As
filed with the Securities and Exchange Commission on July 30, 2008
Registration No. 033-69746
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLERGAN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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95-1622442 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
2525 Dupont Drive
Irvine, California 92612
(714) 246-4500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Matthew J. Maletta, Esq.
Vice President, Associate General Counsel and Assistant Secretary
Allergan, Inc.
2525 Dupont Drive
Irvine, California 92612
(714) 246-4500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Jonn Beeson
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626-1925
(714) 540-1235
Approximate date of commencement of proposed sale to the public: From time to time after this
Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Larger accelerated filer þ
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Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o |
DEREGISTRATION OF SECURITIES
Allergan, Inc. (the Company) files this post-effective amendment to the registration
statement on Form S-3 (File No. 033-69746) filed with the Securities and Exchange Commission on
September 30, 1993 to deregister securities which were registered under such registration statement
but were not sold thereunder. The registration statement registered shares of senior unsecured
debt securities consisting of notes, debentures or other evidences of indebtedness (collectively,
the Securities), which Securities have an aggregate initial offering price of not more than
$200,000,000. All remaining unsold Securities are hereby deregistered.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 July 29, 2008.
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ALLERGAN, INC.
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By: |
/s/ Matthew J. Maletta
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Name: |
Matthew J. Maletta |
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Title: |
Vice President,
Associate General Counsel and Assistant Secretary |
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints David E.I. Pyott,
Jeffrey L. Edwards, Douglas S. Ingram and Matthew J. Maletta as attorney-in-fact and agent, acting
alone, with full powers of substitution to sign on his behalf, individually and in the capacities
stated below, and to file any and all amendments, including post-effective amendments, to this
registration statement and other documents in connection with the registration statement, with the
Securities and Exchange Commission, granting to those attorneys-in-fact and agents full power and
authority to perform any other act on behalf of the undersigned required to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated as of July 29, 2008.
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Signature |
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Title |
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/s/ David E.I. Pyott
David E.I. Pyott
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Chairman of the Board of Directors and Chief
Executive Officer
(Principal Executive Officer) |
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/s/ Jeffrey L. Edwards
Jeffrey L. Edwards
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Executive Vice President, Finance and Business
Development, Chief Financial Officer
(Principal Financial Officer) |
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/s/ James F. Barlow
James F. Barlow
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Senior Vice President, Corporate Controller
(Principal Accounting Officer) |
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/s/ Herbert W. Boyer, Ph.D.
Herbert W. Boyer, Ph.D.
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Director |
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/s/ Deborah Dunsire, M.D.
Deborah Dunsire, M.D.
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Director |
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/s/ Michael R. Gallagher
Michael R. Gallagher
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Director |
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/s/ Gavin S. Herbert
Gavin S. Herbert
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Director |
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/s/ Dawn Hudson
Dawn Hudson
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Director |
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/s/ Robert A. Ingram
Robert A. Ingram
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Director |
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/s/ Trevor M. Jones, Ph.D.
Trevor M. Jones, Ph.D.
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Director |
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/s/ Louis J. Lavigne, Jr.
Louis J. Lavigne, Jr.
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Director |
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/s/ Russell T. Ray
Russell T. Ray
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Director |
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/s/ Stephen J. Ryan, M.D.
Stephen J. Ryan, M.D.
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Director |
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/s/ Leonard D. Schaeffer
Leonard D. Schaeffer
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Director |