<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AXCAN PHARMA INC.
(Exact name of Registrant
as specified in its charter)
CANADA
(State or other jurisdiction of
incorporation or organization)
Not Applicable
(I.R.S. Employer
Identification No.)
---------------------------------
597 LAURIER BOULEVARD
MONT ST-HILAIRE, QUEBEC
CANADA J3H 6C4
(450) 467-5138
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. [X]
Securities Act registration statement file number to
which this form relates: 333-12068.
Securities to be registered pursuant to Section 12(b) of the Act: None
<PAGE> 2
Securities to be registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
Common Shares
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information relating to the Registrants' securities
required by Item 202 of Regulation S-K is hereby incorporated by
reference to the information presented under the caption "Description
of Share Capital" in the Registrants' Registration Statement on
Amendment No. 1 to Form F-10 (Registration No. 333-12068 filed with the
Commission on June 23, 2000, and the same sections in the Prospectus to
be filed pursuant to Rule 424(b) which are deemed to be incorporated by
reference herein.
Item 2. EXHIBITS*
<TABLE>
<S> <C>
3.1 Photofrin(TM) Purchase and Sale Agreement by and between the
Company and QLT Phototherapeutics Inc. (British Columbia) and
QLT Phototherapeutics Inc. (Delaware) dated April 28, 2000.
3.2 Exclusive Development/License/Supply Agreement between Eurand
International S.p.A. and Axcan Scandipharm Inc. for the
development of EURAND MINITABS(R) Pancrelipase with HP55
coating dated May 16, 2000.
3.3 Share Subscription Agreement by and between QLT
Phototherapeutics Inc. and the Company dated April 28, 2000.
3.4 Share Purchase Agreement dated May 30, 2000 between the
Company, Baxter Corporation ("Baxter") and 9067-2981 Quebec
Inc. regarding Baxter's purchase of the Company's fifty
percent (50%) equity interest in Althin Biopharm Inc.
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
3.5 Termination Agreement and Release dated May 30, 2000 between
the Company, 9067-2981 Quebec Inc., Althin Medical AB and
Althin Biopharm Inc. regarding the termination of a certain
shareholders' agreement between the above-named parties dated
December 15, 1995.
3.6 Letter Agreement dated June 21, 2000 between the Company and
Chase Securities Inc. ("Chase") regarding the services to be
provided by Chase to the Company in connection with the
placement of the Company's common stock.
4.1 Audited consolidated financial statements of the Company for
the years ended September 30, 1999 and 1998, together with the
auditors' report thereon, and management's discussion and
analysis, contained in the Company's annual report for the
year ended September 30, 1999 as set forth in Exhibit 4.4.
4.2 Unaudited consolidated financial statements of the Company for
the six months ended March 31, 2000 and 1999 contained in the
Company's Material Change Report and Notice of Material Change
dated May 24, 2000 as set forth in Exhibit 4.8.
4.3 Annual Information Form of the Company filed in Canada dated
February 17, 2000, for the year ended September 30, 1999.
4.4 Annual Report of the Company filed in Canada dated January 24,
2000 for the year ended September 30, 1999.
4.5 Management Proxy Solicitation Circular of the Company dated
January 18, 2000 distributed in connection with the annual
meeting of the shareholders of the Company held on February
24, 2000.
4.6 Material Change Report and Notice of Material Change of the
Company filed in Canada dated May 1, 2000 (relating to the
acquisition of Photofrin(TM)).
4.7 Material Change Report and Notice of Material Change of the
Company filed in Canada dated May 9, 2000 (relating to the
sale of Althin Biopharm Inc.).
4.8 Material Change Report and Notice of Material Change of the
Company filed in Canada dated May 24, 2000 (relating to the
release of second quarter financials, filing of an NDA
submission and execution of a new supply agreement with
Eurand).
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
4.9 Material Change Report and Notice of Material Change of the
Company filed in Canada dated May 31, 2000 (relating to the
closing of the sale of Althin Biopharm, Inc.).
4.10 Material Change Report and Notice of Material Change of the
Company filed in Canada dated June 1, 2000 (relating to the
filing of the preliminary prospectus).
4.11 Material Change Report and Notice of Material Change of the
Company filed in Canada dated June 9, 2000 (relating to the
closing of the acquisition of Photofrin(TM).
5.1 Consent of Lapointe Rosenstein.
5.2 Consent of Paul, Hastings, Janofsky & Walker LLP.
5.3 Consent of Raymond, Chabot, Grant Thornton.
5.4 Consent of Ernst & Young LLP.
6.1 Powers of Attorney (contained on the signature pages of this
Registration Statement on Form F-10).
* All Exhibits are incorporated by reference to the Exhibits
filed with Amendment No. 1 to Form F-10 (Registration
No. 333-12068) filed with the Commission on June 23, 2000.
</TABLE>
<PAGE> 5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AXCAN PHARMA INC.
Date: June 27, 2000 By: /s/ Leon Gosselin
-------------------------------------
Leon Gosselin,
President and Chief Executive Officer
