Allergan, Inc.
Table of Contents

 
 
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
July 30, 2007
Date of Report (Date of Earliest Event Reported)
ALLERGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
         
Delaware
(State of Incorporation)
  1-10269
(Commission File Number)
  95-1622442
(IRS Employer
Identification Number)
2525 Dupont Drive
Irvine, California 92612

(Address of Principal Executive Offices) (Zip Code)
(714) 246-4500
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
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))
 
 

 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 3.1
EXHIBIT 99.1


Table of Contents

Item 2.02. Results of Operations and Financial Condition.
     On August 1, 2007, Allergan, Inc. (“Allergan”) issued a press release announcing operating results for the second quarter ended June 29, 2007. In its press release, Allergan included non-GAAP financial measures, as defined in Regulation G promulgated by the SEC. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
     This information and the information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report is not incorporated by reference into any filings of Allergan made under the Securities Act of 1933, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing unless specifically stated so therein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On July 30, 2007, the Board of Directors (the “Board”) of Allergan approved and adopted the Fourth Amendment (the “Amendment”) to Allergan’s Bylaws (as amended, the “Bylaws”). Article III, Section 4 of the Bylaws was amended to provide that directors may submit resignation notices by electronic transmission. Article III, Section 11 of the Bylaws was amended to provide that the Board and its committees may act without a meeting by unanimous consent given by electronic transmission. The effective date of the Amendment is July 30, 2007.
     The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
     
3.1
  Fourth Amendment to Allergan, Inc. Bylaws
99.1
  Allergan, Inc. press release dated August 1, 2007

 


Table of Contents

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.
         
  ALLERGAN, INC.
 
 
Date: August 1, 2007  By:   /s/ Matthew J. Maletta   
  Name:   Matthew J. Maletta   
  Title:   Vice President,
Assistant General Counsel and Assistant Secretary 
 

 


Table of Contents

         
Exhibit Index
     
Exhibit   Description of Exhibit
  3.1
  Fourth Amendment to Allergan, Inc. Bylaws
99.1
  Allergan, Inc. press release dated August 1, 2007