dated August 15, 2017 among Apple and HSBC Securities (Canada) Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns
Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein.
The Notes are being issued pursuant to an
indenture, dated as of April 29, 2013 (the “Indenture”), between Apple and The Bank of New York Mellon Trust Company, N.A., as trustee, together with the officer’s certificate, dated August 18, 2017 (the
“Officer’s Certificate”), issued pursuant to the Indenture establishing the terms of each series of Notes.
The Notes are being issued
pursuant to Apple’s Registration Statement on Form
S-3
filed with the Securities and Exchange Commission on April 28, 2016 (Reg.
No. 333-210983)
(the
“Registration Statement”).
Interest on the Notes will be paid semi-annually in arrears on February 19 and August 19 of each
year, beginning on February 19, 2018. The Notes will mature on August 19, 2024.
The Notes will be Apple’s senior unsecured
obligations and will rank equally with Apple’s other unsecured and unsubordinated debt from time to time outstanding.
The foregoing description
of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Indenture and the Officer’s Certificate (including the form of the Notes). Apple is furnishing the Underwriting Agreement and the
Officer’s Certificate (including the form of the Notes) attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and they are incorporated herein by reference. The Indenture is filed as Exhibit 4.1 to Apple’s Registration Statement on
Form
S-3
filed with the Securities and Exchange Commission on April 29, 2013 (Reg.
No. 333-188191).
The computation of Apple’s ratio of earnings to fixed
charges is filed as Exhibit 12.1 hereto, and is incorporated by reference into the Registration Statement. An opinion regarding the legality of the Notes is filed as Exhibit 5.1, and is incorporated by reference into the Registration Statement; and
a consent relating to the incorporation of such opinion is incorporated by reference into the Registration Statement and is filed as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Exhibit Description
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1.1
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Underwriting Agreement, dated August 15, 2017, among Apple Inc. and HSBC Securities (Canada) Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and Goldman Sachs & Co. LLC, as representatives of the several
underwriters named therein
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4.1
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Officer’s Certificate of Apple Inc., dated August 18, 2017
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4.2
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Form of Global Note representing the Notes (included in Exhibit 4.1)
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5.1
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Opinion of Hogan Lovells US LLP
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12.1
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Computation of Ratio of Earnings to Fixed Charges
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23.1
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Consent of Hogan Lovells US LLP (included in the opinion filed as Exhibit 5.1)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: August 18, 2017
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Apple Inc.
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By:
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/s/ Luca Maestri
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Luca Maestri
Senior Vice President, Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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1.1
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Underwriting Agreement, dated August 15, 2017, among Apple Inc. and HSBC Securities (Canada) Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and Goldman Sachs & Co. LLC, as representatives of the several
underwriters named therein
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4.1
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Officer’s Certificate of Apple Inc., dated August 18, 2017
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4.2
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Form of Global Note representing the Notes (included in Exhibit 4.1)
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5.1
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Opinion of Hogan Lovells US LLP
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12.1
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Computation of Ratio of Earnings to Fixed Charges
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23.1
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Consent of Hogan Lovells US LLP (included in the opinion filed as Exhibit 5.1)
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