As Filed with the Securities and Exchange Commission on May 7, 2025
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PERRIGO COMPANY PLC
(Exact name of registrant as specified in its charter)
| Ireland | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
The Sharp Building, Hogan Place
Dublin 2, Ireland
Telephone: +353 1 7094000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
PERRIGO COMPANY PLC 2019 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Charles M. Atkinson
Executive Vice President, General Counsel and Company Secretary
Perrigo Company plc
515 Eastern Avenue
Allegan, Michigan 49010
Telephone: (269) 686-1941
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan J. Fishman
Sullivan & Cromwell LLP
125 Broad St
New York, New York 10004
(212) 558-4000
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) relates to the registration of ordinary shares, nominal value €0.001 per share (the “Ordinary Shares”), of Perrigo Company plc (the “Company” or “Registrant”) to be offered under the Perrigo Company plc 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan was adopted as an amendment and restatement of the 2013 Long-Term Incentive Plan (the “2013 Plan”), which was adopted as an amendment and restatement of the 2008 Long-Term Incentive Plan (the “2008 Plan”), which was adopted as an amendment and restatement of the 2003 Long-Term Incentive Plan (the “2003 Plan”). The Company has earlier filed registration statements on Form S-8 (File No. 333-277416 and 333-270089 and 333-261074) relating to the 2019 Plan as well as a Form S-8 (File No. 333-192946) relating to the 2013 Plan, the 2008 Plan, the 2003 Plan (the “Earlier Registration Statements”). Except as modified or superseded herein, the contents of the Earlier Registration Statements are incorporated herein by reference. This Registration Statement is being filed by the Company pursuant to General Instruction E for Form S-8 to register the issuance of an additional 1,412,770 Ordinary Shares that have become available for delivery with respect to awards under the 2019 Plan pursuant to the share counting, share recycling and other terms and conditions of the 2019 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
The following documents are filed or incorporated by reference as part of this Registration Statement.
1
SIGNATURES AND POWER OF ATTORNEY
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on May 7, 2025.
| PERRIGO COMPANY PLC | ||
| By: | /s/ Charles M. Atkinson | |
| Charles M. Atkinson | ||
| Executive Vice President, General Counsel and Secretary | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Patrick Lockwood-Taylor, Eduardo Bezerra and Charles Atkinson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated on May 7, 2025.
| Signature |
Title | |
| /s/ Patrick Lockwood-Taylor Patrick Lockwood-Taylor |
Chief Executive Officer and President (Principal Executive Officer) and Director | |
| /s/ Eduardo Bezerra Eduardo Bezerra |
Chief Financial Officer and Executive Vice President (Principal Accounting and Financial Officer) | |
| /s/ Orlando D. Ashford Orlando D. Ashford |
Director, Chairman of the Board | |
| /s/ Bradley A. Alford Bradley A. Alford |
Director | |
| /s/ Julia Brown Julia Brown |
Director | |
| /s/ Kevin Egan Kevin Egan |
Director | |
| /s/ Adriana Karaboutis Adriana Karaboutis |
Director | |
3
| /s/ Jeffrey B. Kindler Jeffrey B. Kindler |
Director | |
| /s/ Albert A. Manzone Albert A. Manzone |
Director | |
| /s/ Donal O’Connor Donal O’Connor |
Director | |
| /s/ Geoffrey M. Parker Geoffrey M. Parker |
Director | |
| /s/ Jonas Samuelson Jonas Samuelson |
Director | |
4