<PAGE> 1
As filed with the Securities and Exchange Commission on August 14, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SALIX PHARMACEUTICALS, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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BRITISH VIRGIN ISLANDS 94-3267443
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
3600 WEST BAYSHORE ROAD, SUITE 205
PALO ALTO, CALIFORNIA 94303
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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DAVID BOYLE
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
SALIX PHARMACEUTICALS, 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)
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Copy to:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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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)
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<S> <C> <C> <C> <C>
Common Stock,
no par value......................... 600,000 shares $1.55 $930,000.00 $274.35
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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
August 12, 1998 and an exchange rate for United States dollars into
Canadian dollars was Cdn. $1.00 = U.S. $0.6601.
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The contents of the Registrant's Form S-8 Registration Statement No.
333-41801 as filed with the Commission on December 9, 1997 are incorporated
herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. Exhibits
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<CAPTION>
Exhibit
Number Documents
- ------- ------------------------------------------------------------
<S> <C>
4.1* Amended and Restated 1996 Stock Option Plan and form of
Notice of Stock Option Grant and Stock Option Agreement
thereunder
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
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* Incorporated by reference to the Exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, as filed
with the Securities and Exchange Commission on August 14, 1998.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Salix Pharmaceuticals, 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 14th day of August, 1998.
SALIX PHARMACEUTICALS, LTD.
By: /s/ DAVID BOYLE
--------------------------------
David Boyle
Executive Vice President and
Chief Financial Officer
II-2
<PAGE> 4
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 as his or her attorneys-in-fact, each with the power of
substitution, for him or her 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.
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 and Chief Executive August 14, 1998
- ----------------------------------------- Officer (Principal Executive Officer)
(Randy W. Hamilton) Executive Vice President and Chief
/s/ DAVID BOYLE Financial Officer (Principal Financial and August 14, 1998
- ----------------------------------------- Accounting Officer)
(David Boyle)
/s/ LORIN K. JOHNSON Vice President, Research and Director August 14, 1998
- -----------------------------------------
(Lorin K. Johnson)
/s/ DAVID E. LAUCK Director August 14, 1998
- -----------------------------------------
(David E. Lauck)
/s/ LILY BAXENDALE Director August 14, 1998
- -----------------------------------------
(Lily Baxendale)
/s/ NICHOLAS EDIGER Director August 14, 1998
- -----------------------------------------
(Nicholas Ediger)
/s/ LAWRANCE A. BROWN, JR. Director August 14, 1998
- -----------------------------------------
(Lawrance A. Brown, Jr.)
/s/ JOHN F. CHAPPELL Director August 14, 1998
- -----------------------------------------
(John F. Chappell)
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II-3
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<S> <C> <C>
4.1* Amended and Restated 1996 Stock Option Plan and form of
Notice of Stock Option Grant and Stock Option Agreement
thereunder...........................................................
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
Corporation..........................................................
23.1 Consent of Ernst & Young LLP, Independent Auditors...................
23.2 Consent of Counsel (included in Exhibit 5.1).........................
24.1 Power of Attorney (see page II-3)....................................
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</TABLE>
* Incorporated by reference to the Exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, as filed
with the Securities and Exchange Commission on August 13, 1998.
<PAGE> 1
Exhibit 5.1
August 14, 1998
Salix Pharmaceuticals, Ltd.
3600 West Bayshore Road, Suite 205
Palo Alto, California 94303
RE: REGISTRATION STATEMENT ON FORM S-8
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 August 14, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 600,000 of your Common
Shares under the 1996 Stock Option Plan. Such shares of Common Stock are
referred to herein as the "Shares", and such plan is referred to herein as the
"Plan". 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
Plan.
It is our opinion that, when issued and sold in the manner described in the
Plan and pursuant to the agreements which accompany each grant under the Plan,
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
/s/ WILSON SONSINI GOODRICH & ROSATI, PC
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Stock Option Plan of Salix Pharmaceuticals,
Ltd. of our report dated March 4, 1998 with respect to the financial
statements of Salix Pharmaceuticals, Ltd. included in its Annual Report (Form
10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
August 12, 1998
