S-8

As Filed with the Securities and Exchange Commission on November 15, 2021

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

PERRIGO COMPANY PLC

(Exact name of registrant as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

The Sharp Building, Hogan Place

Dublin 2, Ireland

Telephone: +353 1 7094000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive office)

PERRIGO COMPANY PLC 2019 LONG-TERM INCENTIVE PLAN

(Full Title of the Plan)

Todd W. Kingma

Executive Vice President, General Counsel and Company Secretary

Perrigo Company plc

515 Eastern Avenue

Allegan, Michigan 49010

Telephone: (269) 686-1941

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Marc A. Leaf

Faegre Drinker Biddle & Reath LLP

1177 6th Ave, 41st Floor

New York, NY 10036

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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Title of securities to be registered	Title of Plan	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Ordinary Shares, nominal value €0.001 per share	Perrigo Company 2019 Long-Term Incentive Plan	1,370,000(3)	$42.22(2)	$57,841,400(2)	$5,351.90

(1) 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, nominal value €0.001 per share (“Ordinary Shares”) of Perrigo Company plc (the “Company” or the “Registrant”), 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.

(2) Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price 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 Company’s Ordinary Shares as reported on the New York Stock Exchange on November 10, 2021. Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.

(3) Represents ordinary shares issuable pursuant to the Perrigo 2019 Long-term Incentive Plan (the “LTIP”) being registered herein, which consist of ordinary shares that have become available for delivery with respect to awards under the LTIP pursuant to the share counting, share recycling and other terms and conditions of the LTIP.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) relates to the registration of Ordinary Shares, nominal par value €0.001 per share, of the Company to be offered under (i) the Perrigo Company plc 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan was adopted as an amendment and restatement of the 2013 Long-Term Incentive Plan (the “2013 Plan”), which was adopted as an amendment and restatement of the 2008 Long-Term Incentive Plan (the “2008 Plan”), which was adopted as an amendment and restatement of the 2003 Long-Term Incentive Plan (the “2003 Plan”). The Company has earlier filed a registration statement on Form S-8 (File No. 333-192946) relating to the 2013 Plan, the 2008 Plan, the 2003 Plan (the “Earlier Registration Statement”). Subject to Item 3 of Part II of this Registration Statement and except as modified or superseded herein, the contents of the Earlier Registration Statement are incorporated herein by reference. This Registration Statement is being filed by the Registrant to register the issuance of an additional 1,370,000 of the Registrant’s ordinary shares, that may be awarded under the 2019 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following documents are filed or incorporated by reference as part of this Registration Statement.

Exhibit Number	Description of Exhibit
4.1	Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited) (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed December 19, 2013) (File No. 333-192946)
4.2	Memorandum and Articles of Association of Perrigo Company plc, as amended and restated (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2017) (File No. 001-36353)
4.3	Perrigo Company plc 2019 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 30, 2019)
5.1*	Opinion of A&L Goodbody
23.1*	Consent of Ernst & Young LLP, independent registered public accounting firm for Perrigo Company
23.3*	Consent of A&L Goodbody (included in Exhibit 5.1)
24.1*	Powers of Attorney (included as part of the signature page hereto)

* Filed herewith.

2

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on November 15, 2021.

PERRIGO COMPANY PLC
By:	/s/ Todd W. Kingma
	Todd W. Kingma
	Executive Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Murray S. Kessler, Raymond P. Silcock and Todd W. Kingma, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated on November 15, 2021.

Signature	Title
/s/ Murray S. Kessler Murray S. Kessler	Chief Executive Officer and President (Principal Executive Officer) and Director
/s/ Raymond P. Silcock Raymond P. Silcock	Chief Financial Officer and Executive Vice President (Principal Accounting and Financial Officer)
/s/ Rolf A. Classon Rolf A. Classon	Director
/s/ Bradley A. Alford Bradley A. Alford	Director
/s/ Adriana Karaboutis Adriana Karaboutis	Director
/s/ Jeffrey B. Kindler Jeffrey B. Kindler	Director
/s/ Erica L. Mann Erica L. Mann	Director

3

/s/ Donal O’Connor Donal O’Connor	Director
/s/ Geoffrey M. Parker Geoffrey M. Parker	Director
/s/ Theodore R. Samuels Theodore R. Samuels	Director
/s/ Orlando D. Ashford Orlando D. Ashford	Director
/s/ Katherine C. Doyle Katherine C. Doyle	Director

4

EX-5.1

Exhibit 5.1

	A&L Goodbody LLP	Dublin
	International Financial Services Centre	Belfast
	25-28 North Wall Quay, Dublin 1	London
	D01 H104	New York
	T: +353 1 649 2000	San Francisco
	DX: 29 Dublin | www.algoodbody.com	Palo Alto

Date	15 November 2021
Our ref	01416925
Your ref

Perrigo Company plc

The Sharp Building

Hogan Place

Dublin 2

Ireland

Perrigo Company plc (the Company)

Dear Sirs

We are acting as Irish counsel to the Company, a public limited company incorporated under the laws of Ireland (registered number 529592), in connection with the proposed registration by the Company of 1,370,000 ordinary shares of the Company, par value €0.001 per share (the Shares), pursuant to a Registration Statement on Form S-8 (the Registration Statement) to be filed by the Company under the Securities Act of 1933, as amended. This opinion is solely related to the Registration Statement.

The Shares are issuable pursuant to the share recycling and other terms and conditions of the Perrigo Company plc 2019 Long Term Incentive Plan, which was adopted and assumed by the Company’s shareholders on 22 November 2013 and further amended and restated by shareholder approval on 26 April 2019 (referred to as the Plan, including any amendments, restatements or sub-plan thereof).

In connection with this opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have examined, and have assumed the truth and accuracy of the contents of, such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the (continued) truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.

We have further assumed:

1 that as of today’s date and at each time Shares will be issued, none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Shares will be issued in accordance with such resolutions and authorities and the terms of the Plan;

2 that each time Shares will be issued, the Company will have sufficient authorised but unissued share capital to allow for the issue of the Shares;

CE Gill • JG Grennan • PD White • VJ Power • LA Kennedy • SM Doggett • B McDermott • S O’Riordan • MP McKenna • KA Feeney • M Sherlock • E MacNeill • KP Allen • EA RobertsC Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • AC Burke • D Widger • C Christle • S Ó Croinin • JW Yarr • DR Baxter • A McCarthy • JF Whelan • JB Somerville • MF BarrAM Curran • A Roberts • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy • D Inverarity • M Coghlan • DR Francis • A Casey • B Hosty • M O’BrienL Mulleady • K Ryan • E Hurley • G Stanley • D Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson • P Diggin • J Williams • A O’Beirne • J Dallas • SM LynchM McElhinney • C Owens • AD Ion • K O’Connor • JH Milne • T Casey • M Doyle • CJ Comerford • R Marron • D Berkery • K O’Shaughnessy • S O’Connor • SE MurphyD Nangle • L Butler • A Lawler • C Ó Conluain • N McMahon • HP Brandt • A Sheridan • LM Byrne • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan • R O’DriscollB O’Malley • C Bollard

Consultants: Professor JCW Wylie • AF Browne • MA Greene • AV Fanagan • PM Law • C Duffy

3 that any Shares issued pursuant to the Plan will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Shares of cash at least equal to the nominal value of such Shares and that where Shares are issued under the Plan without the requirement for the payment of cash consideration by or on behalf of the relevant beneficiary, then such Shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by Section 1027 of the Companies Act 2014 of Ireland (the Act) (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by Sections 82(6) and 1043 of the Act) or issued for consideration as set out in Section 1028(2) of the Act;

4 that the filing of the Registration Statement with the United States Securities and Exchange Commission (the SEC) has been authorised by all necessary actions under all applicable laws other than Irish law;

5 that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined;

6 that at the time of the grant by the board of directors of the Company (the Board), any committee of the Board, or any other duly authorised representative of the Company, of an award or other allotment and issue of a Share under the Plan, (i) that the Board will be duly constituted and remain duly constituted; or (ii) that such committee will be duly constituted and remain a duly constituted committee of the Board having the necessary powers and authorities to grant awards and issue the Shares; or (iii) in the case of an authorised representative, that such person has the necessary powers and authorities to grant awards and issue the Shares;

7 the absence of fraud on the part of the Company and its respective officers, employees, agents and advisors; and

8 any recycled shares will have validly become available for recycling under Section 4(d) of the Plan and will be properly recycled in accordance with the terms of the Plan.

Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within qualifications and assumptions, and provided that the Registration Statement, has become effective, we are of the opinion that the Shares have been duly authorised and when issued (and, if required, paid for in either cash or services or otherwise) in accordance with the Registration Statement, the Plan and the options or other equity awards granted or to be granted thereunder will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”) (except for Shares issued pursuant to deferred payment arrangements, which shall be fully paid upon the satisfaction of such payment obligations).

In rendering this opinion, we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This opinion speaks only as of its date. We are not under any obligation to update this opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this opinion.

This opinion is given solely for the benefit of the addressee of this opinion and may not be relied upon by any other person without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.

This opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement.

M-57413283-2 2

The opinion is governed by and construed in accordance with the laws of Ireland.

Yours faithfully

/s/ A&L Goodbody LLP

A&L Goodbody LLP

M-57413283-2 3

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Perrigo Company plc 2019 Long-Term Incentive Plan of our reports dated March 1, 2021, with respect to the consolidated financial statements and schedule of Perrigo Company plc and the effectiveness of internal control over financial reporting of Perrigo Company plc included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Grand Rapids, Michigan

November 15, 2021