Registration Form • Aug 6, 2020
Registration Form
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As filed with the Securities and Exchange Commission on August 5, 2020
Registration No. 333-214077 Registration No. 333-220382 Registration No. 333-212851 Registration No. 333-206753 Registration No. 333-168331
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-214077 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-220382 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-212851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206753 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-168331
UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
Israel Not Applicable (State or other jurisdiction of incorporation or organization)
5 Basel Street P.O. Box 3190 Petach Tikva, 4951033 Israel (Address of Principal Executive Offices)
Teva Pharmaceuticals USA, Inc. 400 Interpace Parkway Building A, 4th Floor Parsippany, NJ 07054 Attention: Deborah Griffin (888) 838-2872 (Name, address and telephone number, including area code, of agent for service)
Copy to:
Ross M. Leff, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022-4675 (212) 466-4800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
(I.R.S. Employer Identification No.)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
These Post-Effective Amendments (the "Post-Effective Amendments") relate to the following Registration Statements previously filed by Teva Pharmaceutical Industries Limited (the "Company" or the "Registrant") (collectively, the "Registration Statements"):
Each of the 2015 Plan and the 2010 Plan (together, the "Plans" and each a "Plan") has terminated in accordance with its terms and no further awards will be made thereunder. In accordance with the undertakings made by the Company in the Registration Statements, to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, the Post-Effective Amendments are being filed to remove from registration all of the ordinary shares, NIS 0.1 par value, deposited as American Depositary Shares (the "Shares"), previously registered for offering or sale pursuant to the plans that are not subject to outstanding awards thereunder and remain unsold and unissued as of the date hereof, and the Registration Statements are hereby amended to reflect the deregistration of such Shares. These Post-Effective Amendments shall not affect any previously granted awards under the plans or any other equity plan pursuant to the Registration Statements.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Petach Tikva, State of Israel, on August 5, 2020.
By: /s/ Eli Kalif
Eli Kalif Executive Vice President and Chief Financial Officer
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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