Amended Quarterly Report (10-q/a)
May 25 2018 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-Q/A
(Amendment No. 1 to Form
10-Q)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2018
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission
File Number
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Exact name of registrant as specified in its charter,
principal office and address and telephone
number
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State of incorporation
or organization
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I.R.S. Employer
Identification No.
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001-36867
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Allergan plc
Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
(862)
261-7000
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Ireland
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98-1114402
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001-36887
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Warner Chilcott Limited
Canons Court
22
Victoria Street
Hamilton HM 12
Bermuda
(441)
295-2244
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Bermuda
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98-0496358
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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:
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Allergan plc
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YES ☒
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NO ☐
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Warner Chilcott Limited
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YES ☒
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NO ☐
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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).
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Allergan plc
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YES ☒
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NO ☐
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Warner Chilcott Limited
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YES ☒
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NO ☐
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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):
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Allergan plc
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Large accelerated filer
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Accelerated filer
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☐
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Non-accelerated
filer (Do not check if a smaller reporting company)
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Warner Chilcott Limited
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer (Do not check if a smaller reporting company)
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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).
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Allergan plc
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YES ☐
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NO ☒
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Warner Chilcott Limited
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YES ☐
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NO ☒
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Number of shares of Allergan plcs 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
#
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Indicates a management contract or compensatory plan or arrangement.
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**
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Filed as an exhibit to the Original Form 10-Q.
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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.
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ALLERGAN PLC
WARNER CHILCOTT
LIMITED
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By:
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/s/ Matthew M. Walsh
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Name:
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Matthew M. Walsh
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Title:
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Chief Financial Officer
(Principal Financial Officer)
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By:
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/s/ James C. DArecca
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Name:
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James C. DArecca
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Title:
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Chief Accounting Officer
(Principal Accounting Officer)
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