Current Report Filing (8-k)
02 February 2018 - 12:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 1, 2018 (January 31, 2018)
ALLERGAN PLC
(Exact
Name of Registrant as Specified in Charter)
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Ireland
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001-36867
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98-1114402
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
(Address of Principal Executive Offices)
(862)
261-7000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c)
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this
chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02
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Results of Operations and Financial Condition.
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The information relating to a
pre-tax
charge in the quarter ended December 31, 2017, as described in Item 8.01 below, is incorporated herein by reference.
On January 31, 2018, Allergan plc (the Company) and Teva
Pharmaceuticals Industries Ltd. (Teva) entered into a Settlement Agreement and Mutual Releases (the Agreement). The Agreement provides that the Company will make a
one-time
payment of
$700 million to Teva, the Company and Teva will jointly dismiss their working capital dispute arbitration (which is described in greater detail in the Companys Form
10-Q
filed on November 2,
2017), and the Company and Teva will release actual or potential claims under the Master Purchase Agreement, dated July 26, 2015, by and between the Company and Teva, for breach of any representation, warranty or covenant (other than any breach
of a post-closing covenant not known as of the date of the Agreement). The Company will take a
one-time
pre-tax
charge to Discontinued Operations of approximately
$465 million in the quarter ended December 31, 2017 associated with the Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: February 1, 2018
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Allergan plc
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By:
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/s/ A. Robert D. Bailey
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A. Robert D. Bailey
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Chief Legal Officer and Corporate Secretary
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