Registration of Additional Securities — Form S-3 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-3MEF Form S-3 HTML 32K
2: EX-5.1 Opinion re: Legality HTML 11K
3: EX-23.1 Consent of Experts or Counsel HTML 7K
4: EX-23.2 Consent of Experts or Counsel HTML 7K
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration
statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: o
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box: o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. x File
No. 333-129683
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following
box. o
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount to Be
Offering Price
Aggregate
Amount of
Securities to Be Registered
Registered
per Share
Offering Price
Registration Fee
Common Shares, $.002 par value
1,500,000
$30.50
$45,750,000
$4,895.25
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to
Rule 462(b) and General Instruction IV to
Form S-3, both as promulgated under the Securities Act of
1933, as amended. The contents of the Registration Statement on
Form S-3 (File No. 333-129683) filed by Herbalife Ltd.
(the “Company”) with the Securities and Exchange
Commission (the “Commission”) on November 14,2005, as amended, which was declared effective by the Commission
on December 13, 2005, including the exhibits thereto and
each of the documents filed by the Company with the Commission
and incorporated or deemed to be incorporated therein, are
incorporated herein by reference.
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-3 and has caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, State of California, on
December 14, 2005.
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.