Attached files
file | filename |
---|---|
EX-1.1 - UNDERWRITING AGREEMENT - Warner Chilcott plc | dex11.htm |
EX-4.1 - WAIVER OF THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT - Warner Chilcott plc | dex41.htm |
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
Date of Report: November 24, 2009
Date of earliest event reported: November 19, 2009
Warner Chilcott Public Limited Company
(Exact name of registrant as specified in its charter)
Ireland | 0-53772 | 98-0626948 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Unit 19 Ardee Business Park
Hale Street
Ardee, Co. Louth, Ireland
(Address of principal executive offices, including zip code)
+353 41 685 6983
(Registrants telephone number, including area code)
Not Applicable
(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)) |
Item 1.01. | Entry into a Material Definitive Agreement |
On November 19, 2009, Warner Chilcott plc (the Company) entered into an underwriting agreement (the Underwriting Agreement), a copy of which is attached hereto as Exhibit 1.1, with Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule I thereto, and the selling shareholders named therein, pursuant to which the selling shareholders agreed to sell to the underwriters 23,000,000 ordinary shares of the Company, par value $0.01 per share (the Shares) at a price of $21.4157 per share, including 3,000,000 ordinary shares of the Company to be sold to the underwriters pursuant to the underwriters exercise, on November 23, 2009, of their option to purchase such shares under the Underwriting Agreement. The Shares are expected to be delivered against payment therefor on November 25, 2009.
The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Companys shelf registration statement on Form S-3 File No. 333-163079 (the Registration Statement). The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.1. In addition, the Underwriting Agreement is incorporated by reference as an exhibit to the Registration Statement.
Item 8.01. | Other Events |
In connection with the offering of the Shares described in Item 1.01 herein, on November 24, 2009, the Company and certain of the other parties to the Amended and Restated Shareholders Agreement, dated as of March 31, 2005, by and among the Company, Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), Warner Chilcott Holdings Company II, Limited, Warner Chilcott Holdings Company III, Limited and certain other persons named therein (as amended, the Shareholders Agreement), entered into a waiver of the Shareholders Agreement (the Waiver). A copy of the Waiver is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 4.1.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated as of November 19, 2009, among Warner Chilcott plc, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule I thereto and the selling shareholders named therein | |
4.1 | Waiver of the Amended and Restated Shareholders Agreement, dated as of November 24, 2009, by and among Warner Chilcott plc, Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), Warner Chilcott Holdings Company II, Limited, Warner Chilcott Holdings Company III, Limited and certain other persons named therein to the Amended and Restated Management Shareholders Agreement, dated as of March 31, 2005 |
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.
WARNER CHILCOTT PUBLIC LIMITED COMPANY | ||
By: | /S/ PAUL HERENDEEN | |
Name: | Paul Herendeen | |
Title: | Executive Vice President and Chief Financial Officer |
Date: November 24, 2009
EXHIBIT INDEX
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated as of November 19, 2009, among Warner Chilcott plc, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule I thereto and the selling shareholders named therein | |
4.1 | Waiver of the Amended and Restated Shareholders Agreement, dated as of November 24, 2009, by and among Warner Chilcott plc, Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), Warner Chilcott Holdings Company II, Limited, Warner Chilcott Holdings Company III, Limited and certain other persons named therein to the Amended and Restated Management Shareholders Agreement, dated as of March 31, 2005 |