UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Actavis plc
(Exact Name of Registrant as Specified in its Charter)
| Ireland | 98-1114402 | |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
1 Grand Canal Square
Docklands, Dublin 2, Ireland
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| $500,000,000 Floating Rate Notes due 2016 | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. ¨
Securities Act registration statement file number to which this form relates:
333-202168
Securities to be registered pursuant to Section 12(g) of the Act:
None
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby are $500,000,000 in aggregate principal amount of Floating Rate Notes due 2016 (the “2016 Floating Rate Notes”) of Actavis Funding SCS, an indirectly wholly-owned subsidiary of Actavis plc (the “Company”), which are jointly and severally, irrevocably and unconditionally guaranteed by each of Warner Chilcott Limited, Actavis Capital S.à. r.l. and Actavis, Inc., each of which are wholly-owned indirect subsidiaries of the Company. The descriptions of the 2016 Floating Rate Notes are contained in the Company’s Prospectus, dated February 19, 2015, included in the Company’s registration statement on Form S-3 (File No. 333-202168) under the caption “Description of the Actavis Funding SCS debt securities” and the Company’s Prospectus Supplement with respect to the 2016 Floating Rate Notes, among other debt securities of Actavis Funding SCS, dated March 3, 2015, under the caption “Description of the notes,” and those sections are incorporated herein by reference.
| Item 2. | Exhibits. |
| Exhibit |
Description | |
| 4.1 | Indenture between Actavis Funding SCS and Wells Fargo Bank, N.A., as trustee, dated as of March 12, 2015 (incorporated by reference herein to Exhibit 4.1 of Actavis plc’s Current Report on Form 8-K filed on March 12, 2015). | |
| 4.2 | First Supplemental Indenture between Actavis Funding SCS and Wells Fargo Bank, N.A., as trustee, dated as of March 12, 2015 (incorporated by reference herein to Exhibit 4.2 of Actavis plc’s Current Report on Form 8-K filed on March 12, 2015). | |
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.
| Actavis plc | ||||
| Date: March 12, 2015 |
By: | /s/ A. Robert D. Bailey | ||
| A. Robert D. Bailey | ||||
| Chief Legal Officer and Corporate Secretary | ||||
3