el05211201-s8.htm
As filed with the Securities and Exchange Commission on June 7, 2012
Registration No. 333-              
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

 
ELAN CORPORATION, plc
(Exact name of registrant as specified in its charter)
 
Ireland
Not Applicable
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
  
 
Treasury Building
Lower Grand Canal Street
Dublin 2, Ireland
(Address of principal executive offices)
__________________________________________
 
Elan Corporation, plc Employee Equity Purchase Plan (2012 Restatement)
 
(Full title of the plan)
___________________________________________
 
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
Attention:  Christopher T. Cox, Esq.
(212) 504-6000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
 
Please send copies of all communications to:
 
William F. Daniel
Executive Vice President and Secretary
Elan Corporation, plc
Treasury Building
Lower Grand Canal Street
Dublin 2, Ireland
 (353) 1-709-4000
___________________________________________

 
 
 

CALCULATION OF REGISTRATION FEE
 
Title of
securities to be registered
Amount to be
registered
Proposed maximum
offering price
per share
Proposed maximum
aggregate offering
price
Amount of
registration fee
Ordinary Shares, par value 5
Euro cents each (1)
 
1,500,000(2)
 
$13.41(3)
 
$20,115,000(3)
 
$2,305.18
 
 (1)
American Depositary Shares (“Elan ADSs”), evidenced by American Depositary Receipts, issuable upon deposit of Ordinary Shares, par value 5 Euro cents each (the “Ordinary Shares”), of Elan Corporation, plc (“Elan”) are registered on a separate registration statement on Form F-6.  Each Elan ADS represents one Ordinary Share.
(2)  
The number of Ordinary Shares stated above consists of the aggregate number of additional Ordinary Shares not previously registered which may be issued under the Elan Corporation plc Employee Equity Purchase Plan (2012 Restatement) (the “EEPP”).  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), the amount being registered also includes such indeterminate number of additional Ordinary Shares as may become issuable under the anti-dilution provisions of the EEPP.
(3)  
Estimated solely for the purpose of calculating the registration fee, computed pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low sales prices of an Elan ADS, as reported on the New York Stock Exchange - Composite Transactions System on June 4, 2012.

 
 
 

EXPLANATORY STATEMENT
 
Elan Corporation, plc (“Elan” or the “Registrant”) has prepared this Registration Statement on Form S-8 in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, (the “Securities Act”), to register an additional 1,500,000 Ordinary Shares, par value 5 Euro cents each (the “Ordinary Shares”), of the Registrant authorized for issuance under the Elan Corporation, plc Employee Equity Purchase Plan (2012 Restatement) (the “EEPP”).  A Registration Statement on Form S-8 (File No. 333-121021) was filed with the Securities and Exchange Commission on December 6, 2004, covering the registration of 1,500,000 Ordinary Shares authorized for issuance under the original Employee Equity Purchase Plan (plus 1,500,000 Ordinary Shares authorized for issuance under Elan’s 2004 Restricted Stock Unit Plan).  A Registration Statement on Form S-8 (File No. 333-135184) was filed with the Securities and Exchange Commission on June 21, 2006 covering the registration of an additional 1,500,000 Ordinary Shares authorized for issuance under the Employee Equity Purchase Plan (2006 Amendment). Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 1,500,000 Ordinary Shares under the EEPP.  Pursuant to such Instruction E, the contents of the previously filed Registration Statements on Form S-8 (File No. 333-121021 and File No. 333-135184) are incorporated herein by reference.  The current registration of 1,500,000 Ordinary Shares will increase the number of shares registered under the EEPP from 3,000,000 Ordinary Shares to 4,500,000 Ordinary Shares.
 

 
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PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 8.
EXHIBITS.
 
The following is a complete list of exhibits filed as a part of this Registration Statement:
 
Exhibit No.
Description
   
4.1
Memorandum and Articles of Association of Elan.
   
4.2
Amended and Restated Deposit Agreement, dated as of February 3, 2012, among Elan, Citibank, N.A., as Depositary, and the holders and beneficial owners of American Depositary Receipts issued thereunder.
   
4.3
Specimen of American Depositary Receipt, evidencing American Depositary Shares, representing deposited ordinary Shares (included as Exhibit 4.2).
   
4.4
Elan Corporation, plc Employee Equity Purchase Plan (2012 Restatement).
   
5.1
Opinion of A&L Goodbody Solicitors with respect to the legality of the Ordinary Shares being registered hereby.
   
23.1
Consent of A&L Goodbody (included in Exhibit 5.1).
   
23.2
Consent of KPMG, Independent Registered Public Accounting Firm.
   
24
Powers of Attorney (included on the signature pages of this Registration Statement).

 
II-1
 

SIGNATURES
 
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 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 the 7th day of June, 2012.
 
  ELAN CORPORATION, PLC  
     
       
 
By:
 /s/ Nigel Clerkin  
    Name:  Nigel Clerkin  
    Title: 
Executive Vice President
and Chief Financial Officer
  
       
 
 
 
 

 
 
II-2
 

POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nigel Clerkin and William F. Daniel, 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 the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, to sign any and all pre- or post-effective amendments to the Registration Statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or 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 any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
 
Signature
  
Title
  
Date
         
 /s/ G. Kelly Martin        
(G. Kelly Martin)
  
Chief Executive Officer and Director (Principal Executive Officer)
  
June 7, 2012
         
 /s/ Nigel Clerkin        
(Nigel Clerkin)
  
Chief Financial Officer and Executive Vice President (Principal Financial Officer)
  
June 7, 2012
         
 /s/ Grainne McAleese        
(Grainne McAleese)
  
Vice President, Finance and Group Controller (Principal Accounting Officer)
  
June 7, 2012
         
 /s/ Robert A. Ingram        
(Robert A. Ingram)
  
Chairman of the Board
 
  
June 7, 2012
         
 /s/ Lars Ekman        
(Lars Ekman, M.D., Ph.D.)
  
Director
 
  
June 7, 2012
         
 /s/ Hans Peter Hasler        
(Hans Peter Hasler)
  
Director
 
  
June 7, 2012
         
 /s/ Gary Kennedy        
(Gary Kennedy)
  
Director
 
  
June 7, 2012
 
 
II-3
 
 
 
Signature
    
Title
    
Date
         
 /s/ Patrick Kennedy        
(Patrick Kennedy)
  
Director
 
  
June 7, 2012
         
 /s/ Giles Kerr        
(Giles Kerr)
  
Director
 
  
June 7, 2012
         
 /s/ Kieran McGowan        
(Kieran McGowan)
  
Director
 
  
June 7, 2012
         
         
(Kyran McLaughlin)
  
Director
 
  
 
         
 /s/ Donal O’Connor        
(Donal O’Connor)
  
Director
 
  
June 7, 2012
         
 /s/ Richard Pilnik        
(Richard Pilnik)
  
Director
 
  
June 7, 2012
         
 /s/ Dennis J. Selkoe, M.D.        
(Dennis J. Selkoe, M.D.)
  
Director
 
  
June 7, 2012
         
         
(Andrew von Eschenbach, M.D.)
  
Director
 
  
 
 
 
AUTHORIZED REPRESENTATIVE
Elan Pharmaceuticals, Inc.
        
         
By:    /s/ G. Kelly Martin                      
(G. Kelly Martin)
  
Authorized Signatory
  
June 7, 2012

 
II-4
 

Exhibit Index
 
Exhibit No.
  
Description
       
  4.1  
Memorandum and Articles of Association of Elan.
       
  4.2  
Amended and Restated Deposit Agreement, dated as of February 3, 2012, among Elan, Citibank, N.A., as Depositary, and the holders and beneficial owners of American Depositary Receipts issued thereunder.
       
  4.3  
Specimen of American Depositary Receipt, evidencing American Depositary Shares, representing deposited ordinary Shares (included as Exhibit 4.2).
       
  4.4  
Elan Corporation, plc Employee Equity Purchase Plan (2012 Restatement).
       
  5.1  
Opinion of A&L Goodbody Solicitors with respect to the legality of the Ordinary Shares being registered hereby.
       
  23.1  
Consent of A&L Goodbody (included in Exhibit 5.1).
       
  23.2  
Consent of KPMG, Independent Registered Public Accounting Firm.
       
  24  
Powers of Attorney (included on the signature pages of this Registration Statement).
 
 

 
 
II-5