0001209191-14-016932.txt : 20140304
0001209191-14-016932.hdr.sgml : 20140304
20140304191415
ACCESSION NUMBER: 0001209191-14-016932
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: Hutson Nancy J
CENTRAL INDEX KEY: 0001379222
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36326
FILM NUMBER: 14666845
MAIL ADDRESS:
STREET 1: 64 MONTAUK AVENUE
CITY: STONINGTON
STATE: CT
ZIP: 06378
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-02-28
0
0001593034
Endo International plc
ENDP
0001379222
Hutson Nancy J
C/O ENDO INTERNATIONAL PLC
25-28 NORTH WALL QUAY
DUBLIN 1
L2
00000
IRELAND
1
0
0
0
Ordinary Shares
2014-02-28
4
A
0
20483
A
20483
D
2010 Stock Incentive Plan Restricted Stock Units (RSU)
2014-02-28
4
A
0
6515
A
6515
D
2007 Stock Incentive Plan Stock Options (NQ)
17.27
2014-02-28
4
A
0
10091
A
2019-03-30
Ordinary Shares
10091
10091
D
2007 Stock Incentive Plan Stock Options (NQ)
23.82
2014-02-28
4
A
0
8094
A
2020-03-12
Ordinary Shares
8094
8094
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 March 12, 2013 under the 2010 Stock Incentive Plan, which vest 100% on March 12, 2014, 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 non-qualified stock options granted on March 30, 2009 under the 2007 Stock Incentive Plan, which were already fully vested as of February 28, 2014, 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 March 12, 2010 under the 2007 Stock Incentive Plan, of which 6,071 were already vested as of February 28, 2014 with the unvested portion generally vesting 25% per year on each remaining grant date anniversary through March 12, 2014, 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_511865
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 each 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 Pharmaceuticals
Holdings 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 26th day of March 2009.
SIGNATURE TITLE
/s/ Nancy J. Hutson, Ph.D. Director
Nancy J. Hutson, Ph.D.
STATE OF FLORIDA:
COUNTY OF Volusia:
On this 26th day of March 2009, 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/ David C. Maynard
Notary Public
David C. Maynrad
Notary Public - State of Florida
My Commission Expires Mar 21, 2010
Commission #DD 531211
Bonded by National Notary Assn.