SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
UBS AG
(Exact Name of Registrant as Specified in Its Charter)
| Switzerland | 90-0186363 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification no.) | |
| Bahnhofstrasse 45, CH-8098 – Zurich, Switzerland Aeschenvorstadt 1, CH-4051 – Basel, Switzerland |
N/A | |
| (Address of Principal Executive Offices) | (Zip Code) | |
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 | |
| ETRACS 2xMonthly Pay Leveraged US Small Cap High Dividend ETN Series B due November 10, 2048 | NYSE Arca, 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) or (e), 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) or (e), please 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:
333-225551 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
| Item 1. | Description of Registrant’s Securities to be Registered |
The Registrant filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (Registration Statement No. 333-225551) (the “Registration Statement”) containing a prospectus, dated October 31, 2018, relating to the Registrant’s Debt Securities and Warrants (the “Prospectus”). The Registration Statement was declared effective on October 31, 2018. On the date hereof, the Registrant intends to file with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement, dated November 8, 2018 (the “Prospectus Supplement”) relating to a series of the Registrant’s Exchange Traded Access Securities (“ETRACS”), ETRACS 2x Monthly Pay Leveraged US Small Cap High Dividend ETN Series B due November 10, 2048, which is part of the Registrant’s Medium-Term Notes, Series B. The Prospectus Supplement and the Prospectus are incorporated by reference to the extent set forth below.
The material set forth (i) under the headings “Description of Debt Securities We May Offer” on pages 12 to 31, “Considerations Relating to Indexed Securities” on pages 52 to 54, “U.S. Tax Considerations” on pages 58 to 68 and “Tax Considerations Under the Laws of Switzerland” on pages 69 to 70 in the Prospectus and (ii) in the Prospectus Supplement are each incorporated herein by reference. The outstanding principal amount of the securities registered hereby may be increased from time to time in the future due to further issuances of securities having substantially the same terms. If any such additional securities are issued, a prospectus supplement relating to them will be filed with the Securities and Exchange Commission and will be incorporated herein by reference. The securities registered hereby are, and any additional securities registered hereby in the future will be, all part of a single series as described in the documents referenced above.
| Item 2. | Exhibits. |
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement on Form 8-A:
| 1. | Debt Indenture, dated as of June 12, 2015, between the Company and U.S. Bank Trust National Association, as debt trustee (incorporated by reference to Exhibit 4.22 of the Registrant’s registration statement no. 333-204908). |
| 2. | Form of ETRACS 2x Monthly Pay Leveraged US Small Cap High Dividend ETN Series B due November 10, 2048. |
| 3. | Officers’ Certificate of the Registrant pursuant to Section 301 of the Debt Indenture setting forth the terms of the Registrant’s Medium-Term Notes, Series B (incorporated by reference to Exhibit 3 of the Registrant’s registration statement on Form 8-A, filed with the Commission on July 14, 2015). |
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.
| UBS AG | ||||||
| (Registrant) | ||||||
| Dated: November 8, 2018 | ||||||
| By: | /s/ Anky Chan | |||||
| Name: | Anky Chan | |||||
| Title: | Executive Director, Region Americas Legal | |||||
| By: | /s/ Igal Katz | |||||
| Name: | Igal Katz | |||||
| Title: | Director and Counsel, Region Americas Legal | |||||
| Exhibit No. |
Description of Exhibit | |
| 1. | Debt Indenture, dated as of June 12, 2015, between the Company and U.S. Bank Trust National Association, as debt trustee (incorporated by reference to Exhibit 4.22 of the Registrant’s registration statement no. 333-204908). | |
| 2. | Form of ETRACS 2x Monthly Pay Leveraged US Small Cap High Dividend ETN Series B due November 10, 2048. | |
| 3. | Officers’ Certificate of the Registrant pursuant to Section 301 of the Debt Indenture setting forth the terms of the Registrant’s Medium-Term Notes, Series B (incorporated by reference to Exhibit 3 of the Registrant’s registration statement on Form 8-A, filed with the Commission on July 14, 2015). | |