UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2015
WARNER CHILCOTT LIMITED
(Exact name of registrant as specified in its charter)
| Bermuda | 001-36887 | 98-0496358 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Cannon’s Court 22
Victoria Street
Hamilton HM 12
Bermuda
(Address of Principal Executive Offices)
(441) 295-2244
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
The information furnished in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing of Warner Chilcott Limited, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
On August 6, 2015, Allergan plc (the “Company”), of which Warner Chilcott Limited is a consolidated subsidiary, issued a press release recasting segment contribution which represents net revenues less cost of sales, selling and marketing and general and administrative expenses for the six months ended June 30, 2015, the three months ended June 30, 2015 and March 31, 2015, the year ended December 31, 2014 and the three months ended December 31, 2014, September 30, 2014, June 30, 2014 and March 31, 2014. The Company furnished the press release as Exhibit 99.1 to a Current Report on Form 8-K filed on August 6, 2015. The Company financial information contained in the press release includes, on a consolidated basis, information regarding Warner Chilcott Limited’s results of operations and financial condition.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| EXHIBIT NO. |
DESCRIPTION | |
| 99.1 | Allergan plc Form 8-K dated August 6, 2015 (incorporated by reference to Exhibit 99.1 to the Allergan plc Current Report on Form 8-K, filed with the SEC on August 6, 2015). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 6, 2015
| Warner Chilcott Limited | ||
| By: | /s/ A. Robert D. Bailey | |
| Name: | A. Robert D. Bailey | |
| Title: | Secretary | |
Exhibit Index
| EXHIBIT NO. |
DESCRIPTION | |
| 99.1 | Allergan plc Form 8-K dated August 6, 2015 (incorporated by reference to Exhibit 99.1 to the Allergan plc Current Report on Form 8-K, filed with the SEC on August 6, 2015). | |