8-K

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) November 5, 2014

ACTAVIS PLC

(Exact Name of Registrant as Specified in Its Charter)

Ireland	000-55075	98-1114402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Grand Canal Square, Docklands

Dublin 2, Ireland

(Address of Principal Executive Offices)

(862) 261-7000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 10, 2014, Actavis plc (the “Company”) announced that Maria Teresa Hilado will become the Company’s new Chief Financial Officer, effective December 8, 2014. R. Todd Joyce will be leaving his role as the Company’s Chief Financial Officer but will remain with the Company through early 2015 to support the transition of his duties.

Ms. Hilado, age 50, joins from PepsiCo, Inc., where she served as Senior Vice President, Finance and Treasurer since 2009. Ms. Hilado has over 26 years of finance, treasury and strategic experience in large global public corporations across a variety of industries. Prior to joining PepsiCo in 2009, she served as the Vice President and Treasurer at Schering-Plough Corp., a pharmaceutical company now known as Merck & Co., from 2008 to 2009. Ms. Hilado joined General Motors (GM) Corporation in 1990, spending 17 years in a variety of senior finance roles including Assistant Treasurer. In addition, she held a variety of positions in mergers and acquisitions, labor negotiations, and treasury. She also served as Chief Financial Officer of General Motors Acceptance Corporation Commercial Finance from 2001 to 2005. Ms. Hilado currently serves on the board of directors of H.B. Fuller Company, which she joined in October 2013, and from May 2013 until August 2013, served on the board of directors of Bausch + Lomb.

Ms. Hilado’s offer letter with the Company provides for (i) a starting annual base salary of $545,000; (ii) beginning in 2015, eligibility to participate in the Company’s annual cash incentive plan, with a target bonus opportunity equal to 100% of base salary; (iii) a new hire long-term incentive equity grant with a target value of $5,730,000, consisting 75% in value of performance-share units, the terms of which were described in Item 5.02 of the Company’s Current Report on Form 8-K filed on July 3, 2014, and 25% in value in options subject to vesting in equal annual installments over a five-year period; (iv) a one-time award under the Company’s merger success award plan, to be settled in cash or Company ordinary shares of an equivalent fair market value (in the discretion of the compensation committee), with a target value of $5,000,000 and a maximum award value of $10,000,000, based on the Company’s achievement of pre-established goals during the performance period of July 1, 2014 through December 31, 2017; (v) a sign-on bonus of $3,000,000, payable in two equal installments on March 15, 2015 and on the first anniversary of Ms. Hilado’s hire date (subject to repayment under certain circumstances); (vi) a sign-on grant of restricted share units valued at $3,000,000, to vest in four equal annual installments; and (vii) eligibility to participate in the Company’s deferred compensation plan. In the event of a termination of Ms. Hilado’s employment due to a workforce restructuring or change of control, Ms. Hilado will be covered by the Company’s existing severance benefit plan and change of control severance pay plan, the terms of which are generally consistent with the description of benefits payable to comparable executive officers in the Company’s proxy statement for the 2014 annual meeting of shareholders filed on March 28, 2014 (the “2014 Proxy Statement”).

There are no family relationships between Ms. Hilado and any other director or executive officer of the Company.

In connection with his departure, the Company has agreed that Mr. Joyce will receive certain severance payments and benefits in accordance with the non-cause termination provisions of his existing employment agreement, as described in the 2014 Proxy Statement. In addition, the Company has agreed that the portion of Mr. Joyce’s outstanding time-vested restricted share units (“RSUs”) granted on May 8, 2014 that would have vested during the 24-month period following Mr. Joyce’s departure date will be paid and delivered in accordance with the schedule provided for under the terms and conditions of the award agreement and equity award plan, without regard to Mr. Joyce’s continued employment. Mr. Joyce also received a right to remain eligible to vest in his outstanding unvested performance-based RSU granted on May 8, 2014, for a similar 24-month period (with the shares earned to be based on actual Company performance during such extended vesting period and delivered in accordance with the schedule provided for under the applicable award agreement and equity award plan). The receipt of the foregoing severance benefits is subject to Mr. Joyce’s execution and non-revocation of a release of claims in favor of the Company.

Copies of the press releases announcing the foregoing are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release Regarding R. Todd Joyce, dated November 5, 2014
99.2	Press Release Regarding Maria Teresa Hilado, dated November 10, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2014	Actavis plc
	By:	/s/ A. Robert D. Bailey
	Name:	A. Robert D. Bailey
	Title:	Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACTS:	Actavis:
	Investors:
	Lisa DeFrancesco
	(862) 261-7152
	Media:
	Charlie Mayr
	(862) 261-8030
	David Belian
	(862) 261-8141

Actavis Announces Planned Retirement of R. Todd Joyce

in Early 2015

DUBLIN, IRELAND – November 5, 2014 – Actavis plc (NYSE: ACT), a leading global specialty pharmaceutical company, today announced that Chief Financial Officer R. Todd Joyce will retire from Actavis in early 2015. To ensure a smooth transition, the Company said Mr. Joyce will continue as the Company’s CFO until a successor is named. Actavis has engaged a leading executive search firm to identify a successor.

“Although Todd and I have only worked together formally since July 1, we collaborated in the planning process from the announcement of the Forest acquisition last February through the July close, and we continue to work closely today as we come together as an integrated company generating strong financial performance,” said Brent Saunders, Actavis CEO and President. “Todd leaves our Company with an exceptionally sound financial foundation, strong momentum through the remainder of this year and 2015 and a top tier finance team dedicated to our continued growth and the creation of sustainable shareholder value. We wish him health and happiness in his retirement.”

“Todd has been an integral part of the executive leadership team that reshaped our Company from a U.S.-centric generic company into a truly global, specialty pharmaceutical leader,” said Paul Bisaro, Executive Chairman of the Board. “Through his leadership, Todd was pivotal in helping our Company develop financial strategies that supported our transformative growth. He was instrumental in executing initiatives that drove our ability to deliver consistent earnings

and cash flow growth and sound fiscal management that supported our commitment to our investment grade rating. I am honored to have worked closely with him, and appreciate his dedication and counsel during the years that we have worked together.”

“Over the past 17 years I have had the unique opportunity to be part of the transformation of a truly extraordinary company, especially the last five years as CFO” said Mr. Joyce. “I am proud of the shareholder value that we have created as we consistently executed our business plans. Our strategic acquisitions and global expansion have added size, scale and diversification, and the Company is well positioned for the future. All of this has been accomplished while maintaining a conservative capital structure. I am also proud of the team of professionals that I helped to recruit and worked with, and I am confident they will continue to be exceptional stewards of our Company’s assets. I look forward to working with Brent and my colleagues on the executive leadership team to ensure a smooth transition.”

Mr. Joyce has served as Chief Financial Officer of the Company since October 2009. Mr. Joyce joined then Watson Pharmaceuticals in 1997 as Corporate Controller, and was named Vice President, Corporate Controller and Treasurer in 2001.

About Actavis

Actavis plc (NYSE:ACT), headquartered in Dublin, Ireland, is a unique specialty pharmaceutical company focused on developing, manufacturing and commercializing high quality affordable generic and innovative branded pharmaceutical products for patients around the world.

Actavis markets a broad portfolio of branded and generic pharmaceuticals and develops innovative medicines for patients suffering from diseases principally in the central nervous system, gastroenterology, women’s health, urology, cardiovascular, respiratory and anti-infective therapeutic categories. The company is an industry leader in product research and development, with one of the broadest brand development pipelines in the pharmaceutical industry, and a leading position in the submission of generic product applications. Actavis has commercial operations in more than 60 countries and operates more than 30 manufacturing and distribution facilities around the world.

For more information, visit Actavis’ website at www.actavis.com.

Actavis Forward-Looking Statement

Statements contained in this communication that refer to Actavis’ estimated or anticipated future results, including estimated synergies, or other non-historical facts are forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this communication. Actual results may differ materially from Actavis’ current expectations depending upon a number of factors affecting Actavis’ business. These factors include, among others, the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; market acceptance of and continued demand for Actavis’ products; difficulties or

delays in manufacturing; and such other risks and uncertainties detailed in Actavis’ periodic public filings with the Securities and Exchange Commission, including but not limited to Actavis plc’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and from time to time in Actavis’ other investor communications. Except as expressly required by law, Actavis disclaims any intent or obligation to update or revise these forward-looking statements.

EX-99.2

Exhibit 99.2

NEWS RELEASE

CONTACTS:	Actavis:
	Investors:
	Lisa DeFrancesco
	(862) 261-7152
	Media:
	Charlie Mayr
	(862) 261-8030
	David Belian
	(862) 261-8141

Actavis Names Maria Teresa Hilado Chief Financial Officer

- Expertise in global finance, M&A, business development –

- Will join Actavis effective December 8, 2014 -

DUBLIN, IRELAND – November 10, 2014 – Actavis plc (NYSE: ACT), a leading global specialty pharmaceutical company, today announced that Maria Teresa (Tessa) Hilado will join the Company, effective December 8, 2014, as Chief Financial Officer.

Ms. Hilado brings more than 26 years of global finance experience to the position, and will be based at the Company’s Parsippany, NJ, U.S. Administrative Headquarters. She will succeed R. Todd Joyce, who will remain with Actavis through early 2015 to support the transition.

“Tessa is an experienced, finance leader whose nearly three decades in financial leadership roles at some of the world’s leading multinational corporations will be invaluable to Actavis as we continue our evolution as one of the fastest-growing and most dynamic pharmaceutical companies in the world,” said Brent Saunders, Actavis CEO and President. “She will bring extensive expertise in global finance, mergers and acquisitions and business development, and is widely recognized for her exceptional leadership skills. We are excited to add a senior executive of Tessa’s caliber to Actavis.”

Ms. Hilado joins Actavis from PepsiCo, Inc., where she has served as Senior Vice President, Finance and Treasurer since 2009. Prior to PepsiCo, she served as Vice President and Treasurer for Schering-Plough Corporation from 2008 to 2009. Ms. Hilado spent more than 17 years with General Motors Corporation, in a variety of increasingly responsible positions most notably Assistant Treasurer from 2006 to 2008, and previously CFO GMAC Commercial Finance LLC from 2001 to 2005. She also held positions in the capital markets, business development, worldwide funding and pension analysis and overseas financing functions. She began her career with Far East Bank and Trust Company, Manila, Philippines.

Ms. Hilado serves on the Board of Directors of H.B. Fuller, and previously served on the Board of Directors of Bausch & Lomb. She earned a Master’s in Business Administration from the University of Virginia’s Darden School of Business Administration, and a Bachelor of Science in Management Engineering from Ateneo de Manila University in the Philippines.

About Actavis

Actavis plc (NYSE:ACT), headquartered in Dublin, Ireland, is a unique specialty pharmaceutical company focused on developing, manufacturing and commercializing high quality affordable generic and innovative branded pharmaceutical products for patients around the world.

Actavis markets a broad portfolio of branded and generic pharmaceuticals and develops innovative medicines for patients suffering from diseases principally in the central nervous system, gastroenterology, women’s health, urology, cardiovascular, respiratory and anti-infective therapeutic categories. The company is an industry leader in product research and development, with one of the broadest brand development pipelines in the pharmaceutical industry, and a leading position in the submission of generic product applications. Actavis has commercial operations in more than 60 countries and operates more than 30 manufacturing and distribution facilities around the world.

For more information, visit Actavis’ website at www.actavis.com.

Actavis Forward-Looking Statement

Statements contained in this communication that refer to Actavis’ estimated or anticipated future results, including estimated synergies, or other non-historical facts are forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this communication. Actual results may differ materially from Actavis’ current expectations depending upon a number of factors affecting Actavis’ business. These factors include, among others, the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; market acceptance of and continued demand for Actavis’ products; difficulties or delays in manufacturing; and such other risks and uncertainties detailed in Actavis’ periodic public filings with the Securities and Exchange Commission, including but not limited to Actavis plc’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and from time to time in Actavis’ other investor communications. Except as expressly required by law, Actavis disclaims any intent or obligation to update or revise these forward-looking statements.