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
WESCO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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25-1723342 |
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(I.R.S. Employer Identification No.) |
WESCO DISTRIBUTION, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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25-1723345 |
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(I.R.S. Employer Identification No.) |
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which |
| Title of each class to be so registered
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each class is to be registered |
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| 6.0% Convertible Senior Debentures due 2029
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New York Stock Exchange |
| (and the Guarantee related thereto) |
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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), check the following box. þ
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), check the following box. o
Securities Act registration statement file number to which this form relates: 333-160818
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 consist of the 6.0% Convertible Senior Debentures due 2029 (the
“2029 Debentures”) of WESCO International, Inc. (the “Company”) and the guarantee thereof by WESCO
Distribution, Inc. The description of the 2029 Debentures and the guarantee thereof to be
registered hereunder is incorporated by reference to the description included under the caption
“Description of the 2029 Debentures” in the final
Prospectus, dated August 12, 2009, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3).
Item 2. Exhibits.
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| Exhibit |
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Description of Exhibit |
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Prior Filing |
3.1
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Restated Certificate of
Incorporation of WESCO
International, Inc.
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Incorporated by
reference to Exhibit
3.1 to the Company’s
Registration Statement
on Form S-4 (No.
333-70404) |
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3.2
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By-laws of WESCO International, Inc.
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Incorporated by
reference to Exhibit
3.2 to the Company’s
Registration Statement
on Form S-4 (No.
333-70404) |
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4.1
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Form of Indenture by and among WESCO
International, Inc., WESCO
Distribution, Inc. and The Bank of
New York Mellon, as Trustee,
governing 2029 Debentures.
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Incorporated by
reference to Exhibit
4.7 to the Company’s
Registration Statement
on Form S-4 (No.
333-160818) |
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4.2
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Form of 6.0% Convertible Senior
Debenture due 2029.
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Included in Exhibit 4.1 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrants have duly caused this registration statement to be signed on their behalf by the
undersigned, thereto duly authorized.
Dated: August 24, 2009
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WESCO INTERNATIONAL, INC. |
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By:
Name:
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/s/ Stephen A. Van Oss
Stephen A. Van Oss
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Title:
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Senior Vice President and Chief Administrative Officer |
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WESCO DISTRIBUTION, INC. |
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By:
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/s/ Stephen A. Van Oss |
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Name:
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Stephen A. Van Oss |
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Title:
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Senior Vice President and Chief Administrative Officer |
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