Allergan plc (Form: S-8, Received: 05/09/2017 17:21:54)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 9, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ALLERGAN PLC

(Exact name of registrant as specified in its charter)

Ireland

2834

98-1114402

(State or other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

(862) 261-7000

(Address of Principal Executive Offices)

Amended and Restated 2013 Incentive Award Plan of Allergan plc

(Full Title of the Plans)

A. Robert D. Bailey

Chief Legal Officer and Corporate Secretary

Allergan plc

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

(862) 261-7000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Title of Plan	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares, par value $0.0001 per share	Amended and Restated 2013 Incentive Award Plan of Allergan plc	213,658	$245.04 (2)	$52,354,756.32	$6,067.92

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also covers an indeterminate number of additional Ordinary Shares, par value $0.0001 per share (“ Ordinary Shares ”), of Allergan plc, a public limited company organized under the laws of Ireland (the “ Registrant ”), which may be offered and issued under the Amended and Restated 2013 Incentive Award Plan of Allergan plc to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.

(2)	Estimated solely for the purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Ordinary Shares of the Registrant as reported on the New York Stock Exchange on May 5, 2017.

EXPLANATORY NOTE

The Registrant has prepared this Registration Statement in accordance with the requirements of General Instruction E to Form S-8 under the Securities Act, to register the issuance of an additional 213,658 Ordinary Shares issuable pursuant to awards granted under the Amended and Restated 2013 Incentive Award Plan of Allergan plc (the “ Allergan Incentive Plan ”).

The additional securities to be registered by this Registration Statement are of the same class as those covered by the Registrant’s previously filed Registration Statement on Form S-8 filed on October 1, 2013 (Registration No. 333-191487) with respect to the Allergan Incentive Plan (the “ Prior Registration Statement ”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement filed in connection with the Allergan Incentive Plan, including the periodic reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


5.1		Opinion of Arthur Cox

23.1		Consent of Arthur Cox (included as part of Exhibit 5.1)

23.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Allergan plc

23.3		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Warner Chilcott Limited

24.1		Power of Attorney, included with the signature page to this Registration Statement

99.1		Amended and Restated 2013 Incentive Award Plan of Allergan plc (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q (File No. 001-36867), filed with the Securities and Exchange Commission on August 8, 2016)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey on the 9th day of May 2017.


ALLERGAN plc

By:		/s/ A. Robert D. Bailey
		A. Robert D. Bailey
		Chief Legal Officer and Corporate Secretary

Each person whose signature appears below hereby constitutes and appoints A. Robert D. Bailey his attorney-in-fact, with the full power of substitution, for him in any and all capacities, to sign this Registration Statement, and any amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Brenton L. Saunders	Chairman, President and Chief Executive Officer (Principal Executive Officer)	May 9, 2017
Brenton L. Saunders

/s/ Maria Teresa Hilado	Chief Financial Officer (Principal Financial Officer)	May 9, 2017
Maria Teresa Hilado	Chief Financial Officer (Principal Financial Officer)

/s/ James D’Arecca	Chief Accounting Officer (Principal Accounting Officer)	May 9, 2017
James D’Arecca	Chief Accounting Officer (Principal Accounting Officer)

/s/ Nesli Basgoz, M.D.
Nesli Basgoz, M.D.	Director	May 9, 2017

/s/ Paul M. Bisaro
Paul M. Bisaro	Director	May 9, 2017

/s/ James H. Bloem
James H. Bloem	Director	May 9, 2017

/s/ Christopher W. Bodine
Christopher W. Bodine	Director	May 9, 2017


/s/ Adriane M. Brown
Adriane M. Brown	Director	May 9, 2017

/s/ Christopher J. Coughlin
Christopher J. Coughlin	Director	May 9, 2017

/s/ Peter J. McDonnell, M.D.
Peter J. McDonnell, M.D.	Director	May 9, 2017

/s/ Catherine M. Klema
Catherine M. Klema	Director	May 9, 2017

/s/ Patrick J. O’Sullivan
Patrick J. O’Sullivan	Director	May 9, 2017

/s/ Ronald R. Taylor
Ronald R. Taylor	Director	May 9, 2017

/s/ Fred G. Weiss
Fred G. Weiss	Director	May 9, 2017

EXHIBIT INDEX


Exhibit Number	Exhibit Description	Method of Filing

5.1	Opinion of Arthur Cox	Filed herewith

23.1	Consent of Arthur Cox (included as part of Exhibit 5.1)	Filed herewith

23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Allergan plc	Filed herewith

23.3	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Warner Chilcott Limited	Filed herewith

24.1	Power of Attorney	Included with the signature page to this Registration Statement

99.1	Amended and Restated 2013 Incentive Award Plan of Allergan plc	Incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q (File No. 001-36867), filed with the Commission on August 8, 2016

Exhibit 5.1

9 May 2017

Board of Directors

Allergan plc

Clonshaugh Business and Technology Park

Coolock

Dublin 5

D17 E400

Ireland

Re:

Allergan plc (the “Company”)

Dear Sirs,

1.	BASIS OF OPINION

1.1

We are acting as Irish counsel to the Company, registered number 527629, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at Clonshaugh Business and Technology Park, Coolock, Dublin 5, D17 E400, Ireland, in connection with the registration statement on Form S-8 (the “ Registration Statement ”) to be filed with the United States Securities and Exchange Commission (the “ SEC ”) on 9 May 2017 under the Securities Act of 1933, as amended, with respect to the ordinary shares of US$0.0001 nominal value per share of the Company (the “ Shares ”) which may be offered and issued pursuant to awards granted under the Amended and Restated 2013 Incentive Award Plan of the Company (the “ Plan ”).

1.2

This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. This Opinion speaks only as of its date.

1.3

This Opinion is also strictly confined to the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter.

1.4

As Irish counsel to the Company in connection with the registration of the Shares, we have examined:

(a)

the documents listed in the schedule (the “ Schedule ”) to this opinion (the “ Documents ”);

(b)

the searches listed at paragraph 1.6 below; and

(c)

such other documents and records as we have deemed necessary to enable us to render the opinions set forth below.

1.5

In giving this Opinion, we have examined and relied on copies of the Documents sent to us by e-mail in pdf or other electronic format.

1.6

For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on 9 May 2017:

(a)

on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the memorandum and articles of association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator;

(b)

in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the twelve years immediately preceding the date of the search; and

(c)

in the Central Office of the High Court in Dublin for any proceedings and petitions filed in respect of the Company.

2.	OPINION

Subject to the assumptions set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

2.1

the Company is a public company limited by shares and is duly incorporated and validly existing under the laws of Ireland; and

2.2

the Shares have been duly authorised pursuant to resolutions of the board of directors of the Company and, when issued in accordance with the terms and conditions referred to or summarised in the applicable resolutions and/or the Plan, will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issuance of such Shares).

3.	ASSUMPTIONS

For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

3.1

Registration Statement and the Plan

(a)

that when filed with the SEC, the Registration Statement will not differ in any material respect from the draft that we have examined;

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(b)

that the Shares will be allotted and issued in the manner stated in the Plan;

(c)

that any awards granted pursuant to the Plan will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issuance of the Shares pursuant thereto of cash at least equal to the nominal value of such Shares and that where Shares are issued under the Plan without the requirement for the payment of cash consideration by or on behalf of the relevant beneficiary, then such shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by section 1027 of the Companies Act 2014 (the “ Companies Act ”) (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by section 82(6) of the Companies Act) or issued for consideration as set out in section 1028(2) of the Companies Act;

(d)

that the issuance of the Shares pursuant to any awards granted under the Plan will be conducted in accordance with the terms and the procedures described in the Plan and the applicable award agreement;

(e)

that the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws other than Irish law;

(f)

that the Company has sufficient authorised but unissued share capital to issue the required number of Shares to be delivered to recipients of any awards granted under the Plan;

(g)

that the authorities contained in the articles of association of the Company to issue the Shares have not been revoked or limited in any way;

(h)

with respect to Shares issued on or after 1 October 2018 (the date of expiry of the Company’s board of directors’ existing authority to issue shares) that the Company will have renewed its board of directors’ authority to issue the Shares in accordance with the terms and conditions set out in the articles of association of the Company and the Companies Act 2014 of Ireland (and any statutory modification or re-enactment thereof for the time being in place) and such authority shall be in effect at the time of such issuance;

3.2

Authenticity and Bona Fides

(a)

the completeness and authenticity of all Documents submitted to us as originals or copies of originals (and in the case of copies, conformity to the originals of such copies), the genuineness of all signatories, stamps and seals thereon and where incomplete Documents have been submitted to us that the originals of such Documents are identical to the last draft of the complete Documents submitted to us;

(b)

that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;

(c)

that there is, at the relevant time of the allotment and issuance of the Shares, no matter affecting the authority of the directors to issue and allot the Shares, not disclosed by the memorandum and articles of association of the Company

Page 3

(the “ Memorandum and Articles of Association ”) or the resolutions produced to us, which would have any adverse implications in relation to the opinions expressed in this Opinion;

(d)

that the Memorandum and Articles of Association as amended by all resolutions passed up to and including 5 May 2016 are the current memorandum and articles of association of the Company, are up to date and have not been amended or superseded and that there are no other terms governing the Shares other than those set out in the Memorandum and Articles of Association;

3.3

Accuracy of searches and warranties

(a)

the accuracy and completeness of the information disclosed in the searches referred to in paragraph 1.6 above and that such information has not since the time of such search or enquiry been altered (it should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company); and

(b)

the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents.

3.4

Commercial Benefit

That the Documents have been or will be entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit.

4.	DISCLOSURE

This Opinion is addressed to you in connection with the registration of the Shares with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement.

This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof.

Yours faithfully

/s/ ARTHUR COX

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SCHEDULE

The Documents

1.	A copy of the Registration Statement.

2.	A copy of the Plan.

3.	A copy of the resolutions of the board of directors of the Company dated 9 February 2017.

4.	A copy of the resolutions of the board of directors of the Company dated 4 May 2017.

5.	A corporate certificate of the secretary of the Company dated 9 May 2017.

6.	A copy of the Memorandum and Articles of Association of the Company as amended by all resolutions passed up to and including 5 May 2016.

7.	A copy of the certificate of incorporation of the Company on re-registration as a public limited company dated 20 September 2013.

8.	A copy of the certificate of incorporation on change of name of the Company dated 15 June 2015.

9.	A copy of the letter of status from the Irish Companies Registration Office dated 9 May 2017.

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 2017 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Allergan plc’s Annual Report on Form 10-K for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

May 9, 2017

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Allergan plc of our report dated February 24, 2017 relating to the financial statements and financial statement schedule, which appears in Warner Chilcott Limited’s Annual Report on Form 10-K for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

May 9, 2017