As filed with the Securities and Exchange Commission
on July 31, 2025
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, Québec
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. 2025 Employee Stock Purchase Plan
(Full Title of the Plan)
Jean-Jacques Charhon
Executive Vice President and Chief Financial Officer
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 ☒ |
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. ¨
EXPLANATORY NOTE
This
Registration Statement on Form S-8 (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 5,000,000 common shares, no par value (“Common
Shares”), of Bausch Health Companies Inc. (the “Company” or the “Registrant”) that are issuable at any time
or from time to time under Bausch Health Companies Inc. 2025 Employee Stock Purchase Plan (the “Plan”). The Plan was adopted
by the Board of Directors of the Company on March 27, 2025, subject to shareholder approval. At the Company’s annual meeting of
shareholders held on May 13, 2025, the Company’s shareholders approved the Plan.
PART
I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
The
information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions
of Rule 428 under the Securities Act of 1933, as amended (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 U.S. Securities Exchange Commission (the “Commission”) are incorporated herein by reference:
(a) The Company’s Annual
Report on Form 10-K for the year
ended December 31, 2024, filed with the Commission on February 20, 2025 (the “Annual Report”), including the sections
of the Company’s definitive proxy statement on Schedule 14A for the Company’s 2025 annual meeting of shareholders, as filed
with the Commission on April 2, 2025, as amended, incorporated by reference in the Annual Report;
(b) The Company’s Quarterly
Report on Form 10-Q for the quarters
ended March 31, 2025 and June 30, 2025, filed with the Commission on May 1, 2025 and July 30, 2025, respectively;
(c) The Company’s
Current Reports on Form 8-K filed with the Commission on March
19, 2025, March
25, 2025, April
9, 2025, April
15, 2025, May
14, 2025, May
15, 2025, May
21, 2025, June
10, 2025, June
18, 2025, June
27, 2025, July
10, 2025, July 24, 2025 and July 29, 2025; and
(e) The
description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), originally filed as Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the year ended December
31, 2019, filed on February 19, 2020.
In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 (other than those furnished pursuant to Item 2.02 or Item 7.01, or related exhibits under Item 9.01, of Form 8-K
or other information “furnished” to the Commission), 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. Nothing in this Registration Statement shall
be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01, or related exhibits
under Item 9.01, of Form 8-K.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits.
Exhibit
Number |
|
Description |
4.1 |
|
Certificate of Continuation, dated August 9, 2013, originally filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 13, 2013* |
4.2 |
|
Notice of Articles of the Company, as of July 16, 2018, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 16, 2018* |
4.3 |
|
Articles of the Company, as of July 13, 2018 and dated August 8, 2013, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 16, 2018* |
5.1 |
|
Opinion of Norton Rose Fulbright Canada LLP |
23.1 |
|
Consent of PricewaterhouseCoopers LLP (U.S.) |
23.2 |
|
Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.1) |
24.1 |
|
Power of Attorney (included on the signature pages of this Registration Statement) |
99.1 |
|
Bausch Health Companies Inc. 2025 Employee Stock Purchase Plan, originally filed as Exhibit B to the Company’s Management Proxy Circular and Proxy Statement on Schedule 14A filed on April 2, 2025 |
107 |
|
Filing Fee Table |
_____________________________
*Incorporated herein by reference
SIGNATURES
Pursuant to the requirements
of the Securities Act, 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 City of Bridgewater, State of New Jersey, on July 31, 2025.
BAUSCH HEALTH
COMPANIES INC.
By: |
/s/ Thomas J. Appio |
|
Thomas J. Appio |
|
Chief Executive Officer |
|
(Principal Executive Officer) |
BAUSCH HEALTH
US, LLC,
as Authorized Representative in the United States
By: |
/s/ Jean-Jacques Charhon |
|
Name: |
Jean-Jacques Charhon |
|
Title: |
Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
The undersigned directors
and officers of Bausch Health Companies Inc. hereby appoint each of Thomas J. Appio and Jean-Jacques Charhon 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 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/ Thomas J. Appio
Thomas J. Appio |
Chief Executive Officer and Director
(Principal Executive Officer) |
July 31, 2025 |
|
|
|
/s/ Jean-Jacques Charhon
Jean-Jacques Charhon |
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
July 31, 2025 |
|
|
|
/s/ Steven Lee
Steven Lee |
Senior Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer) |
July 31, 2025 |
|
|
|
/s/ John A. Paulson
John A. Paulson |
Chairperson of the Board, Director |
July 31, 2025 |
|
|
|
/s/ Christian A. Garcia
Christian A. Garcia |
Director |
July 31, 2025 |
|
|
|
/s/ Michael Goettler
Michael Goettler |
Director |
July 31, 2025 |
|
|
|
/s/ Brett M. Icahn
Brett M. Icahn |
Director |
July 31, 2025 |
|
|
|
/s/ Sarah B. Kavanagh
Sarah B. Kavanagh |
Director |
July 31, 2025 |
|
|
|
/s/ Frank D. Lee
Frank D. Lee |
Director |
July 31, 2025 |
|
|
|
/s/ Sandra Leung
Sandra Leung |
Director |
July 31, 2025 |
|
|
|
/s/ Steven D. Miller
Steven D. Miller |
Director |
July 31, 2025 |
|
|
|
/s/ Richard C. Mulligan
Richard C. Mulligan |
Director |
July 31, 2025 |
|
|
|
/s/ Robert N. Power
Robert N. Power |
Director |
July 31, 2025 |
|
|
|
/s/ Amy B. Wechsler
Amy B. Wechsler |
Director
|
July 31, 2025
|