0001209191-14-016918.txt : 20140304
0001209191-14-016918.hdr.sgml : 20140304
20140304185340
ACCESSION NUMBER: 0001209191-14-016918
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20140228
FILED AS OF DATE: 20140304
DATE AS OF CHANGE: 20140304
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Endo International plc
CENTRAL INDEX KEY: 0001593034
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 25-28 NORTH WALL QUAY
CITY: DUBLIN
STATE: L2
ZIP: 1
BUSINESS PHONE: 416-216-0000
MAIL ADDRESS:
STREET 1: 25-28 NORTH WALL QUAY
CITY: DUBLIN
STATE: L2
ZIP: 1
FORMER COMPANY:
FORMER CONFORMED NAME: Endo International Ltd
DATE OF NAME CHANGE: 20131203
FORMER COMPANY:
FORMER CONFORMED NAME: Sportwell Ltd
DATE OF NAME CHANGE: 20131126
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Farhat Camille
CENTRAL INDEX KEY: 0001554635
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36326
FILM NUMBER: 14666763
MAIL ADDRESS:
STREET 1: C/O AMERICAN MEDICAL SYSTEMS, INC.
STREET 2: 10700 BREN ROAD WEST
CITY: MINNETONKA
STATE: MN
ZIP: 55343
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-02-28
0
0001593034
Endo International plc
ENDP
0001554635
Farhat Camille
C/O AMERICAN MEDICAL SYSTEMS
10700 BREN ROAD WEST
MINNETONKA
MN
55343
0
1
0
0
President, AMS, Inc.
Ordinary Shares
2014-02-28
4
A
0
4031
A
4031
D
2010 Stock Incentive Plan Restricted Stock Units (RSU)
2014-02-28
4
A
0
15978
A
15978
D
Assumed Stock Incentive Plan Restricted Stock Units (RSU)
2014-02-28
4
A
0
2195
A
2195
D
2010 Stock Incentive Plan Restricted Stock Units (RSU)
2014-02-28
4
A
0
5416
A
5416
D
Assumed Stock Incentive Plan Performance Shares
2014-02-28
4
A
0
5854
A
5854
D
2010 Stock Incentive Plan Performance Shares
2014-02-28
4
A
0
7296
A
7296
D
2010 Stock Incentive Plan Performance Shares
2014-02-28
4
A
0
10832
A
10832
D
2010 Stock Incentive Plan Stock Options (NQ)
32.27
2014-02-28
4
A
0
71177
A
2022-09-05
Ordinary Shares
71177
71177
D
Assumed Stock Incentive Plan Stock Options (NQ)
30.80
2014-02-28
4
A
0
9697
A
2020-02-27
Ordinary Shares
9697
9697
D
2010 Stock Incentive Plan Stock Options (NQ)
79.33
2014-02-28
4
A
0
20182
A
2024-02-26
Ordinary Shares
20182
20182
D
On February 28, 2014, Endo Health Solutions Inc. ("Endo") and Paladin Laboratories Inc. ("Paladin") consummated a transaction under an arrangement agreement pursuant to which each of Endo and Paladin was acquired by a new Irish holding company, Endo International plc ("New Endo"). Under the terms of the arrangement agreement (a) New Endo acquired Paladin pursuant to a plan of arrangement under Canadian law and (b) a newly formed subsidiary of New Endo merged with and into Endo, with Endo as the surviving corporation in the merger (the "Merger") and an indirect wholly owned subsidiary of New Endo. At the effective time of the Merger, each Endo common share was cancelled and converted into the right to receive one New Endo ordinary share. The number here represents shares of New Endo acquired pursuant to the Merger.
These restricted stock units granted on September 5, 2012 under the 2010 Stock Incentive Plan, of which 5,327 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each remaining grant date anniversary through September 5, 2016, were assumed by New Endo in the Merger and converted into New Endo restricted stock units with the same terms and conditions as the original Endo restricted stock units.
These restricted stock units granted on February 27, 2013 under the Assumed Stock Incentive Plan, of which 732 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each remaining grant date anniversary through February 27, 2017, were assumed by New Endo in the Merger and converted into New Endo restricted stock units with the same terms and conditions as the original Endo restricted stock units.
These restricted stock units granted on February 26, 2014 under the 2010 Stock Incentive Plan, of which none are vested as of February 28, 2014 with the unvested portion generally vesting 25% annually at each future grant date anniversary through February 26, 2018, were assumed by New Endo in the Merger and converted into New Endo restricted stock units with the same terms and conditions as the original Endo restricted stock units.
These performance share units granted on March 8, 2013 under the Assumed Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on March 1, 2016 upon the Company achieving certain shareholder return targets over the period beginning on January 1, 2013 and ending on December 31, 2015. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified shareholder return targets over the cumulative 3-year period set forth above.
These performance share units granted on July 1, 2013 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on July 1, 2016 upon the Company achieving certain financial targets over the period beginning on July 1, 2013 and ending on July 1, 2016. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified performance targets over the cumulative 3-year period set forth above.
These performance share units granted on February 26, 2014 under the 2010 Stock Incentive Plan were assumed by New Endo in the Merger and converted into New Endo performance share units with the same terms and conditions as the original Endo performance share units. These performance shares vest on February 26, 2017 upon the Company achieving certain shareholder return targets over the period beginning on February 26, 2014 and ending on February 26, 2017. The amount of performance share units included in this line represents the target quantity of shares issuable. The exact number of shares issuable, between 0% and 300% of the target shares, will be based on achievement, as determined by the Compensation Committee of the Board of Directors of Endo, of the specified shareholder return targets over the cumulative 3-year period set forth above.
These non-qualified stock options granted on September 5, 2012 under the 2010 Stock Incentive Plan, of which 17,795 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through September 5, 2016, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
These non-qualified stock options granted on February 27, 2013 under the Assumed Stock Incentive Plan, of which 2,425 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through February 27, 2017, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
These non-qualified stock options granted on February 26, 2014 under the 2010 Stock Incentive Plan, of which none are vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each grant date anniversary through February 26, 2018, were assumed by New Endo in the Merger and converted into options to purchase ordinary shares of New Endo for the listed exercise price per share with the same terms and conditions as the original Endo stock options.
/s/ Caroline B. Manogue, by power of attorney
2014-03-04
EX-24.4_511852
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these present that the undersigned hereby makes, constitutes and
appoints Caroline B. Manogue and Daniel Rudio as the undersigned's true and
lawful attorneys-in-fact, with full power and authority as hereinafter described
on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of Endo Health Solutions
Inc., a Delaware corporation (the "Company"), with the United States Securities
and Exchange Commission, any national securities exchanges and the Company, as
considered necessary or advisable under Section 16(a) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder, as amended
from time to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;
(3) neither the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirement of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect with respect to
each undersigned until revoked by such undersigned in a signed writing delivered
to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 19 day of July 2012.
SIGNATURE TITLE
/S/ CAMILLE FARHAT
Camille Farhat President, American Medical Systems, Inc.
STATE OF ILLINOIS:
LAKE COUNTY:
On this 19 day of July 2012, the above-named individual personally appeared
before me, and acknowledged that he executed the foregoing instrument for the
purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/ ANN ISENBERG
Notary Public
STATE OF MINNESOTA
NOTARIAL SEAL
ANN ISENBERG, Notary Public
My Commission Expires January 31, 2015