Securities Exchange Act of 1934
September 30, 2013
Response of the Office of Chief Counsel
Division of Corporation Finance
Incoming letter dated September 27, 2013
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
- The Transaction will constitute a "succession" for purposes of Rule 12g-3(c) under the Exchange Act and New Actavis will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
- After consummation of the Transaction and before New Actavis files its first annual report on Form 10-K after the Transaction, it may use Form S-8 or post-effective amendments to the Registration Statement (assuming a sufficient number of New Actavis ordinary shares are included) to register the securities covered by the New Actavis Plan, the Warner Chilcott Incentive Plan, and any new benefit plans, stock option plans or stock incentive plans of New Actavis.
- New Actavis may take into account Actavis' and Warner Chilcott's reporting histories under the Exchange Act in determining its eligibility to use Form S-3. Actavis' and Warner Chilcott's reporting histories under the Exchange Act may also be used in determining whether New Actavis: (1) "meets the requirements for use of Form S-3" within the meaning of Form S-4; and (2) "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
- Actavis' and Warner Chilcott's Exchange Act reporting histories may be taken into account when determining New Actavis' compliance with the current public information requirements of Rule 144(c)(l) under the Securities Act.
- New Actavis may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).
These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
The Incoming Letter is in Acrobat format.