Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 Octubre 2013 - 8:21AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 1, 2013
Registration No. 333-161476
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-161476
UNDER
THE
SECURITIES ACT OF 1933
Warner Chilcott Public Limited Company
(Exact name of registrant as specified in its charter)
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Ireland
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98-0626948
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(State or Other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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1 Grand Canal Square, Docklands
Dublin 2, Ireland
+353.1.897.2000
(Address,
including zip code, and telephone number including area code,
of registrants principal executive offices)
Warner Chilcott Equity Incentive Plan
(Full title of the plan)
Paul M.
Bisaro
President and Chief Executive Officer
Actavis, Inc.
Morris
Corporate Center III
400 Interpace Parkway
Parsippany, New Jersey 07054
(862) 261-7000
(Name, and
address, including zip code, 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, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this
Amendment
) relates to the following Registration Statement of Warner Chilcott Public Limited Company, a
public limited company organized under the laws of Ireland (the
Registrant
), on Form S-8 (the
Registration Statement
):
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Registration Statement No. 333-161476, filed with the Securities and Exchange Commission (the
Commission
) on August 21, 2009, registering the offering and sale of ordinary shares, par value
$0.01 (
Ordinary Shares
) of the Registrant (including shares previously registered on Registration Statement No. 333-137505, filed with the Commission on September 21, 2006) under the Warner Chilcott Equity Incentive
Plan.
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On October 1, 2013, pursuant to the Transaction Agreement, dated as of May 19, 2013, among the Registrant, Actavis, Inc., a
Nevada corporation, Actavis Limited (now known as Actavis plc), a public limited company organized under the laws of Ireland (
Holdco
), Actavis Ireland Holding Limited, a private limited company organized under the laws of Ireland
and a wholly owned direct subsidiary of Holdco, Actavis W.C. Holding LLC (now known as Actavis W.C. Holding LLC Inc.), a Delaware corporation and a wholly owned direct subsidiary of Holdco, and Actavis W.C. Holding 2 LLC (now known as Actavis W.C.
Holding 2 Inc.), a Nevada corporation and a wholly owned direct subsidiary of Holdco, the Registrant was acquired by Holdco pursuant to a scheme of arrangement under Section 201, and a capital reduction under Sections 72 and 74, of
the Irish Companies Act 1963 (the
Scheme
). As a result of the Scheme, the Registrant will become a wholly owned subsidiary of Holdco.
As a result of the Scheme, the Registrant has terminated any and all offerings of securities pursuant to the Registration Statement. Accordingly, the
Registrant hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment,
any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Parsippany, State of New Jersey, on October 1, 2013.
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Warner Chilcott Public Limited Company
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By:
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/s/ David A. Buchen
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Name:
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David A. Buchen
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Title:
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Chief Legal OfficerGlobal and Secretary
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Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Amendment
to the Registration Statement.
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