As filed with the Securities and Exchange Commission on October 12, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Israel (State or other jurisdiction or incorporation or organization) | Not Applicable (I.R.S. Employer Identification Number) |
5 Basel Street
P.O. Box 3190
Petach Tikva, 4951033 Israel
(Address of Principal Executive Offices)
P.O. Box 3190
Petach Tikva, 4951033 Israel
(Address of Principal Executive Offices)
___________________________________________________________
Teva Pharmaceutical Industries Limited
2015 Long-Term Equity-Based Incentive Plan
(Full title of the plan)
2015 Long-Term Equity-Based Incentive Plan
(Full title of the plan)
___________________________________________________________
Teva Pharmaceuticals USA, Inc.
1090 Horsham Road
North Wales, Pennsylvania 19454
Attention: Deborah Griffin
(215) 591-3000
(Name, address and telephone number, including area code, of agent for service)
1090 Horsham Road
North Wales, Pennsylvania 19454
Attention: Deborah Griffin
(215) 591-3000
(Name, address and telephone number, including area code, of agent for service)
___________________________________________________________
Copy to:
Jeffrey S. Hochman, Esq.
Michael A. Katz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
Jeffrey S. Hochman, Esq.
Michael A. Katz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
___________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered (1) | Amount to be registered (2) | Proposed maximum offering price per share (3) | Proposed maximum aggregate offering price | Amount of registration fee |
Ordinary Shares, NIS 0.1 par value, deposited as American Depositary Shares | 300,000 | $44.69 | $13,407,000.00 | $1,553.87 |
(1) | American Depositary Shares (“ADSs”) issuable on deposit of ordinary shares of Teva Pharmaceutical Industries Limited (the “Registrant”), NIS 0.1 par value (“ordinary shares”), have been registered under a separate registration statement. One ADS equals one ordinary share. |
(2) | This Registration Statement on Form S-8 (this “Registration Statement”) covers 300,000 additional ordinary shares subject to share options, restricted shares and restricted share units that will be issued under the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the “Plan”) as “substitute awards” in connection with the consummation of the Registrant’s acquisition of Anda Inc. (“Anda”) pursuant to that certain Stock Purchase Agreement, dated as of August 2, 2016, by and between the Registrant and Allergan plc (“Allergan”). These “substitute awards” will be granted under the Plan in exchange for share options, restricted shares and restricted share units granted to employees of Anda prior to the transaction under the Allergan stock incentive plans. In addition, this Registration Statement covers an indeterminable number of additional ordinary shares as may hereafter be offered or issued pursuant to the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration and pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
(3) | Estimated solely for calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices per share of the ordinary shares represented by ADSs on October 11, 2016, as reported by The New York Stock Exchange. |
EXPLANATORY NOTE
On September 9, 2015, Teva Pharmaceutical Industries Limited (the “Registrant”) filed a Registration Statement on Form S-8 (File No. 333-206753) (the “2015 Registration Statement”) to register 46,200,000 ordinary shares of the Registrant, NIS 0.1 par value (“ordinary shares”), which may be issued under the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the “Plan”).
On September 3, 2016, the Registrant filed a Registration Statement on Form S-8 (File No. 333-212851) (together with the 2015 Registration Statement, the “Prior Registration Statements”) to register 35,300,000 additional ordinary shares which may be issued under the Plan, including (i) 33,300,000 ordinary shares which were approved by the Registrant’s shareholders at its Annual Meeting of Shareholders on April 18, 2016 and (ii) 2,000,000 ordinary shares subject to share options, restricted shares and restricted share units issued under the Plan as “substitute awards” in connection with the consummation of the Registrant’s acquisition of the global generics business of Allergan plc (“Allergan”) pursuant to that certain Master Purchase Agreement, dated as of July 26, 2015, as amended, by and between the Registrant and Allergan.
In connection with the consummation of the Registrant’s acquisition of Anda Inc. (“Anda”) pursuant to that certain Stock Purchase Agreement, dated as of August 2, 2016, by and between the Registrant and Allergan, the Registrant will issue “substitute awards” of share options, restricted shares and restricted share units under the Plan. These “substitute awards” will be granted under the Plan in exchange for share options, restricted shares and restricted share units granted to employees of Anda prior to the transaction under the Allergan stock incentive plans. The ordinary shares subject to the “substitute awards” will be issued in reliance on the “mergers and acquisitions” exemption to the shareholder approval requirements under Section 303A.08 of The New York Stock Exchange Listed Company Manual.
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (this “Registration Statement”) is filed by the Registrant to register 300,000 additional ordinary shares subject to the “substitute awards” that will be issued under the Plan to former employees of Anda. In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference, including all exhibits filed therewith or incorporated therein by reference, except as supplemented, amended or superseded by the information set forth below.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
REGISTRATION STATEMENT
Item 8. | EXHIBITS |
The exhibits to this Registration Statement are listed in the Exhibit Index and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Petach Tikva, State of Israel, on the 12th day of October, 2016.
TEVA PHARMACEUTICAL INDUSTRIES LIMITED | ||
By: | /s/ Erez Vigodman | |
Erez Vigodman President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers of the Registrant hereby constitutes and appoints Erez Vigodman, Eyal Desheh, Richard S. Egosi and Deborah Griffin, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and deliver with the Commission under the Securities Act any and all post-effective amendments to this Registration Statement and generally to do all things and perform any and all acts and things whatsoever requisite and necessary or desirable to enable the Registrant to comply with the provisions of the Securities Act and all requirements of the Commission.
[Signatures appear on the following page.]
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name | Title | Date | |
By: | /s/ Prof. Yitzhak Peterburg Prof. Yitzhak Peterburg | Chairman of the Board | October 12, 2016 |
By: | /s/ Erez Vigodman Erez Vigodman | President, Chief Executive Officer and Director (Principal Executive Officer) | October 12, 2016 |
By: | /s/ Eval Desheh Eyal Desheh | Group Executive Vice President and Chief Financial Officer (Principal Financial Officer) | October 12, 2016 |
By: | /s/ Deborah Griffin Deborah Griffin | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | October 12, 2016 |
By: | /s/ Roger Abravanel Roger Abravanel | Director | October 12, 2016 |
By: | /s/ Sol J. Barer Sol J. Barer | Director | October 12, 2016 |
By: | /s/ Rosemary A. Crane Rosemary A. Crane | Director | October 12, 2016 |
By: | /s/ Amir Elstein Amir Elstein | Director | October 12, 2016 |
By: | /s/ Jean-Michel Halfon Jean-Michel Halfon | Director | October 12, 2016 |
By: | /s/ Galia Maor Galia Maor | Director | October 12, 2016 |
By: | /s/ Ory Slonim Ory Slonim | Director | October 12, 2016 |
By: | /s/ Gabrielle Sulzberger �� Gabrielle Sulzberger | Director | October 12, 2016 |
By: | /s/ Deborah Griffin Deborah Griffin | Authorized U.S. Representative | October 12, 2016 |
EXHIBIT INDEX
Exhibit No. | Description | Incorporated by Reference | Filed Herewith | |||
Form | File No. | Exhibit | Filing Date | |||
4.1 | Amended and Restated Deposit Agreement, dated November 5, 2012, among Teva Pharmaceutical Industries Limited, JPMorgan Chase Bank, N.A., as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipt contained therein | F-6 | 333-184652 | 99.(a) | October 30, 2012 | |
4.2 | Amendment to Deposit Agreement, dated February 29, 2016, among Teva Pharmaceutical Industries Limited, JPMorgan Chase Bank, N.A., as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipt contained therein | F-6 POS | 333-208239 | 99.(a)(2) | February 29, 2016 | |
5.1 | Opinion of Tulchinsky Stern Marciano Cohen Levitski & Co. | X | ||||
5.2 | Opinion of Willkie Farr & Gallagher LLP | X | ||||
23.1 | Consent of Kesselman & Kesselman – Independent Registered Public Accounting Firm to the Registrant | X | ||||
23.2 | Consent of PricewaterhouseCoopers LLP – Independent Accountants | X | ||||
23.3 | Consent of Tulchinsky Stern Marciano Cohen Levitski & Co. (included in Exhibit 5.1) | X | ||||
23.4 | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.2) | X | ||||
24.1 | Power of Attorney (included on signature page of this Registration Statement) | X | ||||
99.1 | Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan | 6-K | 001-16174 | Ex. B | July 30, 2015 |