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OMB APPROVAL
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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. __)*
SALIX HOLDINGS, LTD.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
794906 10 7
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 794906 10 7 13G
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Randy W. Hamilton
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
N/A (b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
UNITED STATES
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SOLE VOTING POWER
5
NUMBER OF 848,982
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
848,982
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 848,982
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
848,982
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
848,982
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
8.4%
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) Names and Social Security Numbers of Reporting Persons-Furnish the full
legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself-including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons are
also requested to furnish their Social Security or I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and such membership is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
reporting person described a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless a joint
filing pursuant to Rule 13d-1(e)(1) in which case it may not be necessary
to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.--Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place after
decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
Act of 1934.
(12) Type of Reporting Persons--Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
<TABLE>
<CAPTION>
Category Symbol
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<S> <C> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser 1A
Employee Benefit Plan, Pension Fund, or Endowment EP
Fund
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their coverage page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose of
determining and disclosing the
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holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall be
filed not later than February 14 following the calendar year covered by
the statement or within the time specified in Rule 13d-1(b)(2), if
applicable.
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that
covered by a statement on this schedule may be incorporated by reference
in response to any of the items of this Schedule. If such information is
incorporated by reference in this schedule, copies of the relevant pages
of such form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1
(a) Name of Issuer:
Salix Holdings, Ltd.
(b) Address of Issuer's Principal Executive Officers:
3600 W. Bayshore Road
Suite 205
Palo Alto, CA 94303
ITEM 2
(a) Name of Person Filing:
Randy W. Hamilton
(b) Address of Principal Office or, if none, Residence:
3600 W. Bayshore Road
Suite 205
Palo Alto, CA 94303
(c) Citizenship:
United States of America
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
794906 10 7
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
Not applicable
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ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
848,982
(b) Percent of Class:
8.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
848,982
(ii) shared power to vote or to direct the vote:
848,982
(iii) sole power to dispose or to direct the disposition of:
848,982
(iv) shared power to dispose or to direct the disposition of:
848,982
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OR A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
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ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 29, 1998
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Date
/s/ Randy W. Hamilton
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Signature
Randy W. Hamilton, President, Chief
Executive Officer
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Name/Title
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representation. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commissioner may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE A
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
