UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Actavis Funding SCS (Exact Name of Registrant as Specified in Its Charter) |
Warner Chilcott Limited (Exact Name of Registrant as Specified in Its Charter) |
Luxembourg (State or Other Jurisdiction of Incorporation) |
Bermuda (State or Other Jurisdiction of Incorporation) | |
98-1177603 (I.R.S. Employer Identification No.) |
98-0496358 (I.R.S. Employer Identification No.) | |
46A, avenue J.F. Kennedy l-1855 Luxembourg Grand Duchy of Luxembourg (Address of Principal Executive Offices) |
Canons Court 22 Victoria Street Hamilton, HM 12 Bermuda (Address of Principal Executive Offices) | |
Securities to be registered pursuant to Section 12(b) of the Act: | ||
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
$500,000,000 Floating Rate Notes due 2016 | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-202168-02
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. | Description of Registrants Securities to be Registered. |
The securities to be registered hereby are $500,000,000 in aggregate principal amount of Floating Rate Notes due 2016 (the 2016 Floating Rate Notes) of Actavis Funding SCS, an indirectly wholly-owned subsidiary of Warner Chilcott Limited (the Company), which are jointly and severally, irrevocably and unconditionally guaranteed by each of the Company, Actavis Capital S.à r.l. and Actavis, Inc., each of which, except the Company, are wholly-owned indirect subsidiaries of the Company. The descriptions of the 2016 Floating Rate Notes are contained in the Companys Prospectus, dated February 19, 2015, included in the Companys registration statement on Form S-3 (File No. 333-202168) under the caption Description of the Actavis Funding SCS debt securities and the Actavis Funding SCS Prospectus Supplement with respect to the 2016 Floating Rate Notes, among other debt securities of Actavis Funding SCS, dated March 3, 2015, under the caption Description of the notes, and those sections are incorporated herein by reference.
Item 2. | Exhibits. |
Exhibit |
Description | |
4.1 | Indenture between Actavis Funding SCS and Warner Chilcott Limited, Actavis Capital S.à r.l., and Actavis Inc., as guarantors, and Wells Fargo Bank, N.A., as trustee, dated as of March 12, 2015 (incorporated by reference herein to Exhibit 4.1 of Actavis plcs Current Report on Form 8-K filed on March 12, 2015). | |
4.2 | First Supplemental Indenture between Actavis Funding SCS and Warner Chilcott Limited, Actavis Capital S.à r.l., and Actavis Inc., as guarantors, and Wells Fargo Bank, N.A., as trustee, dated as of March 12, 2015 (incorporated by reference herein to Exhibit 4.2 of Actavis plcs Current Report on Form 8-K filed on March 12, 2015). |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 17, 2015 | Actavis Funding SCS | |||||
For and on behalf of Actavis International Holding S.à r.l., in its capacity as General Partner of the Company, itself represented by: | ||||||
By: | /s/ Stephen Kaufhold | |||||
Name: | Stephen Kaufhold | |||||
Title: | Class A Manager | |||||
By: | /s/ Sébastien Rimlinger | |||||
Name: | Sébastien Rimlinger | |||||
Title: | Class B Manager | |||||
Warner Chilcott Limited | ||||||
By: | /s/ A. Robert D. Bailey | |||||
Name: | A. Robert D. Bailey | |||||
Title: | Secretary |
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