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0000950137-06-010210.txt : 20060920 0000950137-06-010210.hdr.sgml : 20060920 20060920164829 ACCESSION NUMBER: 0000950137-06-010210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060920 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060920 DATE AS OF CHANGE: 20060920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLERGAN INC CENTRAL INDEX KEY: 0000850693 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 951622442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10269 FILM NUMBER: 061100487 BUSINESS ADDRESS: STREET 1: 2525 DUPONT DRIVE CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7142464500 MAIL ADDRESS: STREET 1: P.O. BOX 19534 CITY: IRVINE STATE: CA ZIP: 92713-9534 8-K 1 a23780e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 20, 2006
Date of Report (Date of Earliest Event Reported)

ALLERGAN, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware (State of Incorporation)		1-10269 (Commission File Number)		95-1622442 (IRS Employer Identification Number)

2525 Dupont Drive
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)

(714) 246-4500
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 3.1

Item 8.01. Other Events.

On September 20, 2006, Allergan, Inc. (“Allergan”) held a special meeting of stockholders. At the special meeting and upon the recommendation of the Allergan board of directors, Allergan’s stockholders approved an amendment to Allergan’s Restated Certificate of Incorporation, as amended, to increase the total number of authorized shares of Allergan’s common stock from 300,000,000 to 500,000,000. On September 20, 2006, Allergan filed a Certificate of Amendment of Restated Certificate of Incorporation of Allergan, Inc. (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, increasing the total number of authorized shares of Allergan’s common stock from 300,000,000 to 500,000,000.

The foregoing description of the Certificate of Amendment is qualified in its entirety by the terms of the Certificate of Amendment, which is filed as Exhibit 3.1 to and incorporated by reference in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Amendment of Restated Certificate of Incorporation of Allergan, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ALLERGAN, INC.
Date: September 20, 2006	By:	/s/ Matthew J. Maletta
	Name:		Matthew J. Maletta
	Title:		Vice President, Assistant General Counsel and Assistant Secretary

Exhibit Index


Exhibit		Description of Exhibit
3.1		Certificate of Amendment of Restated Certificate of Incorporation of Allergan, Inc.

EX-3.1 2 a23780exv3w1.htm EXHIBIT 3.1 exv3w1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ALLERGAN, INC.,
A DELAWARE CORPORATION

Allergan, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

1. The Board of Directors of the Corporation has duly adopted a resolution setting forth an amendment to the Corporation’s Restated Certificate of Incorporation in accordance with the provisions of Section 141 of the Delaware General Corporation Law. The resolution setting forth the amendment is as follows:

RESOLVED that the Restated Certificate of Incorporation of the Corporation is hereby amended by amending and restating the first paragraph of ARTICLE 4 thereof to read in its entirety as follows:

“The aggregate number of shares which the Corporation shall have the authority to issue is 505,000,000, to be divided into (a) 500,000,000 shares of Common Stock, par value $.01 per share, and (b) 5,000,000 shares of Preferred Stock, par value $.01 per share.”

2. This Certificate of Amendment of Restated Certificate of Incorporation was duly adopted and approved by the stockholders of the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF the undersigned has caused this Certificate of Amendment of Restated Certificate of Incorporation to be duly executed as of the 20th day of September, 2006 and hereby affirms and acknowledges under penalty of perjury that the filing of this Certificate of Amendment of Restated Certificate of Incorporation of Allergan, Inc. is the act and deed of Allergan, Inc.


Allergan, Inc., a Delaware corporation
By:	/s/ Matthew J. Maletta
	Matthew J. Maletta
Title:		Vice President, Assistant General Counsel and Assistant Secretary

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