UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

 

 

 

Commission File Number		Exact name of registrant as specified in its charter, principal office and address and telephone  number		State of incorporation or organization		I.R.S. Employer Identification No.
001-36867		Allergan plc Clonshaugh Business and Technology Park Coolock, Dublin, D17 E400, Ireland (862) 261-7000		Ireland		98-1114402
001-36887		Warner Chilcott Limited Cannon’s Court 22 Victoria Street Hamilton HM 12 Bermuda (441) 295-2244		Bermuda		98-0496358

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Name of Each Exchange on Which Registered
Allergan plc Ordinary Shares, $0.0001 par value Allergan plc 5.500% Mandatory Convertible Preferred Shares, Series A, par value of $0.0001 Actavis Funding SCS $500,000,000 Floating Rate Notes due 2016* *Notes issued by Actavis Funding SCS and guaranteed by Warner Chilcott Limited		New York Stock Exchange New York Stock Exchange New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Allergan plc		Yes  x		No  ¨
Warner Chilcott Limited		Yes  x		No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Allergan plc		Yes  ¨		No  x
Warner Chilcott Limited		Yes  ¨		No  x

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:

 

Allergan plc		Yes  x		No  ¨
Warner Chilcott Limited		Yes  x		No  ¨

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).

 

Allergan plc		Yes  x		No  ¨
Warner Chilcott Limited		Yes  x		No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

Allergan plc		¨
Warner Chilcott Limited		x

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):

 

Allergan plc		Large accelerated filer		x		Accelerated filer		¨
		Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨
Warner Chilcott Limited		Large accelerated filer		¨		Accelerated filer		¨
		Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

Allergan plc		Yes  ¨		No  x
Warner Chilcott Limited		Yes  ¨		No  x

The aggregate market value of the voting and non-voting stock held by non-affiliates of Allergan plc as of June 30, 2015, based upon the last sale price reported for such date on the New York Stock Exchange, was $119.0 billion. The calculation of the aggregate market value of voting and non-voting stock excludes Class A ordinary shares of Allergan plc held by executive officers, directors, and stockholders that the registrant concluded were affiliates of Allergan plc on that date.

Number of shares of Allergan plc’s Ordinary Shares outstanding on February 15, 2016: 394,687,384

This Annual Report on Form 10-K 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 Annual Report on Form 10-K 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-K and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III of this Annual Report on Form 10-K (“Annual Report”) is incorporated by reference from the Allergan plc proxy statement to be filed pursuant to Regulation 14A with respect to the Registrant’s Annual Meeting of Shareholders to be held on or about May 5, 2016.

 

 

 

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Explanatory Note

This Amendment No. 1 on Form 10-K/A (the “Amendment”) is a combined report being filed separately by two registrants: Allergan plc and its indirect wholly-owned subsidiary, Warner Chilcott Limited (each, the “Company”).

Each Company is filing this Amendment to its Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on February 26, 2016, solely to file an amended Exhibit 21.1, List of Subsidiaries of each Company. Certain subsidiaries of each Company were inadvertently omitted from the original filing Exhibit 21.1 to the Form 10-K.

As required by the applicable rules, currently-dated Section 302 certifications from each Company’s Chief Executive Officer and Chief Financial Officer are included as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

Except as described above, no other revisions or amendments have been made to any other portion of the Form 10-K. This Amendment does not reflect events that may have occurred after February 26, 2016, the date of the original filing of the Form 10-K, or modify or update any disclosures that may have been affected by subsequent events.

PART IV

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as exhibits to this report:

 

Exhibit Number		Exhibit Description
21.1		List of subsidiaries
31.1		Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 4^th day of April, 2016.

 

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Annual Report has been signed below by the following persons and in the capacities indicated on the 4^th day of April, 2016.

 

Signature		Title
*		Executive Chairman, Director
Paul M. Bisaro
*		Chief Executive Officer, President, Director
Brenton L. Saunders
*		Chief Financial Officer
Maria Teresa Hilado
*		Chief Accounting Officer
James D’Arecca
*		Director
Nesli Basgoz, M.D.
*		Director
James H. Bloem
*		Director
Christopher W. Bodine
*		Director
Christopher J. Coughlin
*		Director
Michael R. Gallagher
*		Director
Catherine M. Klema
*		Director
Peter J. McDonnell, M.D.
*		Director
Patrick J. O’Sullivan
*		Director
Ronald Taylor
*		Director
Fred Weiss

 

*By:		/s/ A. Robert D. Bailey
		A. Robert D. Bailey
		Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 4^th day of April, 2016.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Annual Report has been signed below by the following persons and in the capacities indicated on the 4^th day of April, 2016.

 

Signature		Title
/s/ Claire Gilligan		President (Principal Executive Officer)
Claire Gilligan
/s/ Robert Whiteford Robert Whiteford		Vice President, Director of Finance and Assistant Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)
/s/ A. Robert D. Bailey		Authorized Representative in the United States
A. Robert D. Bailey
/s/ Claire Gilligan		Director
Claire Gilligan
/s/ Robert Whiteford		Director
Robert Whiteford
/s/ Tony Hynds		Director
Tony Hynds

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EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
21.1		List of subsidiaries
31.1		Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.