As filed with the Securities and Exchange Commission on October 1, 2013.

Registration No. 333-189402

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Post-Effective Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ACTAVIS 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 Number)

70 Sir John Rogerson’s Quay

Dublin 2, Ireland

(862) 261-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

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, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Charles Ruck, Esq. R. Scott Shean, Esq. Stephen B. Amdur, Esq. Latham & Watkins LLP 650 Town Center Drive, 20th Floor Costa Mesa, CA 92626-1925 (714) 540-1235		David A. Buchen, Esq. Chief Legal Officer - Global and Secretary Actavis, Inc. Morris Corporate Center III 400 Interpace Parkway Parsippany, NJ 07054 (862) 261-7000		Ryan T. Sullivan, Esq. General Counsel Warner Chilcott Public Limited Company c/o Warner Chilcott Corporation 100 Enterprise Drive Rockaway, New Jersey 07866 (973) 442-3200		Michael Davis, Esq. H. Oliver Smith, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger and the acquisition described in the enclosed joint proxy statement/prospectus.

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.  x

Registration Number: 333-189402

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):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

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)  ¨

 

 

 

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EXPLANATORY NOTE

This post–effective Amendment No. 1 to Actavis plc’s (formerly known as Actavis Limited) Registration Statement on Form S-4 (Registration No. 333-189402) originally filed with the Securities and Exchange Commission on June 18, 2013 (as amended by Amendment No. 1, filed July 31, 2013) (as so amended, the “Registration Statement”), is being filed for the sole purpose of replacing Exhibit 5.1: Form of Opinion of Matheson, previously filed with the Registration Statement, with a final, executed version of Exhibit 5.1, filed herewith. The Registration Statement is hereby amended, as appropriate, to reflect the replacement of such exhibit. This Registration Statement became effective upon filing with the Commission on July 31, 2013 in accordance with Rule 462(d) under the Securities Act.

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Item 21. Exhibits and Financial Statement Schedules.

(a) The exhibits listed below in the “Exhibit Index” are filed as part of, or are incorporated by reference in, this joint proxy/registration statement.

 

Exhibit Number		Exhibit Description
2.1*		Transaction Agreement, dated May 19, 2013, by and among Actavis, Inc., Warner Chilcott Public Limited Company, Actavis Limited (now known as Actavis plc), Actavis Ireland Holding Limited, Actavis W.C. Holding LLC (now known as Actavis W.C. Holding Inc.) and Actavis W.C. Holding 2 LLC (now known as Actavis W.C. Holding 2 Inc. (included as Annex A to the joint proxy statement/prospectus that is a part of this registration statement)
2.2*		Part A of Appendix III to Rule 2.5 Announcement (Conditions of the Acquisition and the Scheme) (included as Annex B to the joint proxy statement/prospectus that is a part of this registration statement)
2.3*		Expenses Reimbursement Agreement, dated as of May 19, 2013, by and between Warner Chilcott and Actavis (included as Annex C to the joint proxy statement/prospectus that is a part of this registration statement)
3.1*		Form of Memorandum and Articles of Association of Actavis Limited (now known as Actavis plc) (included as Annex D to the joint proxy statement/prospectus that is a part of this registration statement)
5.1		Opinion of Matheson as to the validity of the New Actavis ordinary shares
8.1*		Opinion of Davis Polk & Wardwell LLP, relating to tax matters
8.2*		Opinion of Latham & Watkins LLP, relating to tax matters
21.1*		Subsidiaries of Actavis Limited
23.1		Consent of Matheson (included in Exhibit 5.1)
23.2*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Actavis
23.3*		Consent of KPMG ehf., independent auditors for Actavis Pharma Holding 4 ehf. and Actavis S.à r.l.
23.4*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Warner Chilcott
23.5*		Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.1*)
23.6*		Consent of Latham & Watkins LLP (included in Exhibit 8.2*)
24.1*		Power of Attorney
99.1*		Actavis Pharma Holding 4 ehf. and Actavis S.à r.l. - Audited and Unaudited Combined/Consolidated Financial Statements (incorporated by reference to Exhibit 99.1 to Watson Pharmaceuticals, Inc.’s Current Report on Form 8-K filed on September 27, 2012)
99.2*		Consent of BofA Merrill Lynch
99.3*		Consent of Greenhill
99.4*		Consent of Deutsche Bank
99.5*		List of Relevant Territories for DWT Purposes (included as Annex H to the joint proxy statement/prospectus that is a part of this registration statement)
99.6*		Form of Proxy Card for Actavis Special Meeting
99.7*		Form of Proxy Card for Warner Chilcott Court Meeting and Warner Chilcott EGM

 

*	Previously filed.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this post–effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey, on the 1st day of October, 2013.

 

Pursuant to the requirements of the Securities Act of 1933, this post–effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated below on October 1, 2013.

 

Signature		Title
* Paul Bisaro		President and Chief Executive Officer (Principal Executive Officer)
* R. Todd Joyce		Chief Financial Officer – Global (Principal Financial Officer)
* James D’Arecca		Vice President, Chief Accounting Officer (Principal Accounting Officer)
* Paul Bisaro		Director
* James H. Bloem		Director
* Christopher Bodine		Director
* Tamar Howson		Director
* John A. King		Director
* Catherine M. Klema		Director
* Jiri Michal		Director
* Jack Michelson		Director
* Patrick O’Sullivan		Director
* Ronald Taylor		Director
* Andrew Turner		Director
* Fred G. Weiss		Director

 

* By:		/s/ David A. Buchen
Name: Title:		David A. Buchen Attorney-in-Fact

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Exhibit Index

 

Exhibit Number		Exhibit Description
2.1*		Transaction Agreement, dated May 19, 2013, by and among Actavis, Inc., Warner Chilcott Public Limited Company, Actavis Limited (now known as Actavis plc), Actavis Ireland Holding Limited, Actavis W.C. Holding LLC (now known as Actavis W.C. Holding Inc.) and Actavis W.C. Holding 2 LLC (now known as Actavis W.C. Holding 2 Inc. (included as Annex A to the joint proxy statement/prospectus that is a part of this registration statement)
2.2*		Part A of Appendix III to Rule 2.5 Announcement (Conditions of the Acquisition and the Scheme) (included as Annex B to the joint proxy statement/prospectus that is a part of this registration statement)
2.3*		Expenses Reimbursement Agreement, dated as of May 19, 2013, by and between Warner Chilcott and Actavis (included as Annex C to the joint proxy statement/prospectus that is a part of this registration statement)
3.1*		Form of Memorandum and Articles of Association of Actavis Limited (now known as Actavis plc) (included as Annex D to the joint proxy statement/prospectus that is a part of this registration statement)
5.1		Opinion of Matheson as to the validity of the New Actavis ordinary shares
8.1*		Opinion of Davis Polk & Wardwell LLP, relating to tax matters
8.2*		Opinion of Latham & Watkins LLP, relating to tax matters
21.1*		Subsidiaries of Actavis Limited
23.1		Consent of Matheson (included in Exhibit 5.1)
23.2*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Actavis
23.3*		Consent of KPMG ehf., independent auditors for Actavis Pharma Holding 4 ehf. and Actavis S.à r.l.
23.4*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Warner Chilcott
23.5*		Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.1)
23.6*		Consent of Latham & Watkins LLP (included in Exhibit 8.2)
24.1*		Power of Attorney
99.1*		Actavis Pharma Holding 4 ehf. and Actavis S.à r.l. - Audited and Unaudited Combined/Consolidated Financial Statements (incorporated by reference to Exhibit 99.1 to Watson Pharmaceuticals, Inc.’s Current Report on Form 8-K filed on September 27, 2012)
99.2*		Consent of BofA Merrill Lynch
99.3*		Consent of Greenhill
99.4*		Consent of Deutsche Bank
99.5*		List of Relevant Territories for DWT Purposes (included as Annex H to the joint proxy statement/prospectus that is a part of this registration statement)
99.6*		Form of Proxy Card for Actavis Special Meeting
99.7*		Form of Proxy Card for Warner Chilcott Court Meeting and Warner Chilcott EGM

 

*	Previously filed.