<PAGE> 1
As filed with the Securities and Exchange Commission on May 31, 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 92715-1599
(714) 752-4500
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
--------------------------
ALLERGAN IRISH SHARE PARTICIPATION SCHEME
(Full Title of Plan)
--------------------------
Francis R. Tunney, Jr.
Corporate Vice President, General Counsel and Secretary
ALLERGAN, INC.
2525 Dupont Drive
Irvine, California 92715-1599
(714) 752-4500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
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
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value(1) 150,000 shares(1)(3) $39.1875(3) $5,878,125(3) $2,026.94(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 May 24, 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. In accordance with
Rule 457(h)(2), no separate fee calculations are made for plan interests.
===============================================================================
This Registration Statement on Form S-8 contains 12 sequentially numbered
pages. The Exhibit Index appears at sequentially numbered page 9.
1
<PAGE> 2
INTRODUCTION
This Registration Statement on Form S-8 is filed by Allergan, Inc. (the
"Company") relating to 150,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), issuable to employees of the Company's
wholly-owned subsidiary, Allergan Pharmaceuticals (Irl) Ltd./Allergan Ireland
(Sales) Ltd., under the Allergan Irish Share Participation Scheme (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration No.
33-28855), including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto that indicates that all securities offered
hereunder have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
2
<PAGE> 3
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation requires that
directors and officers be indemnified to the maximum extent permitted by
Delaware law.
The General Corporation Law of the State of Delaware (the "Delaware
GCL") provides in general that a director or officer of a corporation (i) shall
be indemnified by the corporation for all expenses of litigation or other legal
proceedings when he is successful on the merits, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement of
such litigation (other than a derivative suit) even if he is not successful on
the merits if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation (and, in the case
of a criminal proceeding, had no reasonable cause to believe his conduct was
unlawful), and (iii) may be indemnified by the corporation for expenses of a
derivative suit (a suit by a stockholder alleging a breach by a director or
officer of a duty owed to the corporation), even if he is not successful on the
merits, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, provided that no
such indemnification may be made in accordance with this clause (iii) if the
director or officer is adjudged liable to the corporation, unless a court
determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses. The
indemnification described in clauses (ii) and (iii) above shall be made only
upon order by a court or a determination by (a) a majority of a quorum of
disinterested directors, (b) under certain circumstances, independent legal
counsel or (c) the stockholders, that indemnification is proper because the
applicable standard of conduct is met. Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such director
or officer to repay such expenses if it is ultimately determined that he is not
entitled to be indemnified in connection with the proceeding to which the
expenses related.
The Company's Restated Certificate of Incorporation includes a provision
eliminating, to the fullest extent permitted by the Delaware GCL, director
liability for monetary damages for breaches of fiduciary duty.
3
<PAGE> 4
In order to provide indemnification beyond the specific provisions of
the Delaware GCL and the Company's Restated Certificate of Incorporation, the
Company has entered into Indemnity Agreements with each of its directors and
executive officers. Absent the Indemnity Agreements, the indemnification that
might be available to directors and officers could be changed by amendments to
the Company's Restated Certificate of Incorporation. The Indemnity Agreements
require that the Company indemnify directors and executive officers who are
parties thereto except to the extent such indemnification is prohibited by
applicable law and except with respect to claims where the director or officer
(i) received any personal profit or advantage to which he is not legally
entitled, (ii) is required to account for profits in fact made from the purchase
or sale of securities of the Company under Section 16(b) of the Securities Act
of 1934, or (iii) committed certain acts of dishonesty.
The Company may seek directors and officers liability insurance against
the cost of defense, settlement or payment of a judgment under certain
circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
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 Opinion of Counsel as to the legality of the securities being
registered
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
4
<PAGE> 5
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by a final adjudication of such
issue.
5
<PAGE> 6
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 April 30, 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 all 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 April 30, 1996
- ----------------------------- and Chairman of the Board
William C. Shepherd
/s/ ALBERT J. MOYER Corporate Vice President and Chief April 30, 1996
- ----------------------------- Financial Officer
Albert J. Moyer
/s/ HERBERT W. BOYER Director April 30, 1996
- -----------------------------
Herbert W. Boyer, Ph.D.
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ TAMARA J. ERICKSON Director April 30, 1996
- --------------------------
Tamara J. Erickson
/s/ HANDEL E. EVANS Director April 30, 1996
- --------------------------
Handel E. Evans
Director
- --------------------------
William R. Grant
/s/ HOWARD E. GREENE, JR. Director April 30, 1996
- --------------------------
Howard E. Greene, Jr.
/s/ RICHARD M. HAUGEN Director April 30, 1996
- --------------------------
Richard M. Haugen
/s/ GAVIN S. HERBERT Director and April 30, 1996
- -------------------------- Chairman Emeritus
Gavin S. Herbert
/s/ LESTER J. KAPLAN Director April 30, 1996
- --------------------------
Lester J. Kaplan, Ph.D.
/s/ LESLIE G. MCGRAW Director April 30, 1996
- --------------------------
Leslie G. McCraw
/s/ LOUIS T. ROSSO Director April 30, 1996
- --------------------------
Louis T. Rosso
/s/ LEONARD D. SCHAEFFER Director April 30, 1996
- --------------------------
Leonard D. Schaeffer
/s/ HENRY WENDT Director April 30, 1996
- --------------------------
Henry Wendt
</TABLE>
7
<PAGE> 8
The Plan
Pursuant to the requirements of the Securities Act, the Trustee has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dublin, Ireland.
Date: April 30, 1996 ALLERGAN IRISH SHARE PARTICIPATION
SCHEME
By: PENSION AND INVESTMENT
CONSULTANTS LIMITED, Trustee
By: /s/ NOEL BEED
--------------------------------
Its: Company Secretary
By: /s/ J. WELL
--------------------------------
Its: Chairman
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of
the Company . . . . . . . . . . . . . . . . . . *
4.2 Bylaws of the Company . . . . . . . . . . . . . *
5 Opinion of Counsel as to the legality of
the securities being registered . . . . . . . . 10
23.1 Consent of KPMG Peat Marwick LLP,
independent auditors . . . . . . . . . . .. . . 12
23.2 Consent of Counsel (contained in Exhibit 5
hereto) . . . . . . . . . . . . . . . . . . . . 10
24 Power of Attorney (contained on signature
page hereof). . . . . . . . . . . . . . . . . . 6
</TABLE>
* Incorporated by reference. See sequentially numbered page 4.
9
<PAGE> 1
EXHIBIT 5
ALLERGAN
2525 Dupont Drive
Post Office Box 19534
Irvine, CA 92713-9534
(714) 752-4500
Susan J. Glass
Associate General Counsel
and Assistant Secretary
Direct: (714) 246-6912
Fax: (714) 246-4774
May 21, 1996
Allergan, Inc.
2525 Dupont Drive
Irvine, CA 92715-1599
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 150,000
shares of common stock, $.01 par value (the "Common Stock") of the Company.
Such shares are issuable as needed pursuant to the Allergan Irish Share
Participation Scheme (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.
10
<PAGE> 2
Allergan, Inc.
May 21, 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
11
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated January 23, 1996
incorporated herein by reference.
KPMG Peat Marwick LLP
Costa Mesa, California
May 23, 1996
12
