Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Exact name of registrant as specified in its charter)
Israel
(State or other jurisdiction
or incorporation or organization)
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Not Applicable
(I.R.S. Employer
Identification Number)
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5 Basel Street
P.O. Box 3190
Petach Tikva, 4951033 Israel
(Address of Principal Executive Offices)
___________________________________________________________
Teva Pharmaceutical Industries Limited
2015 Long-Term Equity-Based Incentive Plan
(Full title of the plan)
___________________________________________________________
Teva Pharmaceuticals USA, Inc.
1090 Horsham Road
North Wales, Pennsylvania 19454
Attention: Deborah Griffin
(215) 591-3000
(Name, address and telephone number, including area code, of agent for service)
___________________________________________________________
Copy to:
Jeffrey S. Hochman, Esq.
Michael A. Katz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
(1)
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Amount to be registered
(2)
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Proposed maximum
offering price per share
(3)
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Proposed maximum
aggregate offering price
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Amount of registration fee
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Ordinary Shares, NIS 0.1 par value,
deposited as American Depositary Shares
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300,000
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$44.69
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$13,407,000.00
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$1,553.87
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(1)
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American Depositary Shares (“ADSs”) issuable on deposit of ordinary shares of Teva Pharmaceutical Industries Limited (the “Registrant”), NIS 0.1 par value (“ordinary shares”), have been registered under a separate registration statement. One ADS equals one ordinary share.
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(2)
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This Registration Statement on Form S-8 (this “Registration Statement”) covers 300,000 additional ordinary shares subject to share options, restricted shares and restricted share units that will be issued under the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the “Plan”) as “substitute awards” in connection with the consummation of the Registrant’s acquisition of Anda Inc. (“Anda”) pursuant to that certain Stock Purchase Agreement, dated as of August 2, 2016, by and between the Registrant and Allergan plc (“Allergan”). These “substitute awards” will be granted under the Plan in exchange for share options, restricted shares and restricted share units granted to employees of Anda prior to the transaction under the Allergan stock incentive plans. In addition, this Registration Statement covers an indeterminable number of additional ordinary shares as may hereafter be offered or issued pursuant to the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration and pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
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(3)
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Estimated solely for calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices per share of the ordinary shares represented by ADSs on October 11, 2016, as reported by The New York Stock Exchange.
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