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) February 12, 2002 SALIX PHARMACEUTICALS, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 000-23265 94-3267443 - ------------------------------------ ------------------------------------ (Commission file Number) (IRS Employer ID Number) 8540 Colonnade Center Drive, Suite 501, Raleigh, North Carolina 27615 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (919) 862-1000 -------------- Item 5. Other Events and Regulation FD Disclosure On February 12, 2002, Salix Pharmaceuticals, Ltd. filed a registration statement on Form S-3 related to the proposed public offering of 4,000,000 shares of its common stock, par value $0.001. A copy of the preliminary prospectus included within the registration statement is attached as an exhibit. Item 7. Financial Statements and Exhibits (c) Exhibits 2.1* Certificate of Domestication 3.1* Certificate of Incorporation 23.1 Consent of Independent Auditors 99.1 Preliminary Prospectus dated February 12, 2002 99.2* Loan and Security Agreement dated March 30, 2001, First Amendment to Loan and Security Agreement dated October 4, 2001 and First Waiver to Loan and Security Agreement dated November 12, 2001, between General Electric Capital Corporation and Salix Pharmaceuticals, Ltd. --------------------------------- * Incorporated by reference to exhibits included in the Registrant's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on February 12, 2002. 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 hereunto duly authorized. SALIX PHARMACEUTICALS, LTD. Date: February 12, 2002 By: /s/ Adam C. Derbyshire ------------------------------------- Adam C. Derbyshire Vice President and Chief Financial Officer