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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 3, 1998
___________________
SALIX PHARMACEUTICALS, LTD.
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
BRITISH VIRGIN ISLANDS 000-23265 94-3267443
________________________________________________________________________________
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
3600 WEST BAYSHORE ROAD, PALO ALTO, CALIFORNIA 94303
________________________________________________________________________________
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (650) 856-1500
SALIX HOLDINGS, LTD.
________________________________________________________________________________
(Former name, if changed since last report)
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Item 5. Other Events.
On March 3, 1998, the Registrant amended its Memorandum and Articles of
Association of Incorporation by filing a Notice of Amendment of Memorandum and
Articles of Association (a copy of which is filed as an exhibit to this report
and is hereby incorporated by reference) with the Registry of Companies, British
Virgin Islands in order to change its name from Salix Holdings, Ltd. to Salix
Pharmaceuticals, Ltd. On March 24, 1998, the Registrant issued a news release
(a copy of which is filed as an exhibit to this report and is hereby
incorporated by reference) publicly announcing the change to the Registrant's
name.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
No financial statements or pro forma financial information are required to
be filed as a part of this report. The exhibits filed as part of this report are
listed in the Exhibit Index hereto.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SALIX PHARMACEUTICALS, LTD.
By: /s/ J. DAVID BOYLE
-----------------------
J. David Boyle
Chief Financial Officer
Dated: March 24, 1998
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SALIX PHARMACEUTICALS, LTD.
EXHIBIT INDEX
Number and Description of Exhibit*
__________________________________
3.3 Notice of Amendment of Memorandum and Articles of Association, dated
March 3, 1998.
99.1. News release dated March 24, 1998 issued by Registrant
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* Exhibits not listed are inapplicable.
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Exhibit 3.3
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP.291)
CERTIFICATE OF INCORPORATION (SECTION 11)
NO. 103705
The Registrar of Companies of the British Virgin Islands HEREBY CERTIFIES
pursuant to the International Business Companies Act, (Cap.291) that
SALIX PHARMACEUTICALS, LTD.
is incorporated in the British Virgin Islands as an International Business
Company, and that the former name of the said company was
SALIX HOLDINGS, LTD.
which name has been changed 3rd day of March, 1998 to
SALIX PHARMACEUTICALS, LTD.
[SEAL]
Given under my hand and seal at
Road Town in the Island of Tortola
/s/ [unreadable signature]
CRTI014A REGISTRAR OF COMPANIES
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INTERNATIONAL BUSINESS COMPANIES ORDINANCE, FILED
------------------------------------------ MAR 03 1998
CAP291 Registry of Companies
------ British Virgin Islands
SECTION 16(2)
NOTICE OF AMENDMENT OF
MEMORANDUM AND ARTICLES OF ASSOCIATION
TO: REGISTRAR OF COMPANIES
RE: SALIX HOLDINGS, LTD.
IBC NO 103705
________________________________________________________________________________
We, HWR SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, British
Virgin Islands, Registered Agent of the above Company, hereby certify that the
document annexed hereto is a true extract of the Minutes of a Meeting of the
Board of Directors passed on 10th December, 1997 changing the name of the
Company and amending the Memorandum and Articles of Association accordingly.
Dated this 3rd day of March, 1998
/s/ [unreadable signature]
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HWR SERVICES LIMITED
Registered Agent
________________________________________________________________________________
For official use only
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SALIX HOLDINGS, LTD. FILED
-------------------- MAR 03 1998
(the "Company") Registry of Companies
(An International Business Company) British Virgin Islands
TRUE EXTRACT OF THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE
COMPANY PASSED ON 10TH DECEMBER, 1997
AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
- ---------------------------------------------------
RESOLVED that subject to the approval of the Registrar of Companies of the
British Virgin Islands, the name of the Company be changed to SALIX
PHARMACEUTICALS, LTD. and that the Memorandum and Articles of Association of the
Company be amended accordingly.
Dated this 3rd day of March, 1998
/s/ [unreadable signature]
- --------------------------------------------
HWR SERVICES LIMITED
Registered Agent
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: Christine M. Aylward
Investor Relations & Corp. Comm
650-849-5916
SALIX HOLDINGS, LTD. ANNOUNCES NAME CHANGE TO SALIX PHARMACEUTICALS, LTD.
PALO ALTO, CA, MARCH 24, 1998 Salix Holdings, Ltd. (TSE: SLX and SLX.s) today
announced it has officially changed its name to Salix Pharmaceuticals, Ltd.
Salix common shares will begin trading on the Toronto Stock Exchange under the
name Salix Pharmaceuticals, Ltd. at the market open on Wednesday, March 25.
All future correspondence regarding the Company will be under Salix
Pharmaceuticals, Ltd.
Salix Pharmaceuticals, Ltd. develops and markets prescription pharmaceutical
products for the treatment of gastrointestinal diseases. The Company's strategy
is to in-license, complete development, and market proprietary therapeutic drugs
with an existing database of positive, late-stage clinical data in humans. The
Company received its first product approval from the United Kingdom Medicines
Control Agency in July 1997 for the use of Colazide(R) as a treatment for acute
ulcerative colitis. In June 1997, the Company submitted a New Drug Application
(NDA) to the FDA for the use of Colazide for the same indication. The FDA
accepted this NDA for filing in August 1997 and the FDA is currently reviewing
the application.
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