As filed with the Securities and Exchange Commission on May 14, 2020
No. 333-191487
No. 333-194781
No. 333-197158
No. 333-201242
No. 333-202833
No. 333-207234
No. 333-217813
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-191487
Post-Effective Amendment No. 2 on FormS-8 to FormS-4 Registration StatementNo. 333-194781
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-197158
Post-Effective Amendment No. 2 on FormS-8 to FormS-4 Registration StatementNo. 333-201242
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-202833
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-207234
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-217813
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Allergan plc
(Exact name of registrant as specified in its charter)
Ireland | 001-36867 | 98-1114402 | ||
(State or other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
+353 1 435 7700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
THE 2013 INCENTIVE AWARD PLAN OF ACTAVIS PLC
ACTAVIS, INC. 401(K) PLAN
WARNER CHILCOTT EQUITY INCENTIVE PLAN
2000 STOCK OPTION PLAN OF FOREST LABORATORIES, INC.
2004 STOCK OPTION PLAN OF FOREST LABORATORIES, INC.
2007 EQUITY INCENTIVE PLAN OF FOREST LABORATORIES, INC., AS AMENDED
ALLERGAN, INC. 1989 INCENTIVE COMPENSATION PLAN
AMENDED AND RESTATED ALLERGAN, INC. 2011 INCENTIVE AWARD PLAN
ALLERGAN, INC. SAVINGS AND INVESTMENT PLAN (RESTATED 2014), AS AMENDED
KYTHERA BIOPHARMACEUTICALS, INC. 2012 EQUITY INCENTIVE AWARD PLAN
KYTHERA BIOPHARMACEUTICALS, INC. 2004 STOCK PLAN
KYTHERA BIOPHARMACEUTICALS, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN
AMENDED AND RESTATED 2013 INCENTIVE AWARD PLAN OF ALLERGAN PLC
(Full title of the plans)
Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
+353 1 435 7700
(Name, Address and Telephone number, including area code, of Agent for Service)
With a copy to:
Sophia Hudson, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212)446-4800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (the “Post-EffectiveAmendment”) relates to the following Registration Statements (collectively, the “Registration Statements”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):
• | Registration Statement onFormS-8 (FileNo. 333-191487), filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2013, registering (a) 10,307,006 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Allergan plc (formerly known as Actavis plc) (“Allergan”) issuable under the 2013 Incentive Award Plan of Actavis plc, formerly the Fourth Amendment and Restatement of the 2001 Incentive Award Plan of Watson Pharmaceuticals, Inc., as amended, (b) 500,000 Ordinary Shares issuable under the Actavis, Inc. 401(k) Plan, (c) an indeterminate number of plan interests to be offered or sold pursuant to the Actavis, Inc. 401(k) Plan and (d) 503,039 Ordinary Shares issuable under the Warner Chilcott Equity Incentive Plan. |
• | Registration Statement onFormS-4 (FileNo. 333-194781), filed with the SEC on March 25, 2014, as amended byPost-Effective Amendment No. 1 on FormS-8 to FormS-4 , filed with the SEC on July 1, 2014, registering (a) 380,437 Ordinary Shares issuable under the 2000 Stock Option Plan of Forest Laboratories, Inc., (b) 185,377 Ordinary Shares issuable under the 2004 Stock Option Plan of Forest Laboratories, Inc. and (c) 6,591,873 Ordinary Shares issuable under the 2007 Equity Incentive Plan of Forest Laboratories, Inc., as amended. |
• | Registration Statement onFormS-8 (FileNo. 333-197158), filed with the SEC on July 1, 2014, registering 13,883,444 Ordinary Shares issuable under the 2007 Equity Incentive Plan of Forest Laboratories, Inc., as amended. |
• | Registration Statement onFormS-4 (FileNo. 333-201242), filed with the SEC on December 23, 2014, as amended byPost-Effective Amendment No. 1 on FormS-8 to FormS-4, filed with the SEC on March 17, 2015, registering (a) 338,582 Ordinary Shares issuable under the Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) and (b) 7,019,563 Ordinary Shares issuable under the Amended and Restated Allergan, Inc. 2011 Incentive Award Plan. |
• | Registration Statement onFormS-8 (FileNo. 333-202833), filed with the SEC on March 17, 2015, registering (a) 16,437,202 Ordinary Shares issuable under the Amended and Restated Allergan, Inc. 2011 Incentive Award Plan and (b) 1,500,000 Ordinary Shares issuable under the Allergan, Inc. Savings and Investment Plan (Restated 2014), as amended. |
• | Registration Statement onFormS-8 (FileNo. 333-207234), filed with the SEC on October 1, 2015, registering (a) 405,885 Ordinary Shares issuable under the KYTHERA Biopharmaceuticals, Inc. 2012 Equity Incentive Award Plan, (b) 83,184 Ordinary Shares issuable under the KYTHERA Biopharmaceuticals, Inc. 2004 Stock Plan and (c) 218,154 Ordinary Shares issuable under the KYTHERA Biopharmaceuticals, Inc. 2014 Employment Commencement Incentive Plan. |
• | Registration Statement onFormS-8 (FileNo. 333-217813), filed with the SEC on May 9, 2017, registering 213,658 Ordinary Shares issuable under the Amended and Restated 2013 Incentive Award Plan of Allergan plc. |
On May 8, 2020, AbbVie Inc. (“AbbVie”) completed its acquisition of Allergan. Pursuant to the Transaction Agreement, dated June 25, 2019 (as amended on May 5, 2020), among AbbVie, Allergan and Venice Subsidiary LLC, a wholly-owned subsidiary of AbbVie (“Acquirer Sub”), Acquirer Sub acquired Allergan pursuant to a scheme of arrangement (“Scheme”) under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Act”) and a capital reduction under Sections 84 to 86 of the Act (the “Acquisition”). As a result of the Scheme, Allergan became a wholly-owned subsidiary of AbbVie.
In connection with the Acquisition, Allergan has terminated any and all of the offerings of Allergan’s securities pursuant to the Registration Statements. In accordance with the undertakings made by Allergan to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, Allergan hereby amends the Registration Statements and removes from registration any and all of the securities of Allergan registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment, and hereby terminates the effectiveness of each of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Allergan plc certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Post-Effective Amendment to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on the 14th day of May, 2020.
Allergan plc | ||
By: | /s/ Robert A. Michael | |
Name: | Robert A. Michael | |
Title: | Director |
No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.