<PAGE> 1
As filed with the Securities and Exchange Commission on July 29, 1996
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ALLERGAN, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-1622442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------------
2525 Dupont Drive
Irvine, California 92612
(714) 752-4500
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
--------------------------
ALLERGAN, INC. SAVINGS AND INVESTMENT PLAN
(Full Title of Plan)
--------------------------
Francis R. Tunney, Jr.
Corporate Vice President, General Counsel and Secretary
ALLERGAN, INC.
2525 Dupont Drive
Irvine, California 92612
(714) 752-4500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
====================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(2) PRICE(2) FEE
- ----------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value(1) 500,000 shares(1)(3) $40.1875(3) $20,093,750(3) $6,928.88(3)
====================================================================================================
</TABLE>
(1) Each share of Common Stock includes a Right to purchase one one-hundredth
of a share of the Company's Series A Participating Preferred Stock, par
value $.01 per share.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c) and based on the high and low prices
of the Common Stock of Allergan, Inc. as reported on July 23, 1996 on the
New York Stock Exchange.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Plan. Includes related
interest in the Trust created pursuant to the Plan. In accordance with
Rule 457(h)(2), no separate fee calculations are made for plan interests.
===============================================================================
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INCORPORATION OF PREVIOUSLY FILED
REGISTRATION STATEMENTS
The contents of the Registration Statement on Form S-8 (Registration No.
33-29528), as amended, filed by Allergan, Inc. (the "Company") on June 26,
1989, and the contents of the Registration Statement on Form S-8 (Registration
No. 33-44770), as amended, filed by the Company on December 24, 1991, are
incorporated herein by reference and made a part hereof.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit
3.1 to the Company's Registration Statement on Form S-1 (No. 33-28855)
and incorporated herein by reference)
4.2 Bylaws of the Company (filed as Exhibit 3 to the Company's Report on
Form 10-Q for the quarter ended June 30, 1995 and incorporated herein
by reference)
5.1 Opinion of Counsel as to the legality of the securities being
registered
5.2 Opinion of Gibson, Dunn & Crutcher, dated June 26, 1989, as to
compliance of the Allergan, Inc. Savings and Investment Plan with the
requirements of ERISA (filed as Exhibit 5.2 to the Company's
Registration Statement on Form S-8 (No. 33-29528), as amended, and
incorporated herein by reference)
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24 Power of Attorney (contained on signature page hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on July 23, 1996.
ALLERGAN, INC.
By: /s/ SUSAN J. GLASS
----------------------------------
Susan J. Glass, Esq.
Associate General Counsel and
Assistant Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints SUSAN
J. GLASS his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her in his or her name, place and
stead, at any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent with full powers and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as full to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming that said attorney-in-fact and agent or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ WILLIAM C. SHEPHERD President, Chief Executive Officer July 23, 1996
- --------------------------- and Chairman of the Board
William C. Shepherd
/s/ ALBERT J. MOYER Corporate Vice President and July 23, 1996
- --------------------------- Chief Financial Officer
Albert J. Moyer
/s/ HERBERT W. BOYER Director July 23, 1996
- ---------------------------
Herbert W. Boyer, Ph.D.
</TABLE>
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<TABLE>
<S> <C> <C>
Director
- ----------------------------
Tamara J. Erickson
Director
- ----------------------------
Handel E. Evans
/s/ WILLIAM R. GRANT Director July 23, 1996
- ----------------------------
William R. Grant
/s/ HOWARD E. GREENE Director July 23, 1996
- ----------------------------
Howard E. Greene, Jr.
/s/ GAVIN S. HERBERT Director and July 23, 1996
- ---------------------------- Chairman Emeritus
Gavin S. Herbert
/s/ LESTER J. KAPLAN Director July 23, 1996
- ----------------------------
Lester J. Kaplan, Ph.D.
/s/ LESLIE G. McCRAW Director July 23, 1996
- ----------------------------
Leslie G. McCraw
/s/ LOUIS T. ROSSO Director July 23, 1996
- ----------------------------
Louis T. Rosso
/s/ LEONARD D. SCHAEFFER Director July 23, 1996
- ----------------------------
Leonard D. Schaeffer
/s/ HENRY WENDT Director July 23, 1996
- ----------------------------
Henry Wendt
</TABLE>
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<PAGE> 5
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Trustee of the
Allergan, Inc. Savings and Investment Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 23rd day of
July, 1996.
ALLERGAN, INC.
SAVINGS AND INVESTMENT PLAN
By: /s/ FRANCIS R. TUNNEY, JR.
----------------------------------
Francis R. Tunney, Jr.
Member of the Plan Committee
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company*
4.2 Bylaws of the Company*
5.1 Opinion of Counsel as to the legality of the securities
being registered
5.2 Opinion of Gibson, Dunn & Crutcher, dated June 26, 1989,
as to compliance of the Allergan, Inc. Savings and
Investment Plan with the requirements of ERISA*
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24 Power of Attorney (contained on signature page hereof)
</TABLE>
- --------------
* Incorporated by reference.
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<PAGE> 1
EXHIBIT 5.1
ALLERGAN
2525 Dupont Drive
P.O. Box 19534
Irvine, CA 92623-9534
(714) 752-4500
Susan J. Glass
Associate General Counsel
and Assistant Secretary
Direct: (714) 246-6912
Fax: (714) 246-4774
July 23, 1996
Allergan, Inc.
2525 Dupont Drive
Irvine, CA 92612
Re: Form S-8 Registration Statement
-------------------------------
Ladies and Gentlemen:
I am the Associate General Counsel and Assistant Secretary of Allergan, Inc.
(the "Company"), and in such capacity have participated in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission to register an aggregate of 500,000
shares of common stock, $.01 par value (the "Common Stock") of the Company.
Such shares are issuable as needed pursuant to the Allergan, Inc. Savings and
Investment Plan (the "Plan").
In rendering this opinion, I have made such inquiries and examined, among other
things, originals or copies, certified or otherwise identified to my
satisfaction, of such records, agreements, certificates, instruments and other
documents as I have considered necessary or appropriate for purposes of this
opinion. With respect to certain factual matters, I have relied upon an
officer's certificate. For the purposes of my examination, I have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to me.
On the basis of and relying upon the foregoing examination and assumptions, I
am of the opinion that the shares of Common Stock issuable by the Company
pursuant to the Plan, when issued in accordance with the Registration Statement
and the Plan, will be validly issued, fully paid and nonassessable.
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<PAGE> 2
Allergan, Inc.
July 23, 1996
Page 2
I am admitted to practice law in the State of California; however, I am
generally familiar with the Delaware General Corporation Law as presently in
effect, and have made such inquiries as I consider necessary to render the
opinions set forth herein relating to Delaware law. Except with respect to the
present general corporation laws of the State of Delaware, this opinion is
limited to the present laws of the United States of America and the State of
California and the present judicial interpretations thereof. No opinion is
expressed by me as to the effect of the laws of any other jurisdiction or as to
matters of conflict or choice of law. I undertake no obligation to advise you
as a result of developments occurring after the date hereof or as a result of
facts or circumstances brought to my attention after the date hereof.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ SUSAN J. GLASS
- ------------------------------
Susan J. Glass
Associate General Counsel
and Assistant Secretary
SJG/lr
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 23, 1996, with respect to the
consolidated financial statements and schedules of Allergan, Inc. included and
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
KPMG Peat Marwick LLP
Costa Mesa, California
July 25, 1996
9
