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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
SALIX PHARMACEUTICALS, LTD.
(Exact name of registrant as specified in its charter)
BRITISH VIRGIN ISLANDS 94-3267443
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3600 West Bayshore Road, Suite 205
Palo Alto, California 94303
(650) 856-1550
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1996 Stock Option Plan, As Amended
(Full title of the plan)
ROBERT P. RUSCHER
PRESIDENT
SALIX PHARMACEUTICALS, LTD.
4101 LAKE BOONE TRAIL, SUITE 418
RALEIGH, NORTH CAROLINA 27607
(919) 788-8550
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
ALEXANDER M. DONALDSON, ESQ.
WYRICK ROBBINS YATES & PONTON LLP
4101 LAKE BOONE TRAIL, SUITE 300
RALEIGH, NORTH CAROLINA 27607
(919) 781-4000
FAX (919) 781-4865
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered (1) Per Share(2) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 927,207 shares $6.93 $6,425,545 $1,696.34
no par value per share
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</TABLE>
(1) Consists of 927,207 additional shares reserved for issuance under the
Registrant's 1996 Stock Plan, as amended.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock on the Toronto
Stock Exchange on October 2, 2000, in accordance with Rule 457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by Salix Pharmaceuticals, Ltd.
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K405 for the fiscal year ended
December 31, 1999, filed pursuant to Section 13 of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000 filed pursuant to Section 13 of the Exchange
Act;
(c) The Company's Current Report on Form 8-K, filed pursuant to Section 13
of the Exchange Act on January 21, 2000; and
(d) The description of the Company's common stock contained in Items 1 and
2 of the Company's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Exchange Act, as amended from time to time.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment that indicates that all securities offered under this
registration statement have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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. The Registrant maintains liability insurance
insuring its officers and directors against liabilities that they may incur in
such capacities.
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At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
----------- -----------
5.1 Opinion of Wyrick Robbins Yates & Ponton LLP.
10.1 1996 Stock Option Plan, as amended.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Wyrick Robbins Yates & Ponton LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (see page 4).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes as follows:
(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 a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
related to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer of controlling
person or the registrant in the successful defense of any action, suite or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the 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 Act and will
be governed by the final adjudication of such issue.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
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SIGNATURES
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on the 21st day of
September, 2000.
SALIX PHARMACEUTICALS, LTD.
By: /s/ Robert P. Ruscher
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Robert P. Ruscher
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert
P. Ruscher his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully 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.
Signature Capacity Date
--------- -------- ----
/s/ Randy W. Hamilton Chairman of the Board September 21, 2000
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Randy W. Hamilton
/s/ Robert P. Ruscher President, Chief Executive September 21, 2000
--------------------------- Officer and Director
Robert P. Ruscher (Principal Executive Officer)
/s/ Adam C. Derbyshire Chief Financial Officer September 21, 2000
--------------------------- (Principal Financial and
Adam C. Derbyshire Accounting Officer)
Director September 21, 2000
/s/ Thomas D'Alonzo
---------------------------
Thomas D'Alonzo
/s/ John F. Chappell Director September 21, 2000
---------------------------
John F. Chappell
/s/ Richard A. Franco Director September 21, 2000
---------------------------
Richard A. Franco
