UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) December 22, 1999 Salix Pharmaceuticals, Ltd. (Exact name of registrant as specified in its charter) British Virgin Islands 000-23265 94-3267443 (State of other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 3600 West Bayshore Road, Palo Alto, California 94303 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (650) 849-5900 Not applicable (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. Attached as Exhibit 99.1 is a press release issued by Salix Pharmaceuticals, Ltd., dated December 22, 1999, announcing that it had entered into the following agreements with Astra AB: (1) Termination and Settlement Agreement dated as of December 22, 1999, by and between Astra and Salix Pharmaceuticals, Inc. (a wholly owned subsidiary of Salix Pharmaceuticals, Ltd.), attached as Exhibit 10.22; and (2) Agreement dated December 22, 1999, between Glycyx Pharmaceuticals, Ltd (a wholly owned subsidiary of Salix) and Astra, attached as Exhibit 10.23. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 10.22 Termination and Settlement Agreement dated as of December 22, 1999, by and between Astra AB and Salix Pharmaceuticals, Inc. (a wholly owned subsidiary of Salix Pharmaceuticals, Ltd.) 10.23 Agreement dated December 22, 1999, between Glycyx Pharmaceuticals, Ltd (a wholly owned subsidiary of Salix Pharmaceuticals, Ltd.) and Astra AB. 99.1 Press Release dated December 22, 1999 2 SIGNATURE 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. Date: December 22, 1999 Salix Pharmaceuticals, Ltd. By: /s/ Robert P. Ruscher Robert P. Ruscher President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 10.22 Termination and Settlement Agreement dated as of December 22, 1999, by and between Astra AB and Salix Pharmaceuticals Inc. (a wholly owned subsidiary of Salix Pharmaceuticals, Ltd.) 10.23 Agreement dated December 22, 1999, between Glycyx Pharmaceuticals, Ltd (a wholly owned subsidiary of Salix Pharmaceuticals, Ltd.) and Astra AB. 99.1 Press Release dated December 22, 1999 4