Ireland
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98-1088325
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if smaller reporting company)
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Smaller reporting company
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o
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Title of Securities
To be Registered
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Amount to be
registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee (2)
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Ordinary Shares, par value $0.20 per share
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12,000,000
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$114.73
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$1,376,760,000
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$159,980
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(1)
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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 $0.20 per share (“Ordinary Shares”), of Mallinckrodt plc, an Irish public limited company (the “Registrant”), which may be offered and issued 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.
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(2)
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Estimated solely for the purpose of calculating the registration fee, based, in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, on the average of the high and low prices for the Ordinary Shares as reported on the New York Stock Exchange on May 1, 2015.
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Item 3.
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Incorporation of Documents by Reference.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Item 9.
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Undertakings.
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MALLINCKRODT PUBLIC LIMITED COMPANY
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By: /s/ Peter G. Edwards
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Name: Peter G. Edwards
Title: Senior Vice President and General Counsel
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Signature
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Title
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/s/ Mark C. Trudeau*
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President and Chief Executive Officer
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Mark C. Trudeau
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(Principal Executive Officer)
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/s/ Matthew K. Harbaugh*
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Senior Vice President and Chief Financial Officer
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Matthew K. Harbaugh
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(Principal Financial Officer)
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/s/ Kathleen A. Schaefer*
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Vice President and Corporate Controller
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Kathleen A. Schaefer
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(Principal Accounting Officer)
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/s/ Melvin D. Booth*
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Chairman of the Board
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Melvin D. Booth
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/s/ Don M. Bailey*
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Director
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Don M. Bailey
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/s/ David R. Carlucci*
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Director
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David R. Carlucci
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/s/ J. Martin Carroll*
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Director
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J. Martin Carroll
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/s/ Diane H. Gulyas*
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Director
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Diane H. Gulyas
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/s/ Nancy S. Lurker*
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Director
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Nancy S. Lurker
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/s/ Angus C. Russell*
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Director
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Angus C. Russell
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/s/ Virgil D. Thompson*
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Director
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Virgil D. Thompson
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/s/ Kneeland C. Youngblood*
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Director
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Kneeland C. Youngblood
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/s/ Joseph A. Zaccagnino*
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Director
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Joseph A. Zaccagnino
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Exhibit
Number
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Exhibit
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4.1
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Certificate of Incorporation of Mallinckrodt plc (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed July 1, 2013, File No. 001-35803).
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4.2
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Amended and Restated Memorandum and Articles of Association of Mallinckrodt plc (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed July 1, 2013, File No. 001-35803).
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4.3
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Mallinckrodt Pharmaceuticals Stock and Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement for the 2015 Annual General Meeting of Shareholders filed on January 23, 2015, File No. 001-35803).
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5.1
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Opinion of Arthur Cox.
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23.1
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Consent of Deloitte & Touche LLP.
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23.2
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Consent of Arthur Cox (included in Exhibit 5.1).
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24.1
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Power of Attorney
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1.
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Basis of Opinion
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1.
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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.
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2.
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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.
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3.
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As Irish counsel to the Company in connection with the registration of the Shares, we have examined:
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(a)
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the documents listed in the schedule (the “
Schedule
”) to this opinion (the “
Documents
”);
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(b)
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the searches listed at paragraph 1.5 below; and
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(c)
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such other documents and records as we have deemed necessary to enable us to render the opinions set forth below.
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4.
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In giving this Opinion, we have examined and relied on copies of the Documents sent to us by email in pdf or other electronic format.
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5.
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For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on 6 May 2015:
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(a)
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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
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(b)
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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
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(c)
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in the Central Office of the High Court in Dublin for any proceedings and petitions filed in respect of the Company.
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2.
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Opinion
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1.
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The Company is a public company limited by shares and is duly incorporated and validly existing under the laws of Ireland.
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2.
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When the Shares have been issued pursuant to and in accordance with the terms and conditions referred to or summarised in the applicable resolutions and the Plans, the Shares 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 issue of such shares).
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3.
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Assumptions
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1.
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that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined;
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2.
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that the Shares will be allotted and issued in the manner stated in the Plan;
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3.
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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 issue 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 29(1) of the Companies (Amendment) Act 1983 (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by Section 60(12) of the Companies Act 1963 (as amended) or in the case of a direct subsidiary of the Company incorporated outside of Ireland, in a manner not prohibited by the European Communities (Public Limited Companies Subsidiaries) Regulations 1997) or issued for consideration as set out in Section 30(2) of the Companies (Amendment) Act 1983;
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4.
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that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than Irish law;
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5.
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that the exercise of any options granted under the Plan and the issue of the Shares upon exercise of such options (and the issue of the Shares in connection with any other 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;
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6.
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that the Company has sufficient share capital to issue the required number of Shares to be delivered to recipients of any awards granted under the Plan;
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7.
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with respect to Shares issued pursuant to awards granted on or after 12 June 2018 (the date of expiry of the Company’s existing authority to issue shares) that the Company will have renewed its 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 Acts 1963 to 2012 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 grant;
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8.
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that at the time of grant by the compensation and human resources committee of the board of directors of the Company (the “
Committee
”) of an award under the Plan, the Committee has been duly constituted and remains a duly constituted committee of the board of directors of the Company having the necessary powers and authorities to grant awards and issue the Shares;
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9.
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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;
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10.
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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;
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11.
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that there is, at the relevant time of the allotment and issue 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 (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;
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12.
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that the Memorandum and Articles of Association effective as of 12 June 2013 are the current Memorandum and Articles of Association, 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;
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13.
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the accuracy and completeness of the information disclosed in the searches referred to in paragraph 1.5 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;
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14.
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the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents; and
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15.
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that the Plan has been 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.
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4.
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Disclosure
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1.
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A copy of the Registration Statement.
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2.
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A copy of the Plan.
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3.
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A certificate of the secretary of the Company dated 28 April 2015, including an extract of the resolutions approved by the board of directors of the Company dated November 20-21, 2014 regarding the approval of and adoption of, among other things, the Plan and all other matters contemplated thereby and the approval and filing of the Registration Statement with the SEC and certifying the results of the results of the resolution of the shareholders of the Company approved at the annual general meeting of the Company on March 19, 2015.
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4.
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A corporate certificate of the secretary of the Company dated 6 May 2015.
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5.
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A copy of the Memorandum and Articles of Association of the Company effective 12 June 2013.
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6.
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A copy of the Certificate of Incorporation of the Company on registration as public limited company dated 9 January 2013.
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7.
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Letter of status from the Irish Companies Registration Office dated 6 May 2015.
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8.
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A copy of the Company’s definitive proxy statement for the 2015 annual general meeting of shareholders filed on January 23, 2015.
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Signature
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Title
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/s/Mark C. Trudeau
Mark C. Trudeau
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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May 6, 2015
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/s/Matthew K. Harbaugh
Matthew K. Harbaugh
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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May 6, 2015
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/s/Kathleen A. Schaefer
Kathleen A. Schaefer
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Vice President and Corporate Controller
(Principal Accounting Officer)
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May 6, 2015
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/s/Melvin D. Booth
Melvin D. Booth
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Chairman of the Board of Directors
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May 6, 2015
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/s/Don M. Bailey
Don M. Bailey
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Director
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May 6, 2015
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/s/David R. Carlucci
David R. Carlucci
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Director
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May 6, 2015
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/s/J. Martin Carroll
J. Martin Carroll
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Director
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May 6, 2015
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/s/Diane H. Gulyas
Diane H. Gulyas
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Director
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May 6, 2015
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/s/Nancy S. Lurker
Nancy S. Lurker
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Director
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May 6, 2015
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/s/JoAnn A. Reed
JoAnn A. Reed
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Director
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May 6, 2015
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/s/Angus C. Russell
Angus C. Russell
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Director
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May 6, 2015
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/s/Virgil D. Thompson
Virgil D. Thompson
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Director
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May 6, 2015
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/s/Kneeland C. Youngblood
Kneeland C. Youngblood
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Director
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May 6, 2015
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/s/Joseph A. Zaccagnino
Joseph A. Zaccagnino
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Director
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May 6, 2015
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