As Filed with the Securities and Exchange Commission on August 5, 2019
Registration Statement No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Endo International plc
(Exact name of registrant as specified in its charter)
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Ireland
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68-0683755
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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First Floor, Minerva House, Simmonscourt Road,
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Ballsbridge, Dublin 4, Ireland
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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Endo International plc Amended and Restated 2015 Stock Incentive Plan
(Full Title of the Plan)
Matthew J.
Maletta, Esq.
Executive Vice President, Chief Legal Officer
Endo International plc
1400 Atwater Drive
Malvern, Pennsylvania 19355
(484)
216-0000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered
(1)(2)
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Proposed maximum
offering price per
share
(3)
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Proposed maximum
aggregate offering
price
(3)
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Amount of
registration fee
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Ordinary shares, nominal value $0.0001 per share
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7,000,000
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$3.13
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$21,910,000.00
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$2,655.49
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(1)
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This registration statement on Form
S-8
(the
Registration
Statement
) registers the issuance of an aggregate of 7,000,000 ordinary shares, nominal value $0.0001 per share (
Ordinary Shares
), of Endo International plc (the
Company
or the
Registrant
), that have been added to the award pool pursuant to the Endo International plc Amended and Restated 2015 Stock Incentive Plan, as further amended on June 11, 2019.
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act
),
this Registration Statement also covers an indeterminate number of additional Ordinary Shares of the Company which may be offered and issued to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock
splits, recapitalizations, reclassifications, mergers,
split-ups,
reorganizations, consolidations and other capital adjustments.
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(3)
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Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share and
the proposed maximum aggregate offering are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of the Companys Ordinary Shares as reported on the Nasdaq
Global Market on July 29, 2019. Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.
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