As filed with the Securities and Exchange Commission on May 14, 2020

No. 333-189402

No. 333-194781

No. 333-201242

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-189402

Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-194781

Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-201242

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

Allergan plc

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   2834   98-1114402

(State or other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

+353 1 435 7700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

+353 1 435 7700

(Name, Address and Telephone number, including area code, of Agent for Service)

 

 

With a copy to:

Sophia Hudson, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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 definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

 


DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statements on Form S-4 (collectively, the “Registration Statements”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):

 

   

Registration Statement on Form S-4 (File No. 333-189402), originally filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2013, registering 177,640,577.60 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Allergan plc (formerly known as Actavis plc and Actavis Limited) (“Allergan”) issuable in connection with the acquisition of Warner Chilcott Public Limited Company.

 

   

Registration Statement on Form S-4 (File No. 333-194781), originally filed with the SEC on March 25, 2014, registering 98,702,886 Ordinary Shares issuable in connection with the acquisition of Forest Laboratories, Inc.

 

   

Registration Statement on Form S-4 (File No. 333-201242), originally filed with the SEC on December 23, 2014, registering 128,077,929 Ordinary Shares issuable in connection with the acquisition of Allergan, Inc.

On May 8, 2020, AbbVie Inc. (“AbbVie”) completed its acquisition of Allergan. Pursuant to the Transaction Agreement, dated June 25, 2019 (as amended on May 5, 2020), among AbbVie, Allergan and Venice Subsidiary LLC, a wholly-owned subsidiary of AbbVie (“Acquirer Sub”), Acquirer Sub acquired Allergan pursuant to a scheme of arrangement (“Scheme”) under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Act”) and a capital reduction under Sections 84 to 86 of the Act (the “Acquisition”). As a result of the Scheme, Allergan became a wholly-owned subsidiary of AbbVie.

In connection with the Acquisition, Allergan has terminated any and all of the offerings of Allergan’s securities pursuant to the Registration Statements. In accordance with the undertakings made by Allergan to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, Allergan hereby amends the Registration Statements and removes from registration any and all of the securities of Allergan registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment, and hereby terminates the effectiveness of each of the Registration Statements.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Allergan plc has duly caused this Post-Effective Amendment to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on the 14th day of May, 2020.

 

  Allergan plc
By:  

/s/ Robert A. Michael

Name:   Robert A. Michael
Title:   Director

No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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