As filed with the Securities and Exchange Commission on May 7, 2020
Registration No. 333-     
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BAUSCH HEALTH COMPANIES INC.
(Exact Name of Registrant as Specified in Its Charter)
British Columbia, Canada
(State or Other Jurisdiction of
Incorporation or Organization)
98-0448205
(I.R.S. Employer
Identification No.)
 
 
2150 St. Elzéar Blvd. West
Laval, Quebec
Canada, H7L 4A8 (514) 744-6792
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
BAUSCH HEALTH COMPANIES INC.
AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)
Christina Ackermann
Executive Vice President and General Counsel
Bausch Health Companies Inc.
c/o Bausch Health US, LLC
400 Somerset Corporate Blvd.
Bridgewater, NJ 08807
(866) 246-8245
(Name, address and telephone number,
including area code, of agent for service)

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 x    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. ¨


CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share(2)
Proposed Maximum Aggregate Offering Price(2)
Amount of
Registration Fee(3)
Common Shares, no par value
13,500,000
$16.98
$229,230,000
$29,754.06

(1)
This Registration Statement on Form S-8 (this “Registration Statement”) covers Common Shares, no par value (“Common Shares”), of Bausch Health Companies Inc. (the “Company” or the “Registrant”) issuable pursuant to the Company’s Amended and Restated 2014 Omnibus Incentive Plan, as amended and restated effective as of April 28, 2020 (the “Plan”), and any additional Common Shares that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)
Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for a Common Share on the New York Stock Exchange on May 4, 2020.
(3) Rounded up to the nearest penny.



EXPLANATORY NOTE
This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering an additional 13,500,000 Common Shares that are issuable at any time or from time to time under the Plan.  Pursuant to General Instruction E, the contents of the Registration Statements on Form S-8 filed for the Plan with the Securities and Exchange Commission (the “Commission”) on May 21, 2014 (Registration No. 333-196120) and August 10, 2018 (Registration No. 333-226786), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as supplemented by the information set forth below.
PART 1
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The document containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Commission are incorporated herein by reference:
 
(a)   The Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 19, 2020 (Registration No. 001-14956).

(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 7, 2020.

(c) The Company’s Current Reports on Form 8-K filed on February 19, 2020 (only the second Current Report filed on such date) and April 29, 2020.
 
(d)  The description of the Company’s Common Shares contained in the Company’s Registration Statement on Form 8-A12B/A filed with the SEC on May 20, 2014 and any amendment or report filed for the purpose of updating such description.
 
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel
Not applicable.


Item 8. Exhibits.

Exhibit
Number
 
 
 
 
 
 
 
 
 
 
_____________________________
*Incorporated herein by reference



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 United States, in the township of Bridgewater, State of New Jersey, on May 7, 2020.
 
 
BAUSCH HEALTH COMPANIES INC.
 
 
 
By:
/s/ Joseph C. Papa
 
 
 
 
Joseph C. Papa
 
 
 
 
Chief Executive Officer
 
 
 
 
(Principal Executive Officer and Chairman of the Board of Directors)
 
 
 
 
 
 
 
BAUSCH HEALTH US, LLC,
as Authorized Representative in the United States
 
 
 
By:
/s/ Christina M. Ackermann
 
 
 
 
Christina M. Ackermann
 
 
 
 
Executive Vice President and General Counsel
on behalf of Bausch Health US, LLC
 
 
 
 
 



POWER OF ATTORNEY
The undersigned directors and officers of Bausch Health Companies Inc. hereby appoint each of Joseph C. Papa and Paul S. Herendeen as attorneys-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-8 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his her 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 dates indicated.
Signature
Title
Date
/s/ Joseph C. Papa
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
May 7, 2020
Joseph C. Papa
 
 
/s/ Paul S. Herendeen
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
May 7, 2020
Paul S. Herendeen
 
 
/s/ Sam A. Eldessouky
Senior Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
May 7, 2020
Sam A. Eldessouky
 
 
 
 
 
/s/ Richard U. De Schutter
Director
May 7, 2020
Richard U. De Schutter
 
 
 
 
 
/s/ D. Robert Hale
Director
May 7, 2020
D. Robert Hale
 
 
 
 
 
/s/ Dr. Argeris N. Karabelas
Director
May 7, 2020
Dr. Argeris N. Karabelas
 
 
 
 
 
/s/ Sarah B. Kavanagh
Director
May 7, 2020
Sarah B. Kavanagh
 
 
 
 
 
/s/ John A. Paulson
Director
May 7, 2020
John A. Paulson
 
 
 
 
 
/s/ Robert N. Power
Director
May 7, 2020
Robert N. Power
 
 
 
 
 
/s/ Russel C. Robertson
Director
May 7, 2020
Russel C. Robertson
 
 
 
 
 
/s/ Thomas W. Ross, Sr.
Director
May 7, 2020
Thomas W. Ross, Sr.
 
 
 
 
 
/s/ Andrew C. von Eschenbach, M.D.
Director
May 7, 2020
Andrew C. von Eschenbach, M.D.
 
 
 
 
 
/s/ Amy B. Wechsler, M.D.
Director
May 7, 2020
Amy B. Wechsler, M.D.
 
 

Exhibit
Exhibit 5.1
Osler, Hoskin & Harcourt llp
1055 West Hastings Street
Suite 1700, The Guiness Tower
Vancouver, British Columbia V6E 2E9
778.785.3000  MAIN
778.785.2745  FACSIMILE
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May 7, 2020


Bausch Health Companies Inc.
2150 St. Elzéar Blvd. West
Laval, Québec
H7L 4A8

Dear Sirs/Mesdames:

Re: Adoption of the Bausch Health Companies Inc. Amended and Restated 2014 Omnibus Incentive Plan
We acted as Canadian counsel to Bausch Health Companies Inc. (the “Company”), a corporation organized under the laws of the Province of British Columbia, Canada, in connection with the adoption of the Company’s Amended and Restated 2014 Omnibus Incentive Plan (the “Plan”). We understand that the Company intends to file a Registration Statement on Form S-8 with exhibits thereto (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, relating to the registration of an additional 13,500,000 common shares in the capital of the Company (the “Shares”) which may be issued from treasury by the Company pursuant to the Plan. The Shares will be issued by the Company upon (i) the due exercise of options (“Options”) or share appreciation rights (“SARs”) granted and to be granted pursuant to the Plan or (ii) the due vesting of share awards granted and to be granted pursuant to the Plan (the “Share Awards”), in each case in accordance with the terms and conditions of the Plan and the terms and conditions that the board of directors of the Company or the committee designated by the board of directors of the Company to administer the Plan (the “Committee”) may have determined with respect to such Options, SARs or Share Awards.
In connection with the opinions expressed herein, we have reviewed the Registration Statement, considered such questions of law and have examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary. In such examinations, we have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic or facsimile copies.
As to certain matters of fact, we have relied exclusively upon a certificate of an officer of the Company dated May 7, 2020. With respect to the number of Shares to be issued we have relied on the description being made in the Registration Statement. Our opinions herein pertain solely to matters governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.
On the basis of the foregoing, we are of the opinion that:
1.
all necessary corporate action has been taken by the Company to authorize the issuance of the Shares upon the due exercise of Options or SARs or the due vesting of Share Awards in accordance with the terms and conditions of the Plan and the terms and conditions that the Committee may have determined with respect to the exercise or vesting, as the case may be, of such Options, SARs or Share Awards, in each case provided that such Options, SARs or Share Awards are duly granted pursuant to and in accordance with the Plan; and

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Page 2

2.
the Shares, when issued upon the due exercise of Options or SARs or the due vesting of Share Awards duly granted pursuant to the Plan and in accordance with the terms and conditions of the Plan and of those Options, SARs or Share Awards, and, in the case of Options, upon receipt of the exercise price for those Options or any applicable payment for those SARs or Share Awards, will be outstanding as validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) promulgated thereunder.
The opinions expressed herein are provided solely for your benefit in connection with the filing of the Registration Statement with the SEC and may not be relied on for any other purpose or by any other person.
Yours very truly,

(signed) Osler, Hoskin & Harcourt LLP
Osler, Hoskin & Harcourt LLP

Exhibit
Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Bausch Health Companies Inc. of our report dated February 19, 2020 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Bausch Health Companies Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019.


/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
May 7, 2020