Teva Pharmaceutical Industries Ltd. — Capital/Financing Update 2016

Oct 13, 2016

As filed with the Securities and Exchange Commission on October 12, 2016

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

TEVA PHARMACEUTICAL INDUSTRIES LIMITED (Exact name of registrant as specified in its charter)

Israel (State or other jurisdiction or incorporation or organization)

Not Applicable (I.R.S. Employer Identification Number)

5 Basel Street P.O. Box 3190 Petach Tikva, 4951033 Israel (Address of Principal Executive Offices)

___________________________________________________________

Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (Full title of the plan)

___________________________________________________________

Teva Pharmaceuticals USA, Inc. 1090 Horsham Road North Wales, Pennsylvania 19454 Attention: Deborah Griffin (215) 591-3000 (Name, address and telephone number, including area code, of agent for service)

___________________________________________________________

Copy to: Jeffrey S. Hochman, Esq. Michael A. Katz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000 ___________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered (1)	Amount to be registered (2)	Proposed maximum offering price per share (3)	Proposed maximum	aggregate offering price Amount of registration fee
Ordinary Shares, NIS 0.1 par value, deposited as American Depositary Shares	300,000	\$44.69	\$13,407,000.00	\$1,553.87

(1) American Depositary Shares ("ADSs") issuable on deposit of ordinary shares of Teva Pharmaceutical Industries Limited (the "Registrant"), NIS 0.1 par value ("ordinary shares"), have been registered under a separate registration statement. One ADS equals one ordinary share.

(2) This Registration Statement on Form S-8 (this "Registration Statement") covers 300,000 additional ordinary shares subject to share options, restricted shares and restricted share units that will be issued under the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the "Plan") as "substitute awards" in connection with the consummation of the Registrant's acquisition of Anda Inc. ("Anda") pursuant to that certain Stock Purchase Agreement, dated as of August 2, 2016, by and between the Registrant and Allergan plc ("Allergan"). These "substitute awards" will be granted under the Plan in exchange for share options, restricted shares and restricted share units granted to employees of Anda prior to the transaction under the Allergan stock incentive plans. In addition, this Registration Statement covers an indeterminable number of additional ordinary shares as may hereafter be offered or issued pursuant to the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration and pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act").

(3) Estimated solely for calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices per share of the ordinary shares represented by ADSs on October 11, 2016, as reported by The New York Stock Exchange.

EXPLANATORY NOTE

On September 9, 2015, Teva Pharmaceutical Industries Limited (the "Registrant") filed a Registration Statement on Form S-8 (File No. 333-206753) (the "2015 Registration Statement") to register 46,200,000 ordinary shares of the Registrant, NIS 0.1 par value ("ordinary shares"), which may be issued under the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the "Plan").

On September 3, 2016, the Registrant filed a Registration Statement on Form S-8 (File No. 333-212851) (together with the 2015 Registration Statement, the "Prior Registration Statements") to register 35,300,000 additional ordinary shares which may be issued under the Plan, including (i) 33,300,000 ordinary shares which were approved by the Registrant's shareholders at its Annual Meeting of Shareholders on April 18, 2016 and (ii) 2,000,000 ordinary shares subject to share options, restricted shares and restricted share units issued under the Plan as "substitute awards" in connection with the consummation of the Registrant's acquisition of the global generics business of Allergan plc ("Allergan") pursuant to that certain Master Purchase Agreement, dated as of July 26, 2015, as amended, by and between the Registrant and Allergan.

In connection with the consummation of the Registrant's acquisition of Anda Inc. ("Anda") pursuant to that certain Stock Purchase Agreement, dated as of August 2, 2016, by and between the Registrant and Allergan, the Registrant will issue "substitute awards" of share options, restricted shares and restricted share units under the Plan. These "substitute awards" will be granted under the Plan in exchange for share options, restricted shares and restricted share units granted to employees of Anda prior to the transaction under the Allergan stock incentive plans. The ordinary shares subject to the "substitute awards" will be issued in reliance on the "mergers and acquisitions" exemption to the shareholder approval requirements under Section 303A.08 of The New York Stock Exchange Listed Company Manual.

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (this "Registration Statement") is filed by the Registrant to register 300,000 additional ordinary shares subject to the "substitute awards" that will be issued under the Plan to former employees of Anda. In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference, including all exhibits filed therewith or incorporated therein by reference, except as supplemented, amended or superseded by the information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

The exhibits to this Registration Statement are listed in the Exhibit Index and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Petach Tikva, State of Israel, on the 12th day of October, 2016.

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

By:/s/ Erez Vigodman Erez Vigodman President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers of the Registrant hereby constitutes and appoints Erez Vigodman, Eyal Desheh, Richard S. Egosi and Deborah Griffin, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and deliver with the Commission under the Securities Act any and all posteffective amendments to this Registration Statement and generally to do all things and perform any and all acts and things whatsoever requisite and necessary or desirable to enable the Registrant to comply with the provisions of the Securities Act and all requirements of the Commission.

[Signatures appear on the following page.]

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name		Title	Date
By:	/s/ Prof. Yitzhak Peterburg Prof. Yitzhak Peterburg	Chairman of the Board	October 12, 2016
By:	/s/ Erez Vigodman Erez Vigodman	President, Chief Executive Officer and Director (Principal Executive Officer)	October 12, 2016
By:	/s/ Eval Desheh Eyal Desheh	Group Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 12, 2016
By:	/s/ Deborah Griffin Deborah Griffin	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	October 12, 2016
By:	/s/ Roger Abravanel Roger Abravanel	Director	October 12, 2016
By:	/s/ Sol J. Barer Sol J. Barer	Director	October 12, 2016
By:	/s/ Rosemary A. Crane Rosemary A. Crane	Director	October 12, 2016
By:	/s/ Amir Elstein Amir Elstein	Director	October 12, 2016
By:	/s/ Jean-Michel Halfon Jean-Michel Halfon	Director	October 12, 2016
By:	/s/ Galia Maor Galia Maor	Director	October 12, 2016
By:	/s/ Ory Slonim Ory Slonim	Director	October 12, 2016
By:	/s/ Gabrielle Sulzberger Gabrielle Sulzberger	Director	October 12, 2016
By:	/s/ Deborah Griffin Deborah Griffin	Authorized U.S. Representative	October 12, 2016

EXHIBIT INDEX

			Incorporated by Reference
Exhibit No.	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Amended and Restated Deposit Agreement, dated November 5, 2012, among Teva Pharmaceutical Industries Limited, JPMorgan Chase Bank, N.A., as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipt contained therein	F-6	333-184652	99.(a)	October 30, 2012
4.2	Amendment to Deposit Agreement, dated February 29, 2016, among Teva Pharmaceutical Industries Limited, JPMorgan Chase Bank, N.A., as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipt contained therein	F-6 POS	333-208239	99.(a)(2)	February 29, 2016
5.1	Opinion of Tulchinsky Stern Marciano Cohen Levitski & Co.					X
5.2	Opinion of Willkie Farr & Gallagher LLP					X
23.1	Consent of Kesselman & Kesselman - Independent Registered Public Accounting Firm to the Registrant					X
23.2	Consent of PricewaterhouseCoopers LLP - Independent Accountants					X
23.3	Consent of Tulchinsky Stern Marciano Cohen Levitski & Co. (included in Exhibit 5.1)					X
23.4	Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.2)					X
24.1	Power of Attorney (included on signature page of this Registration Statement)					X
99.1	Teva Pharmaceutical Industries Limited 2015 Long-Term Equity Based Incentive Plan	6-K	001-16174	Ex. B	July 30, 2015

'טולצ'ינסקי שטרן מרציאנו כהן לויצקי ושו TULCHINSKY STERN MARCIANO COHEN LEVITSKI & CO.

LAW		משרד עורכי
OFFICES		דין

www.tslaw.co.il

מגדל המוזיאון ● רח' ברקוביץ'4 ● תל אביב 6423806 ● טל03-6075000 . ● פקס03-6075050 . MUSEUM TOWER ● 4 BERKOWITZ ST. ● TEL AVIV 6423806 ● TEL. (972) 3-6075000 ● FAX. (972) 3-6075050 ______________

בניין האחים דויד ● רח' קרן היסוד 38 ● ירושלים 9214915 ● טל02-6511919 . ● פקס02-6513133 . DAVID BROTHERS BLD.● 38 KEREN HAYESSOD STREET ● JERUSALEM 9214915 ● TEL. (972) 2-6511919 ● FAX. (972) 2-6513133 ______________

פארק טכנולוגיות מתקדמות ● רח' האנרגיה 77 ● באר שבע 8470912 ● טל08-3720372 . ● פקס08-3729999 . ADVANCED TECHNOLOGIES PARK ● 77 ENERGY ST. ● BEER SHEVA 8470912 ● TEL. (972) 8-3720372 ● FAX. (972) 8-3729999

Menachem Tulchinsky, Adv. Doron Stern, Adv. Amir Levitski, Adv. David Cohen, Adv. Isaac Marciano, Adv. (C.P.A.) Yossi Ratnovsky, Adv. (C.P.A.) Alon Tabak Aviram, Adv. * Daniel Chinn, Adv. Glenn (Gershon) Shalom Winter, Adv.* Uriel Barak, Adv.* Asaf Ben-Zeev, Adv. Assaf Benmelech, Adv. Michal Markovitz Blachar, Adv. Ofer Dolinsky, Adv. Dafna Achiam Tal, Adv. Alon Karniel, Adv. Uri Nesher, Adv. Amit Hirsch, Adv. Ayelet Broditzky, Adv. Hadas Poraz, Adv. Liat Sass, Adv. Lana Tavor, Adv. Alon Fiul, Adv. Galia Suesskind-Spiegel, Adv. Shimrit Lifshitz Shachal, Adv. *Member of the N.Y. Bar Efrat Shuster, Adv. Dori Eyal, Adv. Avital Mandel Hara, Adv. Naomi Vestfrid, Adv. Tamar Nesher, Adv. Ilan Sapir, Adv. Aviad Avergil, Adv. Naama Horn, Adv. Hanan Raviv, Adv. Elad Mirvis, Adv. Avital Sela, Adv. Lior Etgar, Adv. Ariel Shanon, Adv. Benjamin Bekkerman, Adv. Itamar Shoham, Adv. Hila Nadir, Adv. Tal Levy, Adv. Ohad Gamliel, Adv. Mayan Miller, Adv. Aaron Shaw, Adv. Mati Rosenbaum, Adv. Nurit Dromy, Adv. Shira Efrati, Adv. Hila Faber, Adv. אפרת שוסטר ,עו"ד דורי אייל ,עו"ד אביטל מנדל הרה ,עו"ד נעמי ווסטפריד ,עו"ד תמר נשר ,עו"ד אילן ספיר ,עו"ד אביעד אברגיל ,עו"ד נעמה הורן ,עו"ד חנן רביב ,עו"ד אלעד מירוויס ,עו"ד אביטל סלע ,עו"ד ליאור אתגר ,עו"ד אריאל שנון ,עו"ד בנימין בקרמן ,עו"ד איתמר שהם ,עו"ד הילה נדיר ,עו"ד טל לוי ,עו"ד אוהד גמליאל ,עו"ד מעין מילר ,עו"ד אהרון שור ,עו"ד מתי רוזנבאום ,עו"ד נורית דרומי ,עו"ד שירה אפרתי ,עו"ד הילה פבר ,עו"ד מנחם טולצ'ינסקי ,עו"ד דורון שטרן ,עו"ד אמיר לויצקי ,עו"ד דיויד כהן ,עו"ד )יצחק מרציאנו ,עו"ד (רו"ח )יוסי רטנובסקי ,עו"ד (רו"ח אלון טבק אבירם ,עו"ד דניאל צ'ין ,עו"ד גרשון שלום וינטר ,עו"ד אוריאל ברק ,עו"ד אסף בן-זאב ,עו"ד אסף בנמלך ,עו"ד מיכל מרקוביץ בלשר ,עו"ד עופר דולינסקי ,עו"ד דפנה אחיעם טל ,עו"ד אלון קרניאל ,עו"ד אורי נשר ,עו"ד עמית הירש ,עו"ד אילת ברודיצקי ,עו"ד הדס פורז ,עו"ד ליאת סאס ,עו"ד לנה תבור ,עו"ד אלון פיול ,עו"ד גליה זיסקינד-שפיגל ,עו"ד שימרית ליפשיץ שחל ,עו"ד

October 12, 2016

Teva Pharmaceutical Industries Ltd. 5 Basel Street Petach Tikvah 4951033 Israel

Association

Ladies and Gentlemen,

We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Teva Pharmaceutical Industries Limited., a company organized under the laws of the State of Israel (the "Company" or "Teva"), with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the "Act"), relating to the proposed registration of 300,000 additional ordinary shares, NIS 0.1 nominal (par) value each of the Company (the "Shares"),

which may be issued pursuant to Teva's 2015 Long-Term Equity-Based Incentive Plan (the "Plan"), subject to share options, restricted shares and restricted share units issued under the Plan as "substitute awards" in connection with the consummation of Teva's acquisition of Anda Inc. pursuant to that certain Stock Purchase Agreement, dated as of August 2, 2016, by and between Teva and Allergan plc.

'טולצ'ינסקי שטרן מרציאנו כהן לויצקי ושו TULCHINSKY STERN MARCIANO COHEN LEVITSKI & CO.

LAW		משרד עורכי
OFFICES		דין
www.tslaw.co.il

As Israeli counsel to the Company in connection with the registering of the Shares pursuant to the Registration Statement, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, consents, resolutions, minutes and other documents provided to us by the Company as we have deemed necessary or appropriate in order to enable us to express the opinions hereinafter set forth. Insofar as the opinions expressed herein involve factual matters, we have relied exclusively (without independent factual investigation or verification) upon certificates of, and other communications with, officers and employees of the Company and upon certificates of public officials.

In making the examination described above, we have assumed the genuineness of all signatures, the capacity of natural persons, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, the authenticity of the originals of such documents and the legal capacity and due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate, we have assumed the truth of all facts communicated to us by the Company, and we have assumed that all consents, resolutions and minutes of meetings of the Company's board of directors, of committees thereof and of the shareholders which have been provided to us are true and accurate and have been properly prepared in accordance with the Company's incorporation documents and all applicable laws.

Based upon the foregoing and in reliance thereon, we are of the opinion that all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares pursuant to the Plan and the Shares, when, and if, issued and paid for (or deemed paid for) in accordance with the terms and conditions of the respective awards and the Plan will be duly authorized, validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to matters governed by the laws of the State of Israel, and we express no opinion with respect to the laws of any other country, state or jurisdiction or with respect to any matter governed by such laws. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, to any other matters.

The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of any such changes. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise.

The opinions expressed herein represent the judgment of this law firm as to the legal matters addressed herein but they are not guarantees or warranties as to how a court may rule on such matters and should not be construed as such.

2

'טולצ'ינסקי שטרן מרציאנו כהן לויצקי ושו TULCHINSKY STERN MARCIANO COHEN LEVITSKI & CO.

LAW		משרד עורכי
OFFICES		דין
www.tslaw.co.il

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

This opinion shall be governed by the laws of the State of Israel, and exclusive jurisdiction with respect thereto under all and any circumstances, and under all and any proceedings shall be vested only and exclusively with the courts of Tel Aviv in the State of Israel. This opinion is rendered to you subject to, based and in reliance on your agreement to comply with the exclusive choice of law and jurisdiction contained herein and to refrain under all and any circumstances from initiating any proceedings or taking any legal action relating to this opinion outside of the State of Israel.

Very truly yours, /s/ Tulchinsky Stern Marciano Cohen Levitski & Co., Law Offices Tulchinsky Stern Marciano Cohen Levitski & Co., Law Offices

3

Exhibit 5.2

787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111

October 12, 2016

Teva Pharmaceutical Industries Limited 5 Basel Street Petach Tikvah, 49131 Israel

Ladies and Gentlemen:

We have acted as special U.S. counsel for Teva Pharmaceutical Industries Limited, an Israeli corporation (the "Company"), in connection with the Teva Pharmaceutical Industries Limited 2015 Long-Term Equity-Based Incentive Plan (the "Plan"). The Company is filing a registration statement on Form S-8 (the "Registration Statement") with the United States Securities and Exchange Commission to register the offering and sale of 300,000 additional ordinary shares, par value NIS 0.1 per share ("ordinary shares"), of the Company (the "Shares") subject to share options, restricted shares and restricted share units issued under the Plan as "substitute awards" in connection with the consummation of the Company's acquisition of Anda Inc. ("Anda") pursuant to that certain Stock Purchase Agreement, dated as of August 2, 2016, by and between the Company and Allergan plc. The Shares may be represented by the Company's American Depository Shares ("ADSs") under the Amended and Restated Deposit Agreement, dated November 5, 2012, as amended (the "Deposit Agreement"), among the Company, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and the holders from time to time of the Company's ADSs. The Shares being registered are issuable to certain employees of the Company or its affiliates in connection with the grant of awards ("Awards") to such employees under the Plan (the "Awardholders").

We have examined, among other things, originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, papers, statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company.

We have reviewed the Deposit Agreement and have considered such aspects of New York law as we have deemed relevant for purposes of the opinion set forth below. In such examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us.

Subject to the qualifications set forth below, and based upon, and subject to, the foregoing, we are of the opinion that:

1. The Deposit Agreement, assuming due authorization, execution and delivery by the Depositary and the Company, constitutes a legal, valid, binding and enforceable agreement of the Company, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and

NEW YORK WASHINGTON HOUSTON PARIS LONDON FRANKFURT BRUSSELS MILAN ROME in alliance with Dickson Minto W.S., London and Edinburgh

Teva Pharmaceutical Industries Limited October 12, 2016 Page 2

1. The ADSs, when sold or delivered to the Awardholders in accordance with the Plan and the Awards granted thereunder, will entitle the holders of such ADSs to the rights specified in the Deposit Agreement.

We are members of the bar of the State of New York and do not express any opinion as to the laws of any other jurisdiction.

This opinion is being rendered solely in connection with the registration of the offering and sale of the Shares, as represented by ADSs, pursuant to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Teva Pharmaceutical Industries Limited of our reports dated February 11, 2016 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appear in Teva Pharmaceutical Industries Limited's Annual Report on Form 20-F for the year ended December 31, 2015.

/s/ Kesselman & Kesselman

Tel-Aviv, Israel Kesselman & Kesselman October 10, 2016 Certified Public Accountants (Isr.) A member firm of PricewaterhouseCoopers International Limited

Kesselman & Kesselman, Trade Tower, 25 Hamered Street, Tel-Aviv 6812508, Israel, P.O Box 452 Tel-Aviv 61003 Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.co.il

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Teva Pharmaceuticals Industries Limited of our report dated February 29, 2016 relating to the special purpose combined financial statements of the Global Generics Business and Certain Other Assets of Allergan plc, which appears in Teva Pharmaceuticals Industries Limited's Report on Form 6-K filed on July 13, 2016.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey October 11, 2016