Table of Contents

 

 

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

 

 

 

TELEFÓNICA, S.A.		TELEFÓNICA EMISIONES, S.A.U.
(Exact Name of Registrant as Specified in Its Charter)		(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Kingdom of Spain		Kingdom of Spain
(Jurisdiction of Incorporation or Organization)		(Jurisdiction of Incorporation or Organization)
n/a		n/a
(IRS Employer Identification No.)		(IRS Employer Identification No.)
Distrito Telefónica, Ronda de la Comunicación, s/n Madrid, Spain		Distrito Telefónica, Ronda de la Comunicación, s/n Madrid, Spain
(Address of Principal Executive Offices)		(Address of Principal Executive Offices)
28050		28050
(Zip Code)		(Zip Code)

 

 

 

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.  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), please check the following box.  ¨

Securities Act registration statement file number to which this form relates: 333-181576

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

 

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
Fixed Rate Senior Notes due 2018 of Telefónica Emisiones, S.A.U.		New York Stock Exchange
Fixed Rate Senior Notes due 2023 of Telefónica Emisiones, S.A.U.		New York Stock Exchange

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

None

(Title of Class)

 

 

 

---

Table of Contents

TABLE OF CONTENTS

 

Item 1: Description of Registrant’s Securities to be Registered			3
Item 2. Exhibits			3
SIGNATURE			4
Exhibit Index			5

 

2

---

Table of Contents

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

The securities to be registered hereby are (i) the Fixed Rate Senior Notes due 2018 (the “2018 Notes”) and (ii) the Fixed Rate Senior Notes due 2023 (the “2023 Notes”) of Telefónica Emisiones, S.A.U. (the “2018 Notes” together with the “2023 Notes,” the “Notes”) and the Guarantee by Telefónica, S.A. related to the Notes (the “Guarantee”). For a description of the Notes and the Guarantee to be registered hereunder, reference is made to the information under the heading “Description of the Notes and the Guarantee” of the Registrants’ Prospectus Supplement filed on April 18, 2013 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, relating to the Registrants’ Registration Statement on Form F-3 (File No. 333-181576) as amended from time to time (the “Registration Statement”), which information is hereby incorporated by reference herein.

Item 2. Exhibits

 

4.1		Indenture among Telefónica Emisiones S.A.U., as Issuer, Telefónica, S.A., as Guarantor and The Bank of New York Mellon, as Trustee, dated as of May 22, 2012 (incorporated by reference to Exhibit 4.1 of the Registrants’ Form F-3 filed on May 22, 2012)
4.2		First Supplemental Indenture for the Fixed Rate Senior Notes Due 2018 among Telefónica Emisiones, S.A.U., as Issuer, Telefónica, S.A., as Guarantor, and The Bank of New York Mellon, as Trustee and Paying Agent, dated as of April 29, 2013 (incorporated by reference to Exhibit 4.2 of Telefónica, S.A.’s Form 6-K filed on April 29, 2013)
4.3		Second Supplemental Indenture for the Fixed Rate Senior Notes Due 2023 among Telefónica Emisiones, S.A.U., as Issuer, Telefónica, S.A., as Guarantor, and The Bank of New York Mellon, as Trustee and Paying Agent, dated as of April 29, 2013 (incorporated by reference to Exhibit 4.3 of Telefónica, S.A.’s Form 6-K filed on April 29, 2013)
4.4		Form of Security Certificate representing the Fixed Rate Senior Notes Due 2018 (included in Exhibit 4.2)
4.5		Form of Security Certificate representing the Fixed Rate Senior Notes Due 2023 (included in Exhibit 4.3)
4.6		Guarantee by Telefonica, S.A., dated as of April 29, 2013 (incorporated by reference to Exhibit 4.6 of Telefónica, S.A.’s Form 6-K filed on April 29, 2013)
99.1		Registrants’ Prospectus Supplement, dated April 17, 2013 (incorporated by reference to the Registrants’ filing under Rule 424(b) filed on April 18, 2013)

 

3

---

Table of Contents

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.

Date: April 29, 2013

 

 

4

---

Table of Contents

Exhibit Index

 

4.1		Indenture among Telefónica Emisiones S.A.U., as Issuer, Telefónica, S.A., as Guarantor and The Bank of New York Mellon, as Trustee, dated as of May 22, 2012 (incorporated by reference to Exhibit 4.1 of the Registrants’ Form F-3 filed on May 22, 2012)
4.2		First Supplemental Indenture for the Fixed Rate Senior Notes Due 2018 among Telefónica Emisiones, S.A.U., as Issuer, Telefónica, S.A., as Guarantor, and The Bank of New York Mellon, as Trustee and Paying Agent, dated as of April 29, 2013 (incorporated by reference to Exhibit 4.2 of Telefónica, S.A.’s Form 6-K filed on April 29, 2013)
4.3		Second Supplemental Indenture for the Fixed Rate Senior Notes Due 2023 among Telefónica Emisiones, S.A.U., as Issuer, Telefónica, S.A., as Guarantor, and The Bank of New York Mellon, as Trustee and Paying Agent, dated as of April 29, 2013 (incorporated by reference to Exhibit 4.3 of Telefónica, S.A.’s Form 6-K filed on April 29, 2013)
4.4		Form of Security Certificate representing the Fixed Rate Senior Notes Due 2018 (included in Exhibit 4.2)
4.5		Form of Security Certificate representing the Fixed Rate Senior Notes Due 2023 (included in Exhibit 4.3)
4.6		Guarantee by Telefonica, S.A., dated as of April 29, 2013 (incorporated by reference to Exhibit 4.6 of Telefónica, S.A.’s Form 6-K filed on April 29, 2013)
99.1		Registrants’ Prospectus Supplement, dated April 17, 2013 (incorporated by reference to the Registrants’ filing under Rule 424(b) filed on April 18, 2013)

 

5