As filed with the Securities and Exchange Commission on August 3, 2016

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)

5 Basel Street
P.O. Box 3190
Petach Tikva, 4951033 Israel
(Address of Principal Executive Offices)

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Teva Pharmaceutical Industries Limited
2015 Long-Term Equity-Based Incentive Plan
(Full title of the plan)

 

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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)

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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

(1)	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.

(2)

This Registration Statement on Form S-8 (this “Registration Statement”) covers 35,300,000 additional ordinary shares which may be issued under the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the “Plan”), including (i) 33,300,000 ordinary shares which were approved by the Registrant’s shareholders at its Annual Meeting of Shareholders on April 18, 2016 and (ii) 2,000,000 ordinary shares subject to share options, restricted shares and restricted share units issued under the Plan as “substitute awards” in connection with the consummation of the Registrant’s acquisition of the global generics business of Allergan plc (“Allergan”) pursuant to that certain Master Purchase Agreement, dated as of July 26, 2015, as amended, by and between the Registrant and Allergan.  These “substitute awards” were granted under the Plan in exchange for share options, restricted shares and restricted share units granted to employees of Allergan 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”).

(3)	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 August 2, 2016, as reported by The New York Stock Exchange.

          

EXPLANATORY NOTE

On September 9, 2015, Teva Pharmaceutical Industries Limited (the “Registrant”) filed a Registration Statement on Form S-8 (File No. 333-206753) (the “Prior Registration Statement”) to register 46,200,000 ordinary shares of the Registrant, NIS 0.1 par value (“ordinary shares”), which may be issued under the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the “Plan”).

On April 18, 2016, at the Registrant’s Annual Meeting of Shareholders, the Registrant’s shareholders approved an amendment to the Plan to increase the number of ordinary shares available for issuance thereunder by an additional 33,300,000 shares.

In connection with the consummation of the Registrant’s acquisition of the global generics business of Allergan plc (“Allergan”) pursuant to that certain Master Purchase Agreement, dated as of July 26, 2015, as amended, by and between the Registrant and Allergan, the Registrant issued “substitute awards” of share options, restricted shares and restricted share units under the Plan.  These “substitute awards” were granted under the Plan in exchange for share options, restricted shares and restricted share units granted to employees of Allergan prior to the transaction under the Allergan stock incentive plans.  The ordinary shares subject to the “substitute awards” were issued in reliance on the “mergers and acquisitions” exemption to the shareholder approval requirements under Section 303A.08 of The New York Stock Exchange Listed Company Manual.

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (this “Registration Statement”) is filed by the Registrant to register 35,300,000 additional ordinary shares, including (i) 33,300,000 ordinary shares which were approved by the Registrant’s shareholders at its Annual Meeting of Shareholders on April 18, 2016 and (ii) 2,000,000 ordinary shares subject to the “substitute awards” issued under the Plan to former employees of Allergan.  In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, including all exhibits filed therewith or incorporated therein by reference, except as supplemented, amended or superseded by the information set forth below.

PART II

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 8.

EXHIBITS

The exhibits to this Registration Statement are listed in the Exhibit Index and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Petach Tikva, State of Israel, on the 3rd day of August, 2016.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers of the Registrant hereby constitutes and appoints Erez Vigodman, Eyal Desheh, Richard S. Egosi and Deborah Griffin, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and deliver with the Commission under the Securities Act any and all post-effective amendments to this Registration Statement and generally to do all things and perform any and all acts and things whatsoever requisite and necessary or desirable to enable the Registrant to comply with the provisions of the Securities Act and all requirements of the Commission.

[Signatures appear on the following page.]

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

EXHIBIT INDEX