As filed with the Securities and Exchange Commission on September 16, 2008
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Exact name of registrant as specified in its charter)
Israel Not Applicable
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
---------------
5 Basel Street
P.O.B. 3190
Petach Tikva, 49131 Israel
(Address, including zip code,
of registrant's principal executive offices)
---------------
Teva Pharmaceutical Industries 1994 Stock Option Plan
(formerly the IVAX Corporation 1994 Stock Option Plan)
SICOR Inc. Amended and Restated 1997 Long-Term Incentive Plan
Teva Pharmaceutical Industries 1997 Employee Stock Option Plan
(formerly the IVAX Corp. 1997 Employee Stock Option Plan)
Teva Pharmaceuticals USA, Inc. Employee Stock Option Plan
Teva Pharmaceuticals USA, Inc. 2000 Non-Qualified Stock Option Plan
Stock Option Plan for Novopharm Employees
Teva Pharmaceutical Industries Ltd., 2001 Centenary Global Stock Option Plan
Teva Pharmaceutical Industries Ltd., 2002 Stock Option Plan
for Employees in Israel
Teva Pharmaceutical Industries Ltd., 2003 Stock Option Plan
for Employees in Israel
Teva Pharmaceutical Industries Ltd., 2004 Stock Option Plan
for Employees in Israel
Teva Pharmaceutical Industries 2004 Incentive Compensation Plan
(formerly the IVAX Corp. 2004 Incentive Compensation Plan)
Teva Pharmaceutical Industries Limited 2005 Omnibus Long-Term
Share Incentive Plan
Teva Pharmaceutical Industries Limited 2008 Employee Stock Purchase Plan
for U.S. Employees
---------------
(Full title of the plans)
---------------
Teva Pharmaceuticals USA, Inc.
1090 Horsham Road
North Wales, Pennsylvania 19454
Attention: William S. Marth
(215) 591-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
copy to:
Peter H. Jakes, Esq.
Jeffrey S. Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
========================================== ================== ===================== ====================== ========================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered (1) Registered (2) Offering Aggregate Registration Fee (4)
Price per Share(3) Offering Price
------------------------------------------ ------------------ --------------------- ---------------------- ------------------------
Ordinary Shares, NIS 0.1 par value, 3,500,000 $45.51 $159,285,000 $6,260
deposited as American Depositary Shares
========================================== ================== ===================== ====================== ========================
(1) American Depositary Shares ("ADSs") issuable on deposit of ordinary shares
have been registered under a separate registration statement.
(2) The aggregate number of ordinary shares being registered represents
3,500,000 ordinary shares being registered under the Teva Pharmaceutical
Industries Limited 2008 Employee Stock Purchase Plan for U.S. Employees.
The ordinary shares are represented by a like number of American Depositary
Shares. This Registration Statement covers an indeterminate number of
additional ordinary shares as may be offered or issued from time to time as
a result of the antidilution protections of this incentive plan. The number
of ordinary shares to be registered under this plan referenced in this
footnote (2) and the number of shares previously registered under the Forms
S-8 referenced in footnote (4) have been revised to reflect the stock
splits effected in February 2000, December 2002 and June 2004.
(3) Based upon the average of the high and low price of an American Depositary
Share on September 15, 2008, on the Nasdaq National Market, pursuant to
Rule 457(h) under the Securities Act of 1933, as amended, for the purpose
of calculation of the registration fee. One American Depositary Share
equals one ordinary share.
(4) Pursuant to Rule 429(a) of the rules and regulations under the Securities
Act of 1933, as amended, the prospectuses prepared under Part I of Form S-8
also relate to the ordinary shares included in the Registration Statement
on Form S-8, File No. 333-13108, the Registration Statement on Form S-8,
File No. 333-09784, the Registration Statement on Form S-8, File No.
333-96725, the Registration Statement on Form S-8, File No. 333-112115, the
Registration Statement on Form S-8, File No. 333-112930, the Registration
Statement on Form S-8, File No. 33-118978, the Registration Statement on
Form S-8, File No. 333-126264, the Registration Statement on Form S-8, File
No. 333-131274. Such ordinary shares are represented by American Depositary
Shares. The filing fees previously paid in connection with the registration
of such ordinary shares were $23,122.66, $3,495.14, $2,167.79, $6,719.25,
$10,278.26, $18,613.36, $10,242.72 and $266,368.77 respectively, based on
the then-applicable filing fees.
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EXPLANATORY NOTES
This Registration Statement on Form S-8 incorporates by reference the
Registrant's previous Registration Statements on Form S-8 (Nos. 333-13108,
333-09784, 333-96725, 333-112115, 333-112930, 333-118978, 333-126264 and
333-131274). Any items included with these previous Registration Statements not
expressly changed hereby shall be as set forth in such previous Registration
Statements.
This Registration Statement registers ordinary shares in connection with
the offering of ordinary share-based awards to employees of Teva Pharmaceutical
Industries Limited and its subsidiaries and affiliates under the Teva
Pharmaceutical Industries Limited 2008 Employee Stock Purchase Plan for U.S.
Employees.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC are incorporated herein by
reference:
(a) Our Annual Report on Form 20-F for the year ended December 31, 2007,
filed with the SEC on February 29, 2008;
(b) Our Current Reports on Form 6-K, filed with the SEC on January 10,
2008, January 17, 2008, January 22, 2008, January 30, 2008, February
21, 2008, April 3, 2008, May 12, 2008, May 20, 2008, May 23, 2008,
June 26, 2008, June 30, 2008, July 18, 2008, July 22, 2008, July 23,
2008, July 29, 2008, August 13, 2008, August 19, 2008, August 26,
2008, September 3, 2008, September 15, 2008 and September 16, 2008
(two filings); and
(c) The description of Teva's ordinary shares, par value NIS 0.10 per
share and the American Depositary Shares representing the ordinary
shares, contained in the registration statement on Form F-4, filed on
September 16, 2008, as amended (Registration Statement No.
333-153497).
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference 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 is incorporated or
deemed to be incorporated by reference 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.
You may obtain copies of these documents free of charge by contacting us at
our address or telephone number set forth below:
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131 Israel
972-3-926-7267
Attn: Corporate Secretary
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Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Part Six, Chapter Three of Israel's Companies Law 5759-1999 includes the
following sections relating to indemnification and insurance of its "office
holders" (as defined in section 1 of the Israeli Companies Law, and to whom we
refer hereinafter as officers):
"Article Three: Exemption, Indemnification and Insurance
Company's power to grant exemption, indemnification and insurance
258. (a) A company does not have the right to grant any of its officers
exemption from his responsibility for a breach of trust toward
it.
(b) A company has the right to grant an officer exemption from his
responsibility for a breach of the obligation of caution toward
it only in accordance with the provisions of this Chapter.
(c) A company has the right to insure the responsibility of its
officer or to indemnify him only in accordance with the
provisions of this Chapter.
Authorization to grant exemption
259. (a) A company may in advance exempt its officer from all or some of
his responsibility for damage due to his violation of the
obligation of caution toward it, if there is a provision to that
end in the Articles of Association.
(b) Despite the provisions in subsection (a), a company is not
entitled to exempt its officer in advance from his responsibility
toward it, pursuant to a breach by such officer of his obligation
of caution in respect of a dividend distribution.
Permission on the matter of indemnification
260. (a) If the company's articles of association include one of the
provisions specified in subsection (b), then it may indemnify its
officer in respect of a liability or expense specified in
paragraphs (1), (1a) and (2), with which he was charged or which
he expended in consequence of an act which he performed by virtue
of being its officer:
(1) a monetary liability imposed on him by a judgment in favor
of another person, including a judgment imposed on him in a
compromise or in an arbitrator's decision that was approved
by a court;
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(1a) reasonable litigation expenses, including attorney's fees,
expended by the officer pursuant to an inquiry or a
proceeding conducted in respect of such officer by an
authority authorized to conduct same, which was concluded
without the submission of an indictment against him and
without any financial penalty being imposed on him instead
of a criminal proceeding or which was concluded without the
submission of an indictment against him but with a financial
penalty being imposed on him instead of a criminal
proceeding, in respect of a criminal act the proof of which
does not require criminal intent.
In this subsection (1a):
(i) a proceeding concluded without the submission of an
indictment shall mean that the relevant proceeding ended by
virtue of the case against him or her being closed in
accordance with the provisions of Section 62 of the Israeli
Criminal Procedure Law, 1982, or by virtue of a stay of the
proceedings by the Attorney General in accordance with the
provisions of Section 231 of the Israeli Criminal Procedure
Law, 1982; and
(ii) a financial penalty imposed instead of a criminal
proceeding shall mean a monetary penalty imposed in
accordance with the law instead of a criminal proceeding,
including an administrative fine in accordance with the
Israeli Administrative Crimes Law, 1985, a penalty for a
crime that is considered a crime in respect of which a fine
may be imposed, in accordance with the provisions of the
Israeli Criminal Procedure Law, 1982, a monetary sanction or
a fine.
(2) reasonable legal expenses, including attorney's fees, which
the officer incurred or with which he was charged by the
Court, in a proceeding brought against him by the company,
in its name or by another person, or in a criminal
prosecution in which he was found innocent, or in a criminal
prosecution in which he was convicted of an offense that
does not require proof of criminal intent.
(b) The provision on indemnification in the Articles of Association
can be any one of the following:
(1) a provision that permits the company to give an undertaking
in advance that it will indemnify its officer, in each of
the following, which we refer to as an undertaking to
indemnify:
(a) as detailed in subsection (a)(1) on condition that the
undertaking shall be limited to categories of events which
in the Board of Directors' opinion can be foreseen in light
of the activities of the company when the undertaking to
indemnify is given, and to an amount or criteria set by the
Board of Directors as reasonable under the circumstances,
and that in the undertaking to
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indemnify the events which in the Board of Directors'
opinion can be foreseen in light of the activities of the
company when the undertaking to indemnify is given or
mentioned, and the amount or criteria set by the Board of
Directors as reasonable under the circumstances are
mentioned; and
(b) as detailed in subsection a(1a) or a(2).
(2) a provision that permits the company to indemnify its
officer retroactively (which we refer to hereinafter as
permission to indemnify).
Insurance of liability
261. If the company's Articles of Association include a provision to that
end, then it may enter into a contract for the insurance of an
officer's responsibility for any liability that will be imposed on him
in consequence of an act which he performed by virtue of being its
officer, in each of the following circumstances:
(1) violation of the obligation of caution towards the company or
towards another person;
(2) breach of trust against the company, on condition that the
officer acted in good faith and that he had reasonable grounds to
assume that the act would not cause the company any harm;
(3) a monetary obligation that will be imposed on him to the benefit
of another person.
Change of articles of association
262. (a) In a private company in which the shares are divided into
classes, a decision to include a provision on exemption or
indemnification in the articles of association requires--in
addition to approval by the General Meeting--also approval by
Class Meetings.
(b) In a public company, in which the officer is a controlling member
as defined in section 268, the decision of the General Meeting to
include a provision on exemption, indemnification or insurance in
the Articles of Association requires--in addition to the majority
required for a change of the Articles of Association--also
approval by the shareholders who do not have a personal interest
in the approval of the decision, as required in respect of an
exceptional transaction under the provisions of section
275(a)(3).
Invalid provisions
263. A provision in the Articles of Association, which permits the company
to enter into a contract for the insurance of its officer; a provision
in the Articles of Association or a Board of Directors decision to
permit indemnification of an
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officer; or a provision in the articles of association that exempts an
officer from responsibility toward the company for any of the
following shall not be valid:
(1) a breach of trust, except in respect of indemnification and
insurance for a breach of trust as said in section 261(2);
(2) a violation of the obligation of caution, which was committed
intentionally or recklessly, except in the event that same was
committed negligently;
(3) an act committed with the intention to realize a personal
unlawful profit;
(4) a fine or monetary penalty imposed on him.
No conditions
264. (a) Any provision in the Articles of Association, in a contract or
given in any other manner, which directly or indirectly makes the
provisions of this Article conditional shall be of no effect.
(b) An undertaking to indemnify or to insure an officer's
responsibility in consequence of a breach of trust toward the
company shall not be valid, except for a breach of trust as
stated in subsection 261(2), and an officer shall not, directly
or indirectly, accept such an undertaking; acceptance of a said
undertaking constitutes a breach of trust."
Teva's officers and directors are covered by a liability insurance policy
which insures them against expenses and liabilities of the type normally insured
against under such policies.
The Articles of Association of Teva, as amended, include provisions under
which directors and officers of Teva are or may be insured or indemnified
against liability which they may incur in their capacities as such, subject to
the Israeli Companies Law.
Articles 102 through 105 of Teva's amended Articles of Association provide
as follows:
"102. Subject to the provisions of the Law, the Company shall be entitled
to engage in a contract for insurance of the liability of any officer
of the Company, in whole or in part, as a result of any of the
following:
(a) Breach of a duty of care vis-a-vis the Company or vis-a-vis
another person;
(b) Breach of a fiduciary duty vis-a-vis the Company, provided that
the officer acted in good faith and had reasonable grounds to
believe that the action in question would not adversely affect
the Company;
(c) Financial liability which shall be imposed upon said officer in
favor of another person as a result of any action which was
performed by said officer in his or her capacity as an officer of
the Company.
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103. Subject to the provisions of the Law, the Company shall be entitled to
agree in advance to indemnify any officer of the Company as a result
of a liability or an expense imposed on him or her or expended by him
or her as a result of any action which was performed by said officer
in his or her capacity as an officer of the Company, in respect of any
of the following:
(a) Financial liability imposed upon said officer in favor of another
person by virtue of a decision by a court of law, including a
decision by way of settlement or a decision in arbitration which
has been confirmed by a court of law, provided that the agreement
to indemnify shall be limited to events that, in the opinion of
the Board of Directors of the Company, are foreseeable, in light
of the Company's activities at the time that the agreement of
indemnification was given, and shall further be limited to
amounts or criteria that the Board of Directors has determined to
be reasonable under the circumstances, and provided further that
in the agreement of indemnification the events that the Board of
Directors believes to be foreseeable in light of the Company's
activities at the time that the agreement of indemnification was
given are mentioned, as is the amount or criteria that the Board
of Directors determined to be reasonable under the relevant
circumstances.
(b) Reasonable litigation expenses, including attorney fees, expended
by the officer as a result of an inquiry or a proceeding
conducted in respect of such officer by an authority authorized
to conduct same, which was concluded without the submission of an
indictment against said officer and either (i) without any
financial penalty being imposed on said officer instead of a
criminal proceeding (as such term is defined in the Israeli
Companies Law, 1999), or (ii) with a financial penalty being
imposed on said officer instead of a criminal proceeding, in
respect of a criminal charge which does not require proof of
criminal intent.
(c) Reasonable litigation expenses, including attorney fees, which
said officer shall have expended or shall have been obligated to
expend by a court of law, in any proceedings which shall have
been filed against said officer by or on behalf of the Company or
by another person, or with regard to any criminal charge of which
said officer was acquitted, or with regard to any criminal charge
of which said officer was convicted which does not require proof
of criminal intent.
104. Subject to the provisions of the Law, the Company shall be entitled to
indemnify any officer of the Company retroactively, for any liability
or expenditure as set forth in Article 103 above, which was imposed
upon said officer as a result of any action which was performed by
said officer in his or her capacity as an officer of the Company.
105. Subject to the provisions of the Law, the Company shall be entitled,
in advance, to exempt any officer of the Company from liability, in
whole or in part, with regard to damage incurred as a result of the
breach of duty of care vis-a-vis the Company."
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
4.1 Amended and Restated Deposit Agreement, dated January 11, 2008, as
amended, among Teva Pharmaceutical Industries Limited, The Bank of New
York Mellon, as depository, and the holders from time to time of
shares (incorporated by reference to Teva Pharmaceutical Industries
Limited's Registration Statement on Form F-6 (Reg. No. 333-116672))
5.1 Opinion of Tulchinsky Stern Marciano Cohen & Co.
5.2 Opinion of Willkie Farr & Gallagher LLP
23.1 Consent of Kesselman & Kesselman
23.2 Consent of Tulchinsky Stern Marciano Cohen & Co. (included as part of
Exhibit 5.1 to this Registration Statement)
23.3 Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit
5.2 to this Registration Statement)
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES and POWER OF ATTORNEY
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 City of Petach Tikva, Country of Israel, on the 16th day of
September 2008.
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
By: /s/ Shlomo Yanai
----------------------------------------
Shlomo Yanai
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and/or officers of Teva Pharmaceutical Industries Limited, a corporation
organized under the laws of Israel, hereby constitutes and appoints Shlomo
Yanai, William S. Marth and Eyal Desheh, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign,
execute and deliver a registration statement filed on Form S-8 and any and all
amendments (including post-effective amendments) thereto, and to sign any
registration statement for the same offering covered by such registration
statement that is to be effective upon filing pursuant to Rule 462 promulgated
under the Securities Act of 1933, as amended, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto and all documents in
connection therewith, with the U.S. 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 and 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 his, her or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Name Title(s) Date
---- -------- ----
/s/ Eli Hurvitz Chairman September 16, 2008
------------------------
Eli Hurvitz
/s/ Shlomo Yanai President and September 16, 2008
------------------------ Chief Executive Officer
Shlomo Yanai
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/s/ Eyal Desheh Chief Financial Officer September 16, 2008
------------------------
Eyal Desheh
/s/ Phillip Frost Vice Chairman September 16, 2008
------------------------
Phillip Frost
/s/ Roger Abravanel Director September 16, 2008
------------------------
Roger Abravanel
/s/ Ruth Cheshin Director September 16, 2008
------------------------
Ruth Cheshin
/s/ Abraham E. Cohen Director September 16, 2008
------------------------
Abraham E. Cohen
/s/ Meir Heth Director September 16, 2008
------------------------
Meir Heth
/s/ Roger Kornberg Director September 16, 2008
------------------------
Roger Kornberg
Director September __, 2008
------------------------
Moshe Many
/s/ Leora Meridor Director September 16, 2008
------------------------
Leora Meridor
Director September __, 2008
------------------------
Dan Propper
/s/ Dov Shafir Director September 16, 2008
------------------------
Dov Shafir
/s/ David Shamir Director September 16, 2008
------------------------
David Shamir
/s/ Ory Slonim Director September 16, 2008
------------------------
Ory Slonim
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/s/ Harold Snyder Director September 16, 2008
------------------------
Harold Snyder
/s/ William S. Marth Authorized U.S. September 16, 2008
------------------------ Representative
William S. Marth
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EXHIBIT INDEX
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Exhibit No.
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4.1 Amended and Restated Deposit Agreement, dated January 11, 2008,
among Teva Pharmaceutical Industries Limited, The Bank of New
York, as depository, and the holders from time to time of shares
(incorporated by reference to Post-Effective Amendment No. 2 to
the Teva Pharmaceutical Industries Limited's Registration
Statement on Form F-6 (Reg. No. 333-116672))
5.1 Opinion of Tulchinsky Stern Marciano Cohen & Co.
5.2 Opinion of Willkie Farr & Gallagher LLP
23.1 Consent of Kesselman & Kesselman
23.2 Consent of Tulchinsky Stern Marciano Cohen & Co. (included as
part of Exhibit 5.1 to this Registration Statement)
23.3 Consent of Willkie Farr & Gallagher LLP (included as part of
Exhibit 5.2 to this Registration Statement)
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