UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q/A

(Amendment No. 1 to Form 10-Q)

 

 

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

 

Commission

File Number

 

Exact name of registrant as specified in its charter,

principal office and address and telephone  number

 

State of incorporation

or organization

  

I.R.S. Employer

Identification No.

001-36867  

Allergan plc

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

(862) 261-7000

  Ireland    98-1114402
001-36887  

Warner Chilcott Limited

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

(441) 295-2244

  Bermuda    98-0496358

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

 

Allergan plc    YES    ☒    NO    ☐
Warner Chilcott Limited    YES    ☒    NO    ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Allergan plc    YES    ☒    NO    ☐
Warner Chilcott Limited    YES    ☒    NO    ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

 

Allergan plc   Large accelerated filer    ☒   Accelerated filer    ☐
  Non-accelerated filer (Do not check if a smaller reporting company)    ☐   Smaller reporting company    ☐
  Emerging growth company    ☐     
Warner Chilcott Limited   Large accelerated filer    ☐   Accelerated filer    ☐
  Non-accelerated filer (Do not check if a smaller reporting company)    ☒   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 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

Allergan plc    YES    ☐    NO    ☒
Warner Chilcott Limited    YES    ☐    NO    ☒

Number of shares of Allergan plc’s Ordinary Shares outstanding on April 27, 2018: 339,063,627. There is no trading market for securities of Warner Chilcott Limited, all of which are indirectly wholly owned by Allergan plc.

This Quarterly Report on Form 10-Q is a combined report being filed separately by two different registrants: Allergan plc and Warner Chilcott Limited. Warner Chilcott Limited is an indirect wholly-owned subsidiary of Allergan plc. The information in this Quarterly Report on Form 10-Q is equally applicable to Allergan plc and Warner Chilcott Limited, except where otherwise indicated. Warner Chilcott Limited meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

 

 

 

Explanatory Note

This Amendment No. 1 to Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q of Allergan plc and Warner Chilcott Limited for the quarterly period ended March 31, 2018, originally filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2018 (the “Original Form 10-Q”). Allergan plc and Warner Chilcott Limited file this Amendment solely for the purpose of filing Exhibit 10.2, the material terms of which were described on a Current Report on Form 8-K filed by Allergan plc on February 5, 2018, and which was inadvertently omitted from the Original Form 10-Q. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment restates in its entirety Part II, Item 6 and contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are filed herewith.

Other than adding Exhibit 10.2, no other changes have been made to the Original Form 10-Q. This Amendment does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-Q, and does not modify or update in any way any other disclosure made in the Original Form 10-Q.

PART II. OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

Exhibit    Description
10.1#**    Separation Agreement by and between Robert A. Stewart and Allergan, Inc. dated as of March 8, 2018.
10.2#*    Offer Letter from Allergan plc to Matthew M. Walsh, dated January 30, 2018.
31.1*    Certification of Chief Executive Officer pursuant to Rule 13a-14a of the Securities Exchange Act of 1934.
31.2*    Certification of Chief Financial Officer pursuant to Rule 13a-14a of the Securities Exchange Act of 1934.
101.INS**    XBRL Instance Document.
101.SCH**    XBRL Taxonomy Extension Scheme Document.
101.CAL**    XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**    XBRL Taxonomy Extension Label Definition Document.
101.LAB**    XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**    XBRL Taxonomy Extension Presentation Linkbase Document.

 

# Indicates a management contract or compensatory plan or arrangement.
* Filed herewith.
** Filed as an exhibit to the Original Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 25, 2018.

 

ALLERGAN PLC

WARNER CHILCOTT LIMITED

By:  

/s/ Matthew M. Walsh

Name:   Matthew M. Walsh
Title:  

Chief Financial Officer

(Principal Financial Officer)

By:  

/s/ James C. D’Arecca

Name:   James C. D’Arecca
Title:  

Chief Accounting Officer

(Principal Accounting Officer)

Exhibit 10.2

 

LOGO

 

 

5 Giralda Farms · Madison, NJ 07940

January 15, 2018

Mr. Matthew M. Walsh

[redacted]

Dear Matt,

We are pleased to offer you employment with Allergan plc in the position of Executive Vice President & Chief Financial Officer. In this position, located in Madison, NJ, you will report to Brent Saunders, Chairman, President and Chief Executive Officer and be a key member of our executive leadership team (ELT) and integral to the overall performance of Allergan.

The total remuneration package you will receive for your contribution to the success of Allergan is set forth below.

 

Annual Base Salary:    Your annual base salary will be $800,000 (less applicable taxes, withholdings, and deductions), paid biweekly.
Annual Incentive:    You will be eligible to participate in the Company’s Annual Incentive Plan (AIP). Your target bonus will be $825,000 . Awards under the AIP are based on Corporate and individual performance. Your 2018 performance-year bonus will be pro-rated based on your date of hire.
Long-Term Incentives:   

You are eligible to participate in the Company’s Long-term Incentive Plan. Your annual target grant value is $3,000,000 and will consist of a mix of performance share units (PSUs) and restricted stock units (RSUs). This mix is subject to change in future years.

 

Pursuant to the terms of our special ELT compensation program, you will receive at the time of hire a long-term incentive award with a grant date value of $6,000,000, which is intended to cover your annual target grant value for 2018 and 2019 (i.e., you will not receive another long-term incentive award in 2019). Seventy-five (75) percent of your award, or $4,500,000, will be in the form of PSUs that will vest in two equal installments, on December 31 st of 2020 and 2021, subject to the achievement of specified R&D milestones and total shareholder return goals. Twenty-five (25) percent, or $1,500,000, of your award will be in the form of RSUs that will vest in five equal installments on each anniversary of the grant date.

Total Direct Compensation:    With the compensation elements described above, your annual Total Direct Compensation opportunity will be $4,625,000 .
Transformation Incentive Award:   

As a member of the ELT you will also be eligible for a one-time award under the Transformation Incentive Plan (TIP). The award payout will be based on the achievement of total shareholder return goals.

 

Your target TIP award is $2,500,000 , with a maximum award of $5,000,000. The award, if earned, will vest and become payable in cash in two equal installments following completion of the performance period (December 31, 2018). The first installment will vest on December 31, 2018 and be paid within

Matt Walsh – January 15, 2018

 

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75 days of that date. The second installment will vest on December 31, 2019 and be paid within 30 days of that date.

Sign-on Cash Bonus:   

You will receive a sign-on cash bonus of $1,400,000 (less applicable taxes, withholdings and deductions) payable in two installments. The first installment of $700,000 will be paid within thirty (30) days of your employment commencement date and the second installment of $700,000 will be paid (less applicable taxes) within thirty (30) days following one year of employment with us. In the event the Company terminates your employment for any reason other than for cause, any portion of the sign-on cash bonus that was unpaid at the time of such termination will become immediately payable to you, provided, that you sign a release of claims in favor of the Company.

 

In the event you should voluntarily resign within twenty-four months of your employment commencement date, you will be required to repay the total amount of any sign-on bonus that has been paid to you.

Sign-on Equity Award:   

You are eligible to receive a sign-on equity award valued at $2,100,000 , with 100% in the form of RSUs. The actual number of RSUs will be based on the closing price of Allergan’s common stock on the grant date. This award will vest in four equal installments on each anniversary of the grant date, subject to your continued employment through each vesting date. All equity awards are subject to the terms of this offer, the commencement of your employment and the terms of the Company’s current incentive award plan.

 

In the event the Company terminates your employment for any reason other than for cause, any RSUs granted as part of this sign-on award that are unvested at the time of such termination will continue to vest in accordance with their original terms as if you had remained employed with the Company through each vesting date, provided, that you sign a release of claims in favor of the Company.

Employee Benefits:    Subject to the eligibility and other requirements, terms and conditions of the various benefit policies and plans that we maintain, you will receive certain employee benefits such as: Medical, Vision, and Dental (Indemnity/PPO) Plans as of the first day of your employment, Flexible Spending Accounts, Short and Long-Term Disability, and Life Insurance under Allergan’s plans. You will also be eligible to participate in our 401(k) Plan, which includes a Company match component (subject to IRS dollar limitations).
Executive Deferred Savings Plan:    Additionally, you will be eligible to participate in the Executive Deferred Savings Plan (EDSP). The EDSP provides you with the opportunity to defer receipt of a portion of your salary and/or bonus on a pre-tax basis, outside the IRS dollar limitations that constrain contributions to the Company’s tax qualified 401(k)Plan. You will first be eligible to enroll in the EDSP during the December 2018 enrollment window for deferral of 2019 compensation.
Executive Financial Planning:    As a member of ELT, you are eligible to participate in the Allergan Executive Financial Planning Program. This program provides you with reimbursement of up to $10,000 annually toward eligible personal financial planning services, subject to the terms and conditions of the program.
Severance:    As a member of ELT, you will participate in the Allergan plc, 2017 Executive Severance Plan (the “Severance Plan”). Pursuant to the Severance Plan terms in effect as of the date hereof, you will be eligible for severance protection in the event your employment is terminated without cause in the amount of 1.5 times the sum of your annual base salary and target bonus. If such termination is in

Matt Walsh – January 15, 2018

 

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   connection with a change in control of the Company, your severance will be increased to an amount equal to 2.5 times the sum of your annual base salary and target bonus. Plan terms and severance benefit levels remain subject to change at the Company’s sole discretion.
Paid Time-off/Holiday Policy:    In accordance with our Executive paid time-off (PTO) policy, you are not provided a fixed number of PTO days, but instead you may take PTO as needed, subject to the needs of the business. You will also be eligible for Company holidays per the Company’s policy.

This offer of employment and any subsequent employment by Allergan and its subsidiaries are contingent upon, among other things: receipt of your signature on the offer letter, receipt of a signed and dated original of the enclosed Mutual Agreement to Arbitrate Claims and Agreement for Protection of Company Information, receipt of proof of your legal eligibility to work in the United States, and completion of satisfactory background checks and drug screening. We suggest not to alter your current employment status until we advise that the above contingencies have been successfully completed and we confirm your start date with Allergan.

*    *    *

Matt Walsh – January 15, 2018

 

3

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If you wish to accept this offer of employment, please sign this letter within three business days.

Matt, we believe you will be an excellent addition to Allergan and look forward to your favorable response. We are confident of the value you will bring to our organization, and the many contributions you will make to our ongoing success. We very much look forward to having you join us!

Please visit www.welcometoallergan.com to access additional information about your benefits, payroll, Company policies and required forms to complete for your first day. Please enter the User name: [redacted] and Login password: [redacted]

If you have any questions regarding any component of your overall offer package, please contact me at [redacted].

 

Sincerely,

/s/ Karen L. Ling

Karen L. Ling
EVP & Chief Human Resources Officer
Allergan plc

I have read the above terms and conditions and, by signing, do accept this contingent employment offer as outlined above and, further, acknowledge that my employment will be at-will. This offer will expire three (3) business days from the date of this letter. At Allergan, employment is at-will. This means that I have the right to terminate my employment with Allergan at any time and for any reason, with or without cause or advance notice, and Allergan reserves that same right. Allergan also has the right to demote or discipline an employee, or alter the terms of employment, at any time. Accordingly, employment is by mutual consent of the employee and the Company, and not for any specified term.

AGREED AND ACCEPTED BY:

 

/s/ Matthew Walsh

    

1/30/2018

Matthew Walsh      Date

Matt Walsh – January 15, 2018

 

4

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934

I, Brenton L. Saunders, President and Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Allergan plc; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: May 25, 2018
By:  

/s/ BRENTON L. SAUNDERS

  Brenton L. Saunders
  President and Chief Executive Officer
  (Principal Executive Officer)

 

 

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934

I, Brenton L. Saunders, President and Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Warner Chilcott Limited; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: May 25, 2018
By:  

/s/ BRENTON L. SAUNDERS

  Brenton L. Saunders
  President and Chief Executive Officer
  (Principal Executive Officer)

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934

I, Matthew M. Walsh, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Allergan plc; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: May 25, 2018
By:  

/s/  MATTHEW M. WALSH

  Matthew M. Walsh
  Chief Financial Officer
  (Principal Financial Officer)

 

 

Certification of Chief Financial Officer

Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934

I, Matthew M. Walsh, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Warner Chilcott Limited; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: May 25, 2018
By:  

/s/ MATTHEW M. WALSH

  Matthew M. Walsh
  Chief Financial Officer
  (Principal Financial Officer)