As filed with the Securities and Exchange Commission on October 12, 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)
Israel
(State or other jurisdiction
or incorporation or organization)
Not Applicable
(I.R.S. Employer
Identification Number)
   
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
___________________________________________________________
 
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)
 
 
Amount to be registered (2)
 
 
Proposed maximum
offering price per share (3)
 
 
Proposed maximum
aggregate offering price
 
 
Amount of registration fee
 
 
Ordinary Shares, NIS 0.1 par value,
 deposited as American Depositary Shares
 
 
300,000
 
 
$44.69
 
 
$13,407,000.00
 
 
$1,553.87
(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 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”).
(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 October 11, 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 “2015 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 September 3, 2016, the Registrant filed a Registration Statement on Form S-8 (File No. 333-212851) (together with the 2015 Registration Statement, the “Prior Registration Statements”) to register 35,300,000 additional ordinary shares which may be issued under 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.
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, the Registrant will issue “substitute awards” of share options, restricted shares and restricted share units under the Plan.  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.  The ordinary shares subject to the “substitute awards” will be 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 300,000 additional ordinary shares subject to the “substitute awards” that will be issued under the Plan to former employees of Anda.  In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements 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 12th day of October, 2016.
 
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
 
By:
/s/ Erez Vigodman                                                      
   
Erez Vigodman
President and
Chief Executive Officer
     
     
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:
Name
Title
Date
     
By:
 
 
/s/ Prof. Yitzhak Peterburg                  
Prof. Yitzhak Peterburg


Chairman of the Board
October 12, 2016
     
By:
 
/s/ Erez Vigodman                              
Erez Vigodman
President, Chief Executive Officer
and Director
(Principal Executive Officer)
October 12, 2016
     
By:
 
/s/ Eval Desheh                                  
Eyal Desheh
Group Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
October 12, 2016
     
By:
 
/s/ Deborah Griffin                              
Deborah Griffin
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
October 12, 2016
     
By:
/s/ Roger Abravanel                            
Roger Abravanel

Director
October 12, 2016
     
By: 
/s/ Sol J. Barer                                   
Sol J. Barer
 
Director 
 
October 12, 2016
       
By: 
/s/ Rosemary A. Crane                        
Rosemary A. Crane 
 
Director 
 October 12, 2016 
       
By:
/s/ Amir Elstein                                   
Amir Elstein

Director
October 12, 2016
     
By:
/s/ Jean-Michel Halfon                        
Jean-Michel Halfon

Director
October 12, 2016
     
By:
/s/ Galia Maor                                    
Galia Maor

Director
October 12, 2016
     
By:
/s/ Ory Slonim                                    
Ory Slonim

Director
October 12, 2016
     
By: 
/s/ Gabrielle Sulzberger                       
Gabrielle Sulzberger 
 
Director 
October 12, 2016
       
By:
/s/ Deborah Griffin                              
Deborah Griffin

Authorized U.S. Representative
October 12, 2016
     
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
 
Exhibit
 No.
 
 
 
 
Description
 
 
 
 
Incorporated by Reference
 
 
 
 
Filed
 Herewith
 
 
 
 
Form
 
 
 
 
File No.
 
 
 
 
Exhibit
 
 
 
 
Filing Date
 
 
 
4.1
 
 
Amended and Restated Deposit Agreement, dated November 5, 2012, among Teva Pharmaceutical Industries Limited, JPMorgan Chase Bank, N.A., as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipt contained therein
 
 
F-6
 
 
333-184652
 
 
99.(a)
 
 
October 30, 2012
 
  
 
4.2
 
 
Amendment to Deposit Agreement, dated February 29, 2016, among Teva Pharmaceutical Industries Limited, JPMorgan Chase Bank, N.A., as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipt contained therein
 
 
F-6 POS
 
 
333-208239
 
 
99.(a)(2)
 
 
February 29, 2016
 
  
 
5.1
 
 
Opinion of Tulchinsky Stern Marciano Cohen Levitski & Co.
 
        
 
X
 
 
5.2
 
 
Opinion of Willkie Farr & Gallagher LLP
 
        
 
X
 
 
23.1
 
 
Consent of Kesselman & Kesselman – Independent Registered Public Accounting Firm to the Registrant
 
        
 
X
 
23.2 Consent of PricewaterhouseCoopers LLP – Independent Accountants         X
 
23.3
 
 
Consent of Tulchinsky Stern Marciano Cohen Levitski & Co. (included in Exhibit 5.1)
 
        
 
X
 
 
23.4
 
 
Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.2)
 
        
 
X
 
 
24.1
 
 
Power of Attorney (included on signature page of this Registration Statement)
 
        
 
X
 
 
99.1
 
 
Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan
 
 
6-K
 
 
001-16174
 
 
Ex. B
 
 
July 30, 2015