As filed with the Securities and Exchange Commission on May 14, 2020
No. 333-223089
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
To
Form S-3
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
Allergan plc
(Exact name
of registrant as specified in its charter)
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Ireland
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98-1114402
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(State or other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400
Ireland
+353 1 435
7700
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Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400
Ireland
+353 1 435
7700
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(Address, including zip code, and telephone
number, including area code, of
registrants principal executive offices)
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(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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Warner Chilcott Limited
(Exact name of registrant as specified in its charter)
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Bermuda
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98-0496358
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(State or other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Ocorian Services (Bermuda) Limited
Victoria Place, 5th Floor
31 Victoria Street
Hamilton
HM 10, Bermuda
+353 1 897 2025
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Ocorian Services (Bermuda) Limited
Victoria Place, 5th Floor
31 Victoria Street
Hamilton
HM 10, Bermuda
+1 441 294 8000
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(Address, including zip code, and telephone
number, including area code, of
registrants principal executive offices)
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(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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*And the Registrants identified in the Table of Additional Registrants below
With a copy to:
Sophia Hudson, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
(212) 446-4800
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to
the registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 definitions of large accelerated
filer, accelerated filer, small 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. ☐
*Table of additional
registrants
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Name
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State or other jurisdiction of
incorporation or
organization
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I.R.S.
employer ID #
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Address and telephone # of
registrants principal
executive offices
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Name, address and telephone # of
agent for
service
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Allergan Capital S.à r.l.
(RCS B178410)
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Luxembourg
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98-1114526
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6, Rue Jean Monnet
L-2180 Luxembourg
Grand
Duchy of Luxembourg
+352 2668 32 33
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TMF Luxembourg
46A, Avenue John F Kennedy
L-1855 Luxembourg
Grand
Duchy of Luxembourg
+352 42 71 71 1
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Allergan Funding SCS
(RCS B187310)
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Luxembourg
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98-1177603
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2, Rue Joseph Hackin
L-1746 Luxembourg
Grand Duchy of Luxembourg
+352 42 7171 3254
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TMF Luxembourg
46A, Avenue John F Kennedy
L-1855 Luxembourg
Grand
Duchy of Luxembourg
+352 42 71 71 1
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Allergan Finance, LLC
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Nevada
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95-3872914
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5 Giralda Farms
Madison, NJ 07940
(862) 261-7000
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CT Corporation System
701 South Carson Street
Suite 200
Carson City, Nevada 89701
800 448 5350
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