<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SALIX HOLDINGS, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
___________________
<TABLE>
<S> <C>
BRITISH VIRGIN ISLANDS 94-3267443
- --------------------------------------------- -----------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
3600 WEST BAYSHORE ROAD, SUITE 205
PALO ALTO, CALIFORNIA 94303
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
___________________
1994 STOCK PLAN
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
___________________
DAVID BOYLE
VICE PRESIDENT, FINANCE AND ADMINISTRATION AND
CHIEF FINANCIAL OFFICER
SALIX HOLDINGS, LTD.
3600 WEST BAYSHORE ROAD, SUITE 205
PALO ALTO, CALIFORNIA 94303
(650) 856-1550
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
___________________
Copies to:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
___________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=======================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE(1)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 1,016,862 shares $6.50 $6,609,603.00 $1,949.83
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(1) Calculated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on The Toronto Stock Exchange on
December 3, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
ITEM 3(a).
The Registrant's Final Prospectus dated October 16, 1997, filed with the
Commission on October 17, 1997 pursuant to Rule 424(b) of the Securities Act of
1933, as amended (the "Securities Act").
ITEM 3(b).
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934 (the "Exchange Act").
ITEM 3(c).
The description of the Registrant's Common Stock which is contained in items
1 and 2 of the Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Exchange Act as filed with the Commission on October 27,
1997, and any further amendment or report filed hereafter for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment 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 part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Jay Lefton, the Secretary of the Registrant, is a partner in the law firm of
Aird & Berlis, Toronto, Ontario, which is named in the Registrant's Final
Prospectus dated October 16, 1997, and incorporated herein by reference, as
having passed upon certain legal matters relating to the distribution of the
Registrant's Common Shares in Canada.
II-1
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Memorandum and Articles of Association provide that the
Registrant may indemnify against all expenses, including legal fees, and against
all judgments, fines and amounts paid in settlement and reasonably incurred in
connection with legal, administrative or investigative proceedings of any person
who is or was a party or is threatened to be made a party to any threatened,
pending or completed proceedings, whether civil, criminal or administrative or
investigative, by reason of the fact that the person is or was a director, an
officer or a liquidator of the Registrant; or is or was, at the request of the
Registrant, serving as a director, officer or liquidator of, or in any other
capacity is or was acting for, another company or a partnership, joint venture,
trust or other enterprise. The Registrant may only indemnify a person if the
person acted honestly and in good faith and with a view to the best interests of
the Registrant and, in the case of criminal proceedings, the person had no
reasonable cause to believe that his or her conduct was unlawful. The Registrant
has entered into Indemnification Agreements with its directors and executive
officers.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Registrant in which
indemnification is being sought, nor is the Registrant aware of any threatened
litigation that may result in a claim for indemnification by any director,
officer, employee or other agent of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document
------- --------
4.1* 1994 Stock Plan and forms of Stock Option Agreement and
Restricted Stock Purchase Agreement thereunder
4.2* 1996 Stock Option Plan and forms of Notice of Stock Option
Grant and Stock Option Agreement thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
- --------------
* Incorporated by reference to the Exhibits filed with the Registrant's
Registration Statement on Form S-1 (Registration No. 333-33781) as declared
effective by the Securities and Exchange Commission on October 16, 1997.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
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
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.
(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 post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Registrant
pursuant to the laws of the British Virgin Islands, the Memorandum and Articles
of Association of the Registrant, Indemnification Agreements entered into
between Registrant and its officers and directors, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission 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 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 hereunder, 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Salix Holdings, Ltd., 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 Palo Alto, State of
California, on this 8th day of December, 1997.
SALIX HOLDINGS, LTD.
By: /s/ David Boyle
---------------------------------------
David Boyle
Vice President, Finance and Administration
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Randy W. Hamilton
and David Boyle his or her attorneys-in-fact, each with the power of
substitution, for them in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
II-4
<PAGE>
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Randy W. Hamilton Chairman of the Board, December 8, 1997
- ------------------------- President and Chief Executive
(Randy W. Hamilton) Officer (Principal Executive
Officer)
/s/ David Boyle Vice President, Finance and December 8, 1997
- ------------------------- Administration and Chief
(David Boyle) Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Lorin K. Johnson Vice President, Research and December 8, 1997
- ------------------------- and Director
(Lorin K. Johnson)
/s/ David E. Lauck, Sr. Director December 8, 1997
- -------------------------
(David E. Lauck, Sr.)
/s/ Lily Baxendale Director December 8, 1997
- -------------------------
(Lily Baxendale)
/s/ John F. Chappell Director December 8, 1997
- -------------------------
(John F. Chappell)
/s/ Lawrance A. Brown Director December 8, 1997
- -------------------------
(Lawrance A. Brown)
/s/ Nicholas M. Ediger Director December 8, 1997
- -------------------------
(Nicholas M. Ediger)
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
4.1* 1994 Stock Plan and forms of Stock Option Agreement and Restricted
Stock Purchase Agreement thereunder ................................
4.2* 1996 Stock Option Plan and forms of Notice of Stock Option Grant and
Stock Option Agreement thereunder...................................
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.........................................................
23.1 Consent of Independent Auditors.....................................
23.2 Consent of Counsel (contained in Exhibit 5.1).......................
24.1 Power of Attorney (see page II-4)...................................
- -------------------
* Incorporated by reference to the Exhibits filed with the Registrant's
Registration Statement on Form S-1 (Registration No. 333-33781) as declared
effective by the Securities and Exchange Commission on October 16, 1997.
II-6
<PAGE>
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT WILSON
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811 RETIRED
December 9, 1997
Salix Holdings, Ltd.
3600 West Bayshore Road
Suite 205
Palo Alto, California 94303
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about December 9, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,016,862 shares of your
Common Stock under the 1994 Stock Plan and the 1996 Stock Option Plan. Such
shares of Common Stock are referred to herein as the "Shares," and such plans
and compensation agreements are referred to herein as the "Plans." As your
counsel in connection with this transaction, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant under the Plans,
the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
- --------------------------------------------------
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1994 Stock Option Plan and the 1996 Stock Option
Plan of Salix Holdings, Ltd. of our reports dated March 18, 1997, with respect
to the consolidated financial statements of Salix Holdings, Ltd. included in
its Registration Statement (Form S-1) filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
December 8, 1997
