def14a
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under sec. 240.14a-12 |
ALLERGAN, INC.
(Name of Registrant as specified in its charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee not required |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Fee paid previously with preliminary materials |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-
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Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing |
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Date Filed: |
2525 Dupont Drive, Irvine, CA 92612 (714) 246-4500
August 15, 2006
Dear Stockholder:
You are cordially invited to attend a special meeting of
stockholders of Allergan, Inc., to be held at the Hyatt Regency
Irvine, 17900 Jamboree Road, Irvine, California 92614, on
Wednesday, September 20, 2006 at 10:00 a.m. local
time. We hope you will be present at the special meeting, where
you will be asked to consider and vote upon a proposal to
approve an amendment to Allergan, Inc.s Restated
Certificate of Incorporation, as amended, to increase the number
of authorized shares of common stock.
The attached notice of special meeting and Proxy Statement
describe the matters to be acted upon at the special meeting. If
you plan to attend the special meeting in person, please mark
the designated box on the enclosed proxy card. Alternatively, if
you utilize the telephone or internet voting system, please
indicate your plans to attend the special meeting when prompted
to do so by the system. If you are a stockholder of record, you
should bring the bottom half of the enclosed proxy card as your
admission card and present the card upon entering the special
meeting. If you are planning to attend the special meeting and
your shares are held in street name (by a bank or broker, for
example), you should ask the record owner for a legal proxy or
bring your most recent account statement to the special meeting
so that we can verify your ownership of Allergan common stock.
Please note, however, that if your shares are held in street
name and you do not bring a legal proxy from the record owner,
you will be able to attend the special meeting, but you will not
be able to vote at the special meeting.
Whether or not you plan to attend the special meeting
personally, and regardless of the number of shares you own, it
is important that your shares be represented at the special
meeting. Accordingly, we urge you to promptly complete the
enclosed proxy card and return it to the inspector of elections
in the postage-prepaid envelope provided, or to promptly use the
telephone or internet voting system. If you do attend the
special meeting and wish to vote in person, you may withdraw
your proxy at that time.
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David E.I. Pyott |
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Chairman of the Board and |
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Chief Executive Officer |
2525 Dupont Drive, Irvine, CA 92612
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 20, 2006
TO OUR STOCKHOLDERS:
A special meeting of stockholders of Allergan, Inc., a Delaware
corporation (Allergan or the Company),
will be held at the Hyatt Regency Irvine, 17900 Jamboree
Road, Irvine, California 92614, on Wednesday, September 20,
2006 at 10:00 a.m., local time, for the following purposes:
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To approve an amendment to the Allergan, Inc. Restated
Certificate of Incorporation, as amended, to increase the total
number of shares of common stock that the Company is authorized
to issue from 300,000,000 to 500,000,000; and |
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To transact such other business as may properly come before the
special meeting or any adjournment or postponement thereof. |
The Board of Directors has adopted a resolution stating the
proposed amendment to the Allergan, Inc. Restated Certificate of
Incorporation, as amended, and declaring its advisability. The
Board of Directors has fixed August 14, 2006 as the record
date for determining the stockholders entitled to notice of and
to vote at the special meeting and, consequently, only
stockholders whose names appeared on the Companys books as
owning the Companys common stock at the close of business
on August 14, 2006 will be entitled to notice of and to
vote at the special meeting and any adjournment or postponement
thereof.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL
MEETING IN PERSON. It is important that your shares of common
stock be represented and voted at the special meeting. Whether
or not you expect to attend the special meeting, please
complete, date, sign and return the enclosed proxy card as
promptly as possible in order to ensure your representation at
the special meeting. Should you receive more than one proxy card
because your shares of common stock are held in multiple
accounts or registered in different names or addresses, please
sign, date and return each proxy card to ensure that all of your
shares of common stock are voted. A postage-prepaid envelope is
enclosed for that purpose. You may also vote your proxy by
calling the toll-free telephone number shown on your proxy card
or by visiting the Internet website address shown on your proxy
card. Your proxy may be revoked at any time prior to the special
meeting. If you attend the special meeting and vote by ballot,
any proxy that you previously submitted will be revoked
automatically and only your vote at the special meeting will be
counted. However, if your shares of common stock are held of
record by a broker, bank or other nominee, your vote in person
at the special meeting will not be effective unless you have
obtained and present a proxy issued in your name from the record
holder.
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By Order of the Board of Directors |
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Douglas S. Ingram |
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Executive Vice President, |
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General Counsel and Secretary |
Irvine, California
August 15, 2006
SEPTEMBER 20, 2006 SPECIAL MEETING OF STOCKHOLDERS
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT
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i
ALLERGAN, INC.
2525 Dupont Drive, Irvine, California 92612
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 2006
PROXY STATEMENT
Solicitation of Proxies by Allergans Board of
Directors
The Board of Directors (the Board) of Allergan, Inc.
(Allergan or the Company) is soliciting
proxies to be used at the Companys Special Meeting of
Stockholders, to be held at the Hyatt Regency Irvine,
17900 Jamboree Road, Irvine, California 92614, on
Wednesday, September 20, 2006 at 10:00 a.m., local
time, and at any adjournment or postponement thereof (the
Special Meeting). This Proxy Statement and the
enclosed form of proxy are being mailed to the Companys
stockholders on or about August 21, 2006.
Who Can Vote, Outstanding Shares
Record holders of the Companys common stock, par value
$0.01 per share (the Common Stock), as of
August 14, 2006 (the Record Date), may vote at
the Special Meeting. Each record holder of Common Stock on such
date will be entitled to one vote for each share held on the
matters to be voted upon at the Special Meeting. As of the
Record Date, there were 151,158,148 shares of Common Stock
(exclusive of 2,597,796 shares of Common Stock held in
treasury) outstanding, each entitled to one vote. The shares of
Common Stock held in the Companys treasury will not be
voted at the Special Meeting. There were approximately
5,906 stockholders of record as of the Record Date.
How You Can Vote
Stockholders of record on the Record Date are eligible to vote
at the Special Meeting using one of four methods:
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Voting in Person. To vote in person, you must attend the
Special Meeting and follow the procedures for voting announced
at the Special Meeting; |
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Voting by Mail. To vote by mail, simply mark the enclosed
proxy card, date and sign it, and return it in the postage-paid
envelope provided; |
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Voting by Telephone. To vote by telephone, call the
toll-free number on the enclosed proxy card; or |
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Voting by Internet. To vote via the Internet, use the
website indicated on the enclosed proxy card, which is available
24 hours a day. |
The Internet and telephone voting procedures are designed to
authenticate the stockholders identity and to allow
stockholders to vote their shares and to confirm that their
voting instructions have been properly recorded. Specific
instructions are set forth on the enclosed proxy card. In order
to be timely processed, an Internet or telephone vote must be
received by 11:59 a.m. Central Standard Time on
September 19, 2006. If you vote via the Internet or by
telephone, you may incur costs such as usage charges from
telephone companies or Internet service providers and you must
bear these costs. Please note that while all stockholders of
record on the Record Date may vote in person or by mail, certain
banks and brokerages do not allow for voting by telephone or via
the Internet. Regardless of the method you choose, your vote is
important. Please vote by following the specific instructions on
your proxy card.
1
How You May Revoke or Change Your Vote
Any stockholder has the power to revoke his or her proxy at any
time before it is voted at the Special Meeting. A proxy may be
revoked by a stockholder of record by:
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delivering a written notice of revocation to the Secretary of
the Company at or before the Special Meeting; |
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presenting to the Secretary of the Company at or before the
Special Meeting a later dated proxy executed by the person who
executed the prior proxy; or |
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attending the Special Meeting and voting in person. |
If your shares are held in street name, you must contact your
broker or other nominee to revoke your proxy or change your vote.
Attendance at the Special Meeting will not, by itself, revoke a
proxy. Any written notice of revocation or subsequent proxy may
be sent to Allergan, Inc., Attn: Secretary, 2525 Dupont
Drive, P.O. Box 19534, Irvine, California 92623, or hand
delivered to the Secretary of the Company at or before the
voting at the Special Meeting.
General Information on Voting
Each share of Common Stock represented by each properly
executed, unrevoked proxy received in time for the Special
Meeting will be voted in the manner specified therein. If the
manner of voting is not specified in an executed proxy received
by the Company, the proxy will be voted FOR approval of the
proposal to amend the Allergan, Inc. Restated Certificate of
Incorporation, as amended, to increase the total number of
shares of Common Stock that the Company is authorized to issue.
As to any other business that may properly come before the
Special Meeting, the persons named in the accompanying proxy
card will vote in accordance with their best judgment, although
the Company does not presently know of any other business.
Brokers holding shares of record for customers are not entitled
to vote on certain matters unless they receive voting
instructions from their customers. Broker
non-votes result
when shares are held by a broker who has not received
instructions from its customer on such matters and the broker
has so notified the Company on a proxy form in accordance with
industry practice or has otherwise advised the Company that it
lacks voting authority on such matter.
Quorum and Required Vote
The inspector of elections appointed for the Special Meeting
will tabulate votes cast by proxy or in person at the Special
Meeting. The inspector of elections will also determine whether
or not a quorum is present. In order to constitute a quorum for
the conduct of business at the Special Meeting, a majority of
the outstanding shares of Common Stock entitled to vote at the
Special Meeting must be present or represented by proxy at the
Special Meeting. Shares that abstain from voting on any
proposal, or that are represented by broker
non-votes, will be treated as shares that are present and
entitled to vote at the Special Meeting for purposes of
determining whether a quorum exists.
Approval of Proposal 1 requires the affirmative vote of a
majority of the shares of Common Stock outstanding on the Record
Date. Abstentions will have the same effect as a negative vote.
The approval of Proposal 1 is a routine proposal on which
the Company expects that brokers or other nominees will be
entitled to vote without receiving instructions from the record
holder of the applicable shares of Common Stock. Accordingly, no
broker non-votes will result from this proposal.
Costs of Solicitation
The total cost of this solicitation will be borne by the
Company. In addition to solicitation by mail, officers and
employees of the Company may solicit proxies by telephone, by
facsimile or in person. The Company has retained Georgeson Inc.
to assist in the solicitation of proxies for a fee not to exceed
$9,000,
2
plus the reimbursement of reasonable
out-of-pocket expenses.
The Company will reimburse brokers, nominees, fiduciaries and
other custodians for reasonable expenses incurred by them in
sending proxy soliciting material to the beneficial owners of
the Common Stock.
Confidentiality
It is the Companys policy that all proxies, ballots and
voting materials that identify the particular vote of a
stockholder be kept confidential, except in the following
circumstances:
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to allow the independent inspector of elections appointed for
the Special Meeting to certify the results of the vote; |
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as necessary to meet applicable legal requirements, including
the pursuit or defense of a judicial action; |
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where the Company concludes in good faith that a bona fide
dispute exists as to the authenticity of one or more proxies,
ballots or votes, or as to the accuracy of the tabulation of
such proxies, ballots or votes; |
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where a stockholder expressly requests disclosure or has made a
written comment on a proxy card; |
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where contacting stockholders by the Company is necessary to
obtain a quorum, the names of stockholders who have or have not
voted (but not how they voted) may be disclosed to the Company
by the independent inspector of elections appointed for the
Special Meeting; |
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aggregate vote totals may be disclosed to the Company from time
to time and publicly announced at the meeting of stockholders at
which they are relevant; and |
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in the event of any solicitation of proxies or written consents
with respect to any of the securities of the Company by a person
other than the Company of which solicitation the Company has
actual notice. |
3
PROPOSAL NO. 1
APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION
The Board has determined that it is in the Companys best
interest and in the best interest of the Companys
stockholders to further amend the Companys Restated
Certificate of Incorporation (as amended, the Certificate
of Incorporation) to increase the total number of
authorized shares of Common Stock from 300,000,000 shares
to 500,000,000 shares. The Board unanimously approved the
proposed amendment to the Certificate of Incorporation, in
substantially the form attached hereto as Exhibit A (the
Amendment), declared it to be advisable and hereby
seeks the approval of the Amendment by the Companys
stockholders.
If the Amendment is approved by the Companys stockholders,
the Amendment will become effective upon the filing of a
certificate of amendment with the Delaware Secretary of State,
which filing is expected to occur promptly after the Special
Meeting.
Purpose of the Amendment
The purpose of the Amendment is to increase the total number of
authorized shares of Common Stock from 300,000,000 shares
to 500,000,000 shares. The additional authorized shares
could be used by the Company for business and financial purposes
as determined by the Board from time to time to be necessary or
desirable. Subject to favorable market conditions and approval
of the Amendment, the Company currently plans to use a number of
the additional shares of Common Stock to effect a stock split,
in the form of a stock dividend payable on all outstanding
shares of Common Stock. The Board anticipates approving a
two-for-one stock split in the future, but the final decision on
when or whether to implement a stock split and the magnitude of
the stock split will be based on market conditions and remain in
the Boards sole discretion. The proposed increase in the
number of authorized shares of Common Stock is necessary because
the current number of authorized shares of Common Stock that are
not reserved or outstanding is not sufficient to effect a
two-for-one stock split. Stockholder approval of a stock split
effected in the form of a stock dividend is not required under
Delaware law, is not being solicited by this Proxy Statement and
will not be solicited in the future in order to effect the stock
split.
The objective of a stock split would be to lower the market
price of the Common Stock in inverse proportion to the stock
split. Such lower price would be expected to increase the
liquidity and broaden the marketability of the Common Stock to a
larger group of investors. The Board may decide, however, in the
best interests of the Company and due to market conditions or
otherwise, not to effect a stock split. Therefore, no assurances
can be given that the Board will effect a stock split, even if
the Amendment is approved.
If a stock split is effected, each stockholder would receive,
for each share of Common Stock held by such stockholder on the
record date for the stock split that would be established by the
Board, a dividend of the Common Stock. For example, if the Board
declares a two-for-one stock split, each stockholder would
receive one additional share of Common Stock for each share
held. In addition, the Companys outstanding stock options,
stock purchase rights and warrants, if any, would be
proportionately adjusted such that the number of shares
underlying the Companys outstanding stock options, stock
purchase rights and warrants would be increased (for example,
doubled in a two-for-one stock split) and the exercise price
would be reduced (for example, halved in a two-for-one stock
split). In the event of a stock split, the Company will apply
for listing of the additional shares of Common Stock to be
issued on the New York Stock Exchange.
As of the Record Date, there were 151,158,148 shares of
Common Stock outstanding and held by the Companys
stockholders (exclusive of 2,597,796 shares of Common Stock
held in treasury). In addition to these shares, as of the Record
Date, there were 14,651,440 shares of Common Stock reserved
for issuance under the Companys equity compensation plans
and 5,921,400 shares of Common Stock reserved for issuance
upon conversion of the Companys 1.50% Convertible
Senior Notes due 2026.
Other possible business and financial uses for the additional
shares of Common Stock include, without limitation, future stock
splits, raising capital through the sale of Common Stock,
acquiring other companies, businesses or products in exchange
for shares of Common Stock, attracting and retaining employees
by the issuance of additional securities under the
Companys various equity compensation plans, and other
4
transactions and corporate purposes that the Board deems are in
the Companys best interest. The additional authorized
shares would enable the Company to act quickly in response to
opportunities that may arise for these types of transactions, in
most cases without the necessity of obtaining further
stockholder approval and holding a special stockholders
meeting before such issuance(s) could proceed, except as
provided under Delaware law or under the rules of the New York
Stock Exchange. Other than a possible stock split and issuances
pursuant to employee benefit plans and currently outstanding
convertible securities and warrants, as of the date of this
Proxy Statement the Company has no current plans, arrangements
or understandings regarding the additional shares that would be
authorized pursuant to this proposal. However, the Company
reviews and evaluates potential capital raising activities,
transactions and other corporate actions on an on-going basis to
determine if such actions would be in the best interests of the
Company and its stockholders.
Possible Effects of the Amendment
Upon issuance, the additional shares of authorized Common Stock
would have rights identical to the currently outstanding shares
of Common Stock. Adoption of the Amendment would not have any
immediate dilutive effect on the proportionate voting power or
other rights of existing stockholders. The proposed stock split,
should it be effected, would reduce the Companys earnings
per share but would not affect voting rights of current
stockholders, as each stockholder would continue to hold the
same percentage interest in the Company. However, to the extent
that the additional authorized shares of Common Stock are issued
in the future outside of the proposed stock split, they may
decrease existing stockholders percentage equity ownership
and, depending on the price at which they are issued, could be
dilutive to the voting rights of existing stockholders and have
a negative effect on the market price of the Common Stock.
Current stockholders have no preemptive or similar rights, which
means that current stockholders do not have a prior right to
purchase any new issue of Common Stock in order to maintain
their proportionate ownership thereof.
The Company has not proposed the increase in the number of
authorized shares of Common Stock with the intention of using
the additional authorized shares for anti-takeover purposes, but
the Company would be able to use the additional shares to oppose
a hostile takeover attempt or delay or prevent changes in
control or management of the Company. For example, without
further stockholder approval, the Board could sell shares of
Common Stock in a private transaction to purchasers who would
oppose a takeover or favor the current Board. Although this
proposal to increase the authorized number of shares of Common
Stock has been prompted by business and financial considerations
and not by the threat of any known or threatened hostile
takeover attempt, stockholders should be aware that approval of
this proposal could facilitate future efforts by the Company to
oppose changes in control of the Company and perpetuate the
Companys management, including transactions in which the
stockholders might otherwise receive a premium for their shares
over then current market prices.
The Company could also use the additional shares of Common Stock
for potential strategic transactions including, among other
things, acquisitions, spin-offs, strategic partnerships, joint
ventures, restructurings, divestitures, business combinations
and investments, although the Company has no present plans to do
so. The Company cannot provide assurances that any such
transactions will be consummated on favorable terms or at all,
that they will enhance stockholder value or that they will not
adversely affect the Companys business or the trading
price of the Common Stock. Any such transactions may require the
Company to incur non-recurring or other charges and may pose
significant integration challenges and/or management and
business disruptions, any of which could materially and
adversely affect the Companys business and financial
results.
Recommendation of the Board of Directors
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSAL 1.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Directors and Executive Officers
The following table sets forth information as of August 14,
2006 regarding the beneficial ownership of Common Stock by each
director, each of the executive officers named in the Summary
Compensation Table in the Proxy Statement for the Companys
Annual Meeting of Stockholders held in 2006, and all of the
directors and executive officers of the Company as a group.
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Class I Directors:
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Trevor M. Jones, Ph.D.
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6,120 |
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3,508 |
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9,628 |
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Louis J. Lavigne, Jr.(4)
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5,400 |
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5,400 |
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Leonard D. Schaeffer(5)
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22,837 |
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15,274 |
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38,111 |
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Class II Directors:
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Herbert W. Boyer, Ph.D.(6)
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22,800 |
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14,113 |
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36,913 |
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Robert A. Ingram
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9,000 |
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2,887 |
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11,887 |
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David E.I. Pyott(7)
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47,339 |
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1,485,103 |
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1,532,442 |
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1.01 |
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Russell T. Ray
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10,800 |
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7,500 |
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18,300 |
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Class III Directors:
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Handel E. Evans
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29,125 |
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36,192 |
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65,317 |
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Michael R. Gallagher
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18,200 |
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12,937 |
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31,137 |
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Gavin S. Herbert(8)
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161,500 |
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7,500 |
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169,000 |
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Stephen J. Ryan, M.D.
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9,468 |
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8,815 |
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18,283 |
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Other Named Executive Officers:
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F. Michael Ball(9)
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7,793 |
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|
164,601 |
|
|
|
172,394 |
|
|
|
* |
|
Douglas S. Ingram
|
|
|
7,077 |
|
|
|
195,177 |
|
|
|
202,254 |
|
|
|
* |
|
Scott M. Whitcup, M.D.
|
|
|
10,527 |
|
|
|
72,414 |
|
|
|
82,941 |
|
|
|
* |
|
Roy J. Wilson
|
|
|
4,113 |
|
|
|
9,000 |
|
|
|
13,113 |
|
|
|
* |
|
All current directors and executive officers as a group
(18 persons, including those named above)
|
|
|
394,889 |
|
|
|
2,228,605 |
|
|
|
2,623,494 |
|
|
|
1.74 |
% |
|
* Beneficially owns less than 1% of our outstanding Common
Stock. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
In addition to shares held in the individuals sole name,
this column includes shares held by the spouse of the named
person and shares held in various trusts. This column also
includes, for employees, shares held in trust for the benefit of
the named employee in the Companys Savings and Investment
Plan and Employee Stock Ownership Plan as of August 14,
2006. |
|
|
|
(2) |
Shares which the person or group has the right to acquire within
60 days of August 14, 2006. For employees
(Messrs. Pyott, Ball, Ingram, and Wilson and
Dr. Whitcup), these shares may be acquired upon the
exercise of stock options. For the non-employee directors, this
number represents the number of shares that may be acquired upon
the exercise of stock options within 60 days of
August 14, 2006 and shares accrued under the Deferred
Directors Fee (DFF) Program as of August 14,
2006. Under the DFF Program, participants elect to defer all or
a portion of their annual retainer and meeting fees, with such
deferred amounts treated as having been invested in the Common
Stock. These shares are distributed upon termination of a
directors service on the Board. |
|
|
|
(3) |
Based on 151,158,148 shares of Common Stock outstanding as
of August 14, 2006 (exclusive of 2,597,796 shares of
Common Stock held in treasury). |
|
|
(4) |
Includes 3,600 shares held directly and 1,800 shares
beneficially owned by a trust for which Mr. Lavigne serves
as co-trustee and
beneficiary. |
6
|
|
(5) |
Includes 9,029 shares held directly and 13,807 shares
beneficially owned by a trust for which Mr. Schaeffer
serves as trustee and beneficiary. |
|
(6) |
Includes 5,400 shares held directly and 17,400 shares
beneficially owned by a trust for which Mr. Boyer serves as
trustee and beneficiary. |
|
(7) |
Includes 5,900 shares held directly and 39,175 shares
beneficially owned by trusts for which Mr. Pyott serves as
trustee and beneficiary. |
|
|
(8) |
Includes 1,800 shares held directly and 159,700 shares
beneficially owned by trusts for which Mr. Herbert serves
as trustee and beneficiary. |
|
|
(9) |
Includes 1,481 shares held directly and 2,735 shares
beneficially owned by a trust for which Mr. Ball serves as
trustee and beneficiary. |
Stockholders Holding 5% or More
Except as set forth below, management of the Company knows of no
person who is the beneficial owner of more than 5% of the
Companys issued and outstanding Common Stock.
|
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|
Shares Beneficially | |
|
Percent of | |
Name and Address of Beneficial Owners |
|
Owned | |
|
Class(1) | |
|
|
| |
|
| |
FMR Corp.
|
|
|
16,085,889 |
(2) |
|
|
10.64 |
% |
|
82 Devon Street
|
|
|
|
|
|
|
|
|
|
Boston, MA 02109
|
|
|
|
|
|
|
|
|
|
Capital Group International, Inc.
|
|
|
13,146,350 |
(3) |
|
|
8.70 |
% |
|
11100 Santa Monica Boulevard
|
|
|
|
|
|
|
|
|
|
Los Angeles, CA 90025
|
|
|
|
|
|
|
|
|
|
Barclays Global Investors, NA
|
|
|
11,109,824 |
(4) |
|
|
7.35 |
% |
|
Walker House Mary Street PO Box 908 GT
|
|
|
|
|
|
|
|
|
|
George Town, Grand Cayman (Cayman Islands)
|
|
|
|
|
|
|
|
|
|
UBS AG
|
|
|
9,550,994 |
(5) |
|
|
6.32 |
% |
|
Bahnhofstrasse 45
|
|
|
|
|
|
|
|
|
|
P.O. Box CH-8021
|
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Based on 151,158,148 shares of Common Stock outstanding as
of August 14, 2006 (exclusive of 2,597,796 shares of
Common Stock held in treasury). |
|
|
(2) |
Based on the information provided pursuant to a joint statement
on a Schedule 13G filed with the SEC on January 10,
2006 by FMR Corp. (FMR) on behalf of itself and
affiliated persons and entities. The affiliated persons and
entities include: Fidelity Management & Research
company (FMRC), a wholly owned subsidiary of FMR;
Mr. Edward C. Johnson, the Chairman of FMR; Fidelity
Management Trust Company (FMTC), a wholly-owned
subsidiary of FMR; Fidelity International Limited
(FIL), which operates as an entity separate and
independent of FMR; and Strategic Advisers, Inc., a wholly owned
subsidiary of FMR. Such filing reports that: FMRC, as a result
of acting as investment advisor to various investment companies
(the Funds), beneficially owns
15,435,190 shares; FMTC, as a result of serving as
investment manager of institutional accounts, beneficially owns
332,955 shares; FIL beneficially owns 314,460 shares;
and Strategic Advisers, Inc. beneficially owns
3,284 shares. Both Mr. Edward C. Johnson, the Chairman
of FMR, and FMR, through its control of FMRC and the Funds, have
the sole power to direct the disposition of the Funds
15,435,190 shares. In addition, both Mr. Johnson and
FMR, through its control of FMTC, each has sole power to dispose
of or direct the disposition of and the sole power to vote or to
direct the voting of its 332,955 shares owned by the
institutional account(s) as reported therein. Neither FMR nor
Mr. Johnson has the sole power to vote or to direct the
voting of any of FMRCs or the Funds shares; FMRC
carries out the voting of shares through underwritten guidelines
established by the Fidelity Funds Boards of Trustees. A
partnership controlled predominantly by members of the family of
Mr. Johnson or trusts for their benefit owns shares of FIL
voting stock with the right to cast approximately 38% or the
total votes which may be cast by all holders of FIL voting stock. |
|
(3) |
Based on the information provided pursuant to a joint statement
on an amended Schedule 13G filed with the SEC on
April 10, 2006 by Capital Group International, Inc.
(CGII) and Capital Guardian Trust Company
(CGTC). |
7
|
|
|
CGII is the parent holding
company of a group of investment management companies (including
CGTC) that hold investment power and, in some cases, voting
power over these shares. CGII reported that it does not have
direct investment power or voting power over these shares but it
may be deemed to beneficially own these shares by
virtue of
Rule 13d-3 under
the Securities Exchange Act of 1934, as amended. CGII reported
that it has the sole power to vote or to direct the voting of
10,067,630 shares and the sole power to dispose of or to
direct the disposition of all of the shares. The amended
Schedule 13G reported that CGTC, a bank as defined in
Section 3(a)(6) of the Act, is deemed to be the beneficial
owner of 8,715,320 shares as a result of its serving as the
investment manager of various institutional accounts and has the
sole power to vote or to direct the voting of
6,090,930 shares and the sole power to dispose of or to
direct the disposition of 8,715,320 shares. |
|
(4) |
Based on information provided
pursuant to a joint statement on a Schedule 13G filed with the
SEC on February 24, 2006 by Barclays Global Investors, NA
(BGI), Barclays Global Fund Advisors
(BGFA), Barclays Global Investors, LTD (BGI
LTD) and Barclays Global Investors Japan Trust and Banking
Company Limited (BGI Japan). BGI reported that it
has sole voting power with respect to 7,973,104 shares and
sole dispositive power with respect to 9,339,106 shares.
BGFA reported that it has sole voting power with respect to
843,135 shares and sole dispositive power with respect to
848,825 shares. BGI LTD reported that it has sole voting
power with respect to 868,114 shares and sole dispositive
power with respect to 921,893 shares. The Schedule 13G
reported that each of BGI, BGI LTD and BGI Japan is a bank as
defined in Section 3(a)(6) of the Act, and BGFA is an
investment advisor to various investment companies. The shares
reported for BGI, BGFA, BGI LTD and BGI Japan are held by them
for the economic benefit of the beneficiaries of those accounts.
|
|
(5) |
Based on the information provided
pursuant to a joint statement on an amended Schedule 13G
filed with the SEC on February 14, 2006, by UBS AG for the
benefit of and on behalf of the Traditional Investments division
of the UBS Global Asset Management business group of UBS AG. UBS
AG, a bank as defined in section 3(a)(6) of the Act,
organized under the laws of Switzerland, is the parent of UBS
Americas Inc., a Delaware corporation. UBS AG reported that it
has the sole power to vote or direct the voting of
5,089,206 shares and the shared power to dispose of or
direct the disposition of 9,550,994 shares.
|
OTHER BUSINESS
|
|
|
Stockholder Proposals for Inclusion in Proxy
Statement |
Pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, stockholders may present proper proposals for inclusion in
the Companys proxy statement and for consideration at the
Companys next annual meeting of stockholders. To be
eligible for inclusion in the Companys 2007 proxy
statement, a stockholders proposal must be received by the
Company no later than November 27, 2006 and must otherwise
comply with Rule 14a-8 under the Securities Exchange Act of
1934.
|
|
|
Stockholder Proposals for Annual Meeting |
The Companys Restated Certificate of Incorporation
contains an advance notice provision with respect to matters to
be brought at an annual meeting of stockholders and not included
in the Companys proxy statement. Pursuant to the
Companys Restated Certificate of Incorporation, only such
business shall be conducted at an annual meeting of stockholders
as is properly brought before the meeting. For business to be
properly brought before an annual meeting by a stockholder, in
addition to any other applicable requirements, timely notice of
the matter must be first given to the Secretary of the Company.
To be timely, written notice must be received by the Secretary
not less than 30 days nor more than 60 days prior to
the meeting. If less than 40 days notice or prior
public disclosure of the meeting has been given to stockholders,
then notice of the proposed business matter must be received by
the Secretary not later than 10 days after the mailing of
notice of the meeting or such public disclosure. Any notice to
the Secretary must include as to each matter the stockholder
proposes to bring before the meeting: (a) a brief
description of the proposal desired to be brought before the
meeting and the reason for conducting such business at the
annual meeting; (b) the name and record address of the
stockholder proposing such business or other stockholders
supporting such proposal; (c) the class and number of
shares of Common Stock that are beneficially owned by the
stockholder on the date of such stockholder notice and by other
stockholders supporting such proposal on the date of such
stockholder notice; and (d) any material interest of the
stockholder in such business. While the Board will consider
stockholder proposals, the Company reserves the right to omit
from the Companys 2007 proxy
8
statement stockholder proposals that it is not required to
include under the Securities Exchange Act of 1934, including
Rule 14a-8 thereunder.
|
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|
Stockholder Nominations of Directors |
The Companys Restated Certificate of Incorporation
provides that any stockholder entitled to vote for the election
of directors at a meeting may nominate persons for election as
directors only if timely written notice of such
stockholders intent to make such nomination is given,
either by personal delivery or United States mail, postage
prepaid, to Allergan, Inc., Attn: Secretary, 2525 Dupont Drive,
P.O. Box 19534, Irvine, CA 92623. To be timely, a
stockholders notice must be delivered to, or mailed and
received at, the address provided above not less than
30 days nor more than 60 days prior to the scheduled
annual meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however,
that if less than 40 days notice or prior public
disclosure of the date of the scheduled annual meeting is given
or made, notice by the stockholder, to be timely, must be so
delivered or received not later than the close of business on
the tenth day following the earlier of the day on which such
notice of the date of the scheduled annual meeting was mailed or
the day on which such public disclosure was made. A
stockholders notice to the Secretary must set forth:
(a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, (i) the
name, age, business address and residence address of the person,
(ii) the principal occupation or employment of the person,
(iii) the class and number of shares of capital stock of
the Company beneficially owned by the person, (iv) the
consent of the proposed nominee; and (v) any other
information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors
pursuant to Rule 14a under the Securities Exchange Act of
1934; and (b) as to the stockholder giving the notice,
(i) the name and address, as they appear on the
Companys books, of the stockholder and (ii) the class
and number of shares of the capital stock of the Company that
are beneficially owned by the stockholder on the date of such
stockholder notice. The Company may require any proposed nominee
to furnish such other information as may be reasonably required
by the Company to determine the eligibility of such proposed
nominee to serve as a director of the Company.
In the alternative, stockholders can at any time recommend for
consideration by the Corporate Governance Committee qualified
candidates for the Board meeting the qualifications described in
this proxy statement under the heading Corporate
Governance Committee by submitting to the Company any
recommendations for director candidates, along with appropriate
biographical information, a brief description of such
candidates qualifications and such candidates
written consent to nomination, to the Corporate Governance
Committee, c/o Allergan, Inc., Attn: Secretary, 2525 Dupont
Drive, P.O. Box 19534, Irvine, CA 92623. Submissions satisfying
the required qualifications will be forwarded to the Chairman of
the Corporate Governance Committee or such other member of the
Corporate Governance Committee delegated to review and consider
candidates for director nominees.
9
As of the date of this Proxy Statement, management knows of no
other matters to be brought before the stockholders at the
Special Meeting. Should any other matters properly come before
the Special Meeting, action may be taken thereon pursuant to the
proxies in the form enclosed, which confer discretionary
authority on the persons named therein or their substitutes with
respect to such matters.
|
|
|
By Order of the Board of Directors |
|
|
|
|
|
Douglas S. Ingram |
|
Executive Vice President, |
|
General Counsel and Secretary |
Irvine, California
August 15, 2006
10
EXHIBIT A
FORM OF CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE
OF
INCORPORATION OF ALLERGAN, INC.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ALLERGAN, INC.,
A DELAWARE CORPORATION
Allergan, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of
Delaware (the Corporation), DOES HEREBY CERTIFY:
1. The Board of Directors of the Corporation has duly
adopted a resolution setting forth an amendment to the
Corporations Restated Certificate of Incorporation in
accordance with the provisions of Section 141 of the
Delaware General Corporation Law. The resolution setting forth
the amendment is as follows:
|
|
|
RESOLVED that the Restated Certificate of Incorporation of the
Corporation is hereby amended by amending and restating the
first paragraph of ARTICLE 4 thereof to read in its
entirety as follows: |
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|
The aggregate number of shares which the Corporation shall
have the authority to issue is 505,000,000, to be divided into
(a) 500,000,000 shares of Common Stock, par value
$.01 per share, and (b) 5,000,000 shares of
Preferred Stock, par value $.01 per share. |
2. This Certificate of Amendment of Restated Certificate of
Incorporation was duly adopted and approved by the stockholders
of the Corporation in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF the undersigned has caused this Certificate
of Amendment of Restated Certificate of Incorporation to be duly
executed as of
the day
of ,
2006 and hereby affirms and acknowledges under penalty of
perjury that the filing of this Certificate of Amendment of
Restated Certificate of Incorporation of Allergan, Inc. is the
act and deed of Allergan, Inc.
|
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|
Allergan, Inc., |
|
a Delaware corporation |
|
|
|
|
|
Douglas S. Ingram |
|
Executive Vice President, |
|
General Counsel and Secretary |
ATTEST:
Matthew J. Maletta
Vice President,
Assistant General Counsel and Assistant Secretary
ALLERGAN, INC.
SPECIAL MEETING OF STOCKHOLDERS
Wednesday, September 20, 2006
10:00 A.M.
Hyatt Regency Irvine
17900 Jamboree Road
Irvine, CA, 92614
Allergan, Inc.
2525 Dupont Drive
Irvine, CA 92612
Proxy
This proxy is solicited by the Board of Directors for use at the Special Meeting on Wednesday,
September 20, 2006.
The shares of stock you hold in your account or in a dividend reinvestment account will be voted as
you specify on the reverse side.
If no choice is specified, the proxy will be voted FOR Proposal 1.
By signing the proxy, you revoke all prior proxies and appoint Douglas S. Ingram and Matthew J.
Maletta, and each of them with full power of substitution, to vote your shares on the matters shown
on the reverse side and any other matters which may come before the Special Meeting and all
adjournments.
See reverse for voting instructions.
COMPANY #
There are three ways to vote your Proxy
Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
VOTE BY PHONE TOLL FREE 1-800-560-1965 QUICK ÖÖÖ EASY
ÖÖÖ IMMEDIATE
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|
Use any touch-tone telephone to vote your proxy 24 hours a
day, 7 days a week, until 11:59 a.m. (CT) on September 19,
2006. |
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|
Please have your proxy card and the last four digits of your
Social Security Number or Tax Identification Number
available. Follow the simple instructions the voice provides
you. |
VOTE BY INTERNET http://www.eproxy.com/agn/ QUICK ÖÖÖ EASY
ÖÖÖ IMMEDIATE
|
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|
Use the Internet to vote your proxy 24 hours a day, 7 days a
week, until 11:59 a.m. (CT) on September 19, 2006. |
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Please have your proxy card and the last four digits of your
Social Security Number or Tax Identification Number
available. Follow the simple instructions to obtain your
records and create an electronic ballot. |
VOTE BY MAIL
|
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|
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Allergan, Inc., c/o Shareowner
ServicesSM, P.O. Box 64873, St. Paul, MN
55164-0873. |
If you vote by Phone or Internet, please do not mail your Proxy Card
The Board of Directors Recommends a Vote FOR Proposal 1.
1. To approve an amendment to Allergans Restated Certificate of Incorporation, as amended, to increase
the total number of shares of common stock Allergan is authorized to issue from 300,000,000 to
500,000,000:
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FOR
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AGAINST
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ABSTAIN |
o
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o
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o |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE
VOTED FOR THE PROPOSAL.
Address Change? Mark Box o Indicate changes below: o Will attend the meeting.
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Date |
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Signature(s) in Box |
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Please sign exactly as your name(s) appears on Proxy.
If held in joint tenancy, all persons should sign.
Trustees, administrators, etc., should include title
and authority. Corporations should provide full name
of corporation and title of authorized officer
signing the proxy. |