Form 8-A12B - Registration of securities [Section 12(b)]
31 Oktober 2024 - 10:10PM
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
The Boeing
Company
(Exact name of registrant as specified in its charter)
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Delaware |
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91-0425694 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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929 Long Bridge Drive, Arlington, VA |
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22202 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to Be Registered |
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Name of Each Exchange on Which
Each Class Is to Be Registered |
Depositary Shares, each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, par value $1.00 |
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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. ☒
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 or Regulation A offering statement file number to which this
form relates:
333-282628
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are the depositary shares (the Depositary Shares), each representing a 1/20th
interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share and liquidation preference $1,000 per share (the Mandatory Convertible Preferred Stock), of The Boeing Company, a Delaware
corporation (the Company). The descriptions of the terms of the Depositary Shares and the underlying Mandatory Convertible Preferred Stock set forth under the headings Description of Depositary Shares and
Description of Mandatory Convertible Preferred Stock, respectively, in the Companys Prospectus Supplement, dated October 28, 2024, to the Prospectus, dated October 22, 2024, forming a part of the Companys
Registration Statement on Form S-3 (File No. 333-282628), filed under the Securities Act of 1933, as amended, are hereby incorporated herein by reference.
Item 2. Exhibits.
Exhibits
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Exhibit Number |
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Description |
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3.1 |
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Amended and Restated Certificate of Incorporation of The Boeing Company dated May
5, 2006 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated May 1, 2006) |
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3.2 |
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By-Laws of The Boeing Company, as amended and restated, effective August
29, 2023 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated August 29, 2023) |
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3.3 |
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Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective October
31, 2024 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated October 28, 2024) |
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4.1 |
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Form of Certificate for the 6.00% Series A Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K dated October 28, 2024) |
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4.2 |
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Deposit Agreement, dated as of October
31, 2024, among The Boeing Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as Depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 to the Companys
Current Report on Form 8-K dated October 28, 2024) |
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4.3 |
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Form of Depositary Receipt for the Depositary Shares (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K dated October 28, 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.
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The Boeing Company |
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Date: October 31, 2024 |
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By: |
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/s/ John C. Demers |
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Name: John C. Demers |
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Title: Vice President, Assistant General Counsel and Corporate Secretary |
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