Israel
(State or other jurisdiction or incorporation or organization) |
Not Applicable
(I.R.S. Employer Identification Number) |
Title of securities to be registered (1)
|
Amount to be registered (2)
|
Proposed maximum offering price per share (2)
|
Proposed maximum aggregate offering price
|
Amount of registration fee (3)
|
Ordinary Shares, NIS 0.1 par value,
deposited as American Depositary Shares |
46,200,000
|
$63.35
|
$2,926,770,000.00
|
$340,090.67
|
(1) | American Depositary Shares (“ADSs”) issuable on deposit of ordinary shares of Teva Pharmaceutical Industries Limited (the “Registrant”), NIS 0.1 par value (“Ordinary Shares”), have been registered under a separate registration statement. One ADS equals one Ordinary Share. |
(2) | This Registration Statement on Form S-8 (this “Registration Statement”) covers 46,200,000 Ordinary Shares, which may be issued under the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the “Plan”), which was adopted effective September 3, 2015. This amount includes 43,700,000 Ordinary Shares which were approved by the Registrant’s shareholders and 2,500,000 Ordinary Shares that may be issued under the Plan as a result of awards outstanding under the Teva Pharmaceutical Industries Limited 2010 Long-Term Equity-Based Incentive Plan that expire or are canceled, forfeited, settled in cash or otherwise terminated without delivery to the grantee of the full number of shares to which the award related. In addition, this Registration Statement covers an indeterminable number of additional Ordinary Shares as may hereafter be offered or issued pursuant to the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration and pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
(3) | Estimated solely for calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices per share of the Ordinary Shares represented by ADSs on September 1, 2015, as reported by The New York Stock Exchange. |
Item 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
Item 4. | DESCRIPTION OF SECURITIES |
Item 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
Item 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
102. | Subject to the provisions of applicable law, the Company shall be entitled to engage in a contract for insurance of the liability of any Officer of the Company, in whole or in part, in respect of any liability or expense imposed on an Officer or expended by him or her as a result of any action which was performed by said Officer in his or her capacity as an Officer of the Company for which insurance may be provided under applicable law, including in respect of any liability imposed on any Officer with respect to any of the following: |
(a) | Breach of a duty of care vis-à-vis the Company or vis-à-vis another person; |
(b) | Breach of a duty of loyalty vis-à-vis the Company, provided that the Officer acted in good faith and had reasonable grounds to believe that the action in question would not adversely affect the Company; |
(c) | Financial liability which shall be imposed upon said Officer in favor of another person as a result of any action which was performed by said Officer in his or her capacity as an Officer of the Company; including |
(c1) | A payment which said Officer is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law and expenses that said Officer incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Israeli Securities Law, including reasonable legal expenses, which term includes attorney fees, or in connection with Article D of Chapter Four of Part Nine of the Companies Law. |
103. | Subject to the provisions of applicable law, the Company shall be entitled to indemnify post factum and/or undertake in advance to indemnify any Officer of the Company, as a result of any liability or an expense imposed on him or her or expended by him or her as a result of any action which was performed by said Officer in his or her capacity as an Officer of the Company, in respect of any liability or expense for which indemnification may be provided under applicable law, including in respect of any liability or an expense imposed on the Officer as follows: |
(a) | Financial liability imposed upon said Officer in favor of another person by virtue of a decision by a court of law, including a decision by way of settlement or a decision in arbitration which has been confirmed by a court of law, provided that the undertaking to indemnify in advance shall be limited to events which, in the opinion of the Board of Directors of the Company, are foreseeable, in light of the Company’s activities at the time that the undertaking to indemnify was given, and shall further be limited to amounts or criteria that the Board of Directors has determined to be reasonable under the circumstances, and provided further that in the undertaking to indemnify in advance the events that the Board of Directors believes to be foreseeable in light of the Company’s activities at the time that the undertaking to indemnify was given are mentioned, as is the amount or criteria that the Board of Directors determined to be reasonable under the relevant circumstances, including |
(a1) | A payment which said Officer is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law and expenses that said Officer incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Israeli Securities Law, including reasonable legal expenses, which term includes attorney fees, or in connection with Article D of Chapter Four of Part Nine of the Companies Law. |
(b) | Reasonable litigation expenses, including attorney fees, expended by the Officer as a result of an inquiry or a proceeding conducted in respect of such Officer by an authority authorized to conduct same, which was concluded without the submission of an indictment against said Officer and without any financial penalty being imposed on said Officer instead of a criminal proceeding (as such term is defined in the Companies Law), or which was concluded without the submission of an indictment against said Officer with a financial penalty being imposed on said Officer instead of a criminal proceeding, in respect of a criminal charge which does not require proof of criminal intent or in connection with a financial sanction. |
(c) | Reasonable litigation expenses, including attorney fees, which said Officer shall have expended or shall have been obligated to expend by a court of law, in any proceedings which shall have been filed against said Officer by or on behalf of the Company or by another person, or with regard to any criminal charge of which said Officer was acquitted, or with regard to any criminal charge of which said Officer was convicted which does not require proof of criminal intent. |
104. | Subject to the provisions of applicable law, the Company shall be entitled, in advance, to exempt any Officer of the Company from liability, in whole or in part, with regard to damage incurred as a result of the breach of duty of care vis-à-vis the Company. |
105. | Notwithstanding the foregoing, the Company shall be entitled to insure, indemnify and exempt from liability any Officer of the Company to the fullest extent permitted by applicable law. Accordingly, (i) any amendment to the Companies Law, the Israeli Securities Law or any other applicable law expanding the right of any Officer to be insured, indemnified or exempted from liability in comparison to the provisions of these Articles shall, to the extent permitted by applicable law, immediately apply to the fullest extent permitted by applicable law, and (ii) any amendment to the Companies Law, the Israeli Securities Law or any other applicable law adversely affecting the right of any Officer to be insured, indemnified or exempted from liability in comparison to the provision of these Articles shall not be in effect post factum and shall not affect the Company’s obligation or ability to insure, indemnify or exempt from liability an Officer for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law. |
Item 7. | EXEMPTION FROM REGISTRATION CLAIMED |
Item 8. | EXHIBITS |
Item 9. | UNDERTAKINGS |
By: | /s/ Erez Vigodman Erez Vigodman President and Chief Executive Officer |
Name
|
Title
|
Date
|
By: /s/ Yitzhak Peterburg
Prof. Yitzhak Peterburg |
Chairman |
September 3, 2015
|
By: /s/ Erez Vigodman
Erez Vigodman |
President, Chief Executive Officer
and Director (Principal Executive Officer) |
September 3, 2015
|
By: /s/ Eyal Desheh
Eyal Desheh |
Chief Financial Officer
(Principal Financial Officer) |
September 3, 2015
|
By: /s/ Deborah Griffin
Deborah Griffin |
Senior Vice President and
Chief Accounting Officer (Principal Accounting Officer) |
September 3, 2015
|
By: /s/ Roger Abravanel
Roger Abravanel |
Director |
September 3, 2015
|
By: /s/ Sol J. Barer
Sol J. Barer |
Director |
September 3, 2015
|
By: /s/ Arie Belldegrun
Arie Belldegrun |
Director |
September 3, 2015
|
By: /s/ Rosemary A. Crane
Rosemary A. Crane |
Director |
September 3, 2015
|
By: /s/ Amir Elstein
Amir Elstein |
Director |
September 3, 2015
|
By: /s/ Gabrielle Greene-Sulzberger
Gabrielle Greene-Sulzberger |
Director |
September 3, 2015
|
By: /s/ Jean-Michel Halfon
Jean-Michel Halfon |
Director |
September 3, 2015
|
By: /s/ Gerald M. Lieberman
Gerald M. Lieberman |
Director |
September 3, 2015
|
By: /s/ Galia Maor
Galia Maor |
Director |
September 3, 2015
|
By: /s/ Joseph Nitzani
Joseph Nitzani |
Director |
September 3, 2015
|
By: /s/ Ory Slonim
Ory Slonim |
Director |
September 3, 2015
|
By: /s/ Deborah Griffin
Deborah Griffin |
Authorized U.S. Representative |
September 3, 2015
|
4.1 | Amended and Restated Deposit Agreement, dated January 11, 2008, among Teva Pharmaceutical Industries Limited, The Bank of New York Mellon, as depository, and the holders from time to time of shares, including the form of American Depositary Receipt contained therein (incorporated by reference to the Registrant’s Registration Statement on Form F-6 (Reg. No. 333-116672)) |
5.1 | Opinion of Tulchinsky Stern Marciano Cohen Levitski & Co. |
5.2 | Opinion of Willkie Farr & Gallagher LLP |
23.1 | Consent of Kesselman & Kesselman – Independent Registered Public Accounting Firm |
23.2 | Consent of Tulchinsky Stern Marciano Cohen Levitski & Co. (included in Exhibit 5.1) |
23.3 | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.2) |
24.1 | Power of Attorney (reference is made to the signature pages) |
99.1 | Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (incorporated by reference to the Registrant’s proxy statement, dated July 30, 2015, relating to its 2015 annual meeting of shareholders) |
|
787 Seventh Avenue
New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
1.
|
The Deposit Agreement, assuming due authorization, execution and delivery by the Depositary and the Company, constitutes a legal, valid, binding and enforceable agreement of the Company, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and
|
2.
|
The ADSs, when sold or delivered to the Awardholders in accordance with the Plan and the Awards granted thereunder, will entitle the holders of such ADSs to the rights specified in the Deposit Agreement.
|
Tel-Aviv, Israel
|
Kesselman & Kesselman
|
September 3, 2015
|
Certified Public Accountants (Isr.)
|
A member firm of PricewaterhouseCoopers International Limited
|
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