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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission file number: 000-23265
_________________________
SALIX PHARMACEUTICALS, LTD.
(Exact name of Registrant as specified in its charter)
British Virgin Islands 94-3267443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8540 Colonnade Center Drive, Suite 501
Raleigh, North Carolina 27615
(Address of principal executive offices, including zip code)
(919) 862-1000
(Registrant's telephone number, including area code)
__________________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [_]
The number of shares of the Registrant's Common Stock outstanding as of
August 6, 2001 was 16,606,993.
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SALIX PHARMACEUTICALS, LTD.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page No.
- ------- --------------------- --------
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2001
(unaudited) and December 31, 2000 (audited).............................. 1
Condensed Consolidated Statements of Operations for the Three and Six
Months Ended June 30, 2001 and 2000 (unaudited).......................... 2
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2001 and 2000 (unaudited).......................... 3
Notes to Condensed Consolidated Financial Statements........................ 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ...................................................... 5
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................... 8
PART II. OTHER INFORMATION
- ------- -----------------
Item 2. Changes in Securities and Use of Proceeds..................................... 9
Item 4. Submission of Matters to a Vote of Security Holders........................... 9
Item 6. Exhibits and Reports on Form 8-K ............................................ 10
Signatures .............................................................................. 11
PART I. FINANCIAL INFORMATION.
Item 1. Condensed Consolidated Financial Statements
SALIX PHARMACEUTICALS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Expressed in U.S. Dollars)
June 30, 2001 December 31, 2000
------------- -----------------
(unaudited) (audited)
ASSETS
Current assets:
Cash and cash equivalents $ 34,433 $ 13,244
Accounts receivable, net 6,341 6,156
Inventory 6,161 2,819
Prepaids and other current assets 1,889 3,208
-------- --------
Total current assets 48,824 25,427
Property and equipment, net 877 208
Other assets -- 126
-------- --------
Total assets $ 49,701 $ 25,761
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 6,808 $ 4,532
Deferred revenue 5,580 8,487
-------- --------
Total current liabilities 12,388 13,019
Commitments -- --
Shareholders' equity:
Preferred stock, issuable in series, no par value;
5,000,000 shares authorized; none outstanding -- --
Common stock, no par value; 40,000,000 shares authorized;
16,575,159 shares issued and outstanding at June 30, 2001
and 13,562,771 shares issued and outstanding at
December 31, 2000 72,905 41,128
Accumulated deficit (35,592) (28,386)
-------- --------
Total shareholders' equity 37,313 12,742
-------- --------
Total liabilities and shareholders' equity $ 49,701 $ 25,761
======== ========
The accompanying notes are an integral part of these financial statements.
1
SALIX PHARMACEUTICALS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
(Expressed in U.S. Dollars)
Three months ended Six months ended
June 30, June 30,
-------- --------
2001 2000 2001 2000
---- ---- ---- ----
restated restated
Product revenues and costs:
Product sales $ 4,163 $ 173 $ 7,453 $ 553
Cost of products sold 1,080 222 1,866 535
-------- -------- -------- --------
Gross margin 3,083 (49) 5,587 18
Operating expenses:
Research and development 1,456 754 2,891 1,324
Selling, general and administrative 5,604 902 11,162 1,546
-------- -------- -------- --------
Total operating expenses 7,060 1,656 14,053 2,870
Loss from operations (3,977) (1,705) (8,466) (2,852)
Other revenues and expenses:
Other revenues 1,824 653 3,199 1,120
Other expenses 1,302 353 2,193 375
Interest income, net 146 40 254 60
-------- -------- -------- --------
Net loss before tax $ (3,309) $ (1,365) $ (7,206) $ (2,047)
Income tax -- 9 -- 9
-------- -------- -------- --------
Net loss $ (3,309) $ (1,374) $ (7,206) $ (2,056)
======== ======== ======== ========
Net loss per share, basic and diluted $ (0.22) $ (0.12) $ (0.51) $ (0.19)
======== ======== ======== ========
Shares used in computing net loss per share 14,766 11,007 14,242 10,809
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
2
SALIX PHARMACEUTICALS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
(Expressed in U.S. Dollars)
Six months ended
June 30,
-------
2001 2000
---- ----
restated
Cash flows from operating activities
Net loss $ (7,206) $ (2,056)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 77 72
Loss on disposal of equipment -- 13
Changes in assets and liabilities:
Accounts receivable, inventory and other current assets (2,082) (4,914)
Accounts payable and other current liabilities 2,276 471
Deferred revenue (2,907) 11,279
-------- --------
Net cash provided by (used in) operating activities (9,842) 4,865
Cash flows from investing activities
Purchases of property and equipment (746) (74)
-------- --------
Net cash used in investing activities (746) (74)
Cash flows from financing activities
Proceeds from issuance of common stock 31,777 296
-------- --------
Net cash provided by financing activities 31,777 296
Net increase in cash and cash equivalents 21,189 5,087
Cash and cash equivalents at beginning of period 13,244 2,402
-------- --------
Cash and cash equivalents at end of period $ 34,433 $ 7,489
======== ========
The accompanying notes are an integral part of these financial statements.
3
SALIX PHARMACEUTICALS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
1. Organization and Basis of Presentation
The Company was incorporated in the British Virgin Islands in December
1993 as Salix Holdings, Ltd. In March 1998, the Company changed its name to
Salix Pharmaceuticals, Ltd. Prior to December 1993, the business of the
Company was conducted by Salix Pharmaceuticals, Inc., a California
corporation, incorporated in 1989, and Glycyx Pharmaceuticals, Ltd., a
Bermuda corporation, each of which is now a subsidiary of Salix
Pharmaceuticals, Ltd. Unless the context otherwise requires, references in
this report to Salix and the Company refer to Salix Pharmaceuticals, Ltd.,
and its wholly owned subsidiaries, Salix Pharmaceuticals, Inc. and Glycyx
Pharmaceuticals, Ltd.
The condensed consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated. All amounts
are denominated in United States dollars. Unless otherwise indicated, all
references to "dollars" or "$" refer to United States dollars.
The accompanying unaudited condensed consolidated financial statements
include all adjustments (consisting only of normal recurring items) which,
in the opinion of management, are necessary for a fair presentation of
financial position, results of operations and cash flows. These financial
statements should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations included
elsewhere in this Report and with the audited financial statements for the
fiscal year ended December 31, 2000 included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000 filed with the
Securities and Exchange Commission. The results of operations for interim
periods are not necessarily indicative of results to be expected for a full
year or any future period.
These statements have been prepared in accordance with accounting
principles generally accepted in the United States. The application of
these principles conforms in all material respects with financial
statements prepared using accounting principles generally accepted in
Canada. The Company's common stock is currently traded on the Nasdaq
National Market under the symbol "SLXP".
2. Commitments
At June 30, 2001, the Company had binding purchase order commitments
for inventory purchases aggregating approximately $6.7 million.
3. Inventory
Inventory at June 30, 2001 consisted of $4.6 million of raw materials
and $1.5 million of finished goods. Inventory at December 31, 2000
consisted of $2.8 million of raw materials and $0.02 million of finished
goods.
4. Revenue Recognition
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements",
which among other guidance clarifies certain conditions to be met in order
to recognize revenue. SAB 101 requires companies to recognize certain
up-front non-refundable fees over the term of the related agreement unless
the fee is in exchange for products delivered or services performed that
represent the culmination of a separate earnings process. In the fourth
quarter of 2000, Salix implemented SAB 101. As a result of the adoption of
SAB 101, $8.7 million of the $11.7 million initial payment received and
recognized in full during the second quarter of 2000 from Shire
Pharmaceuticals Group plc has been deferred and is now being recognized as
revenue through the end of 2001.
Due to the uniqueness of each of Salix's licensing arrangements,
it analyzes each element of each contract, including milestone payments, to
determine the appropriate revenue recognition. In accordance with SAB 101,
Salix recognizes revenue upon achievement of contractual milestones only
when and to the extent that a separate earnings process has been culminated
or the milestone is representative of the level of effort and progress
toward completion of a long-term contract.
5. Research and Development
Research and development costs, both internal and externally
contracted, are expensed as incurred. These costs include direct
expenditures for goods and services, as well as indirect expenditures such
as salaries, administrative expenses and various allocated costs.
6. Recent Accounting Pronouncements
In June 1999, the Financial Accounting Standards Board approved the
exposure draft to delay for one year the effective date of Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which is effective for fiscal years
beginning after June 15, 2000. SFAS 133 establishes reporting standards for
derivative instruments, including derivative instruments embedded in other
contracts, and for hedging activities. SFAS 133 requires that an entity
recognize all derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair value. The
Company adopted SFAS 133 for its fiscal year ending December 31, 2001. The
adoption of this pronouncement did not have a material impact on the
Company's results of operations or financial position.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from
historical results or anticipated results, including those set forth under
"Cautionary Statement" under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this report. The following
discussion should be read in conjunction with the Company's Condensed
Consolidated Financial Statements and notes thereto included elsewhere in this
report.
Overview
Salix Pharmaceuticals, Ltd. is a specialty pharmaceutical company focused
on the needs of physicians specializing in gastroenterology. In late 2000, the
Company established a 30-member direct sales force to promote its products to
this specialist audience. The Company's strategy is to identify and acquire
products that have near-term commercial potential and apply its regulatory,
product development and sales and marketing expertise to commercialize these
products. The Company selects products that it believes serve a gastrointestinal
disease in need of new treatments, have the potential for rapid regulatory
approval, and are marketable to this small group of specialized physicians. The
Company believes this strategy will reduce the expense, time and risk normally
associated with pharmaceutical development. The Company believes that its first
two products, balsalazide disodium, marketed in the United States under the
brand name COLAZAL(TM), and rifaximin demonstrate the Company's ability to
execute this strategy.
The Company licensed its first product, balsalazide disodium, from Biorex
Laboratories Limited in exchange for participation in future milestone revenues,
royalties and profits. In May 2000, the Company signed an agreement with Shire
Pharmaceuticals Group plc under which Shire purchased from Salix the exclusive
rights to balsalazide as a treatment for ulcerative colitis for Austria,
Belgium, Denmark, Finland, France, Germany, Iceland, Republic of Ireland,
Luxembourg, Norway, The Netherlands, Switzerland, Sweden and the United Kingdom.
Under the agreement, Shire agreed to pay Salix up to a total of approximately
$24 million in cash and Shire stock, including approximately $12.1 million in
up-front fees and up to $12 million upon the achievement of milestones. In
accordance with the Company's license arrangement with Biorex Laboratories,
Salix will share a portion of these payments, including all of the Shire stock,
with Biorex. In May 2000, Shire paid the Company $9.6 million of cash and $2.5
million by way of the issuance of 160,546 Shire shares. In August 2000, Shire
paid the Company $4.4 million in connection with the transfer to Shire of the
United Kingdom Product License for balsalazide. On July 18, 2000 the U.S. Food
and Drug Administration, or FDA, approved COLAZAL(TM) for marketing in the
United States for the treatment of mildly to moderately active ulcerative
colitis.
The Company's second product, rifaximin, is currently under development.
The Company obtained the rights to develop, make, use and sell rifaximin in the
United States and Canada from Alfa Wassermann S.p.A. in exchange for future
royalties and milestone payments. Alfa Wassermann has also agreed to supply
Salix with active pharmaceutical ingredient rifaximin at a fixed price. The
Company intends to pursue development of rifaximin for infections of the
gastrointestinal tract. A second Phase III trial for the treatment of infectious
diarrhea in travelers was completed during the fourth quarter of 2000. The
Company believes there are opportunities to develop rifaximin for other
indications, including antibiotic associated colitis, hepatic encephalopathy,
diverticulitis, small bowel overgrowth and irritable bowel syndrome and intends
to pursue these opportunities as financial resources will allow. In February
1998, the Company received Orphan Drug Designation from the FDA for rifaximin to
treat hepatic encephalopathy. An Orphan Drug Designation can entail advantages
in the testing and approval process for the drug. If regulatory approvals are
obtained, the Company intends to market rifaximin in the United States through
its own direct sales force.
The Company has generated limited revenues to date from the sales of its
products. The Company expects both sales revenues and operating expenses to
increase as the Company continues its launch of COLAZAL(TM) in the United States
through its specialized sales force and continues product development and
clinical programs for rifaximin. As of June 30, 2001, the Company had
accumulated losses of approximately $35.6 million. Since 1992, the Company has
financed its operations principally through reimbursement payments, license fees
and milestone revenues under collaborative research and licensing agreements,
and sales of equity and convertible debt securities.
Results of Operations
Three-Month and Six-Month Periods Ended June 30, 2001 and 2000
Product sales for the three-month and six-month periods ended June 30, 2001
were $4.2 million and $7.5 million, respectfully. During the three-month and
six-month periods ended June 30, 2000 the Company recorded product revenue of
$0.2 million and other revenue of $0.6 million, respectfully. Higher product
revenues for the three-month and six-month periods ended June 30, 2001 are the
result of U.S. sales of COLAZAL(TM).
Cost of products sold for the three-month and six-month periods ended June
30, 2001 were $1.1 million and $1.9 million respectively, compared with $0.2
million and $0.5 million in the corresponding three-month and six-month periods
in 2000. Gross margins for the three-month and six-month periods ended June 30,
2001 were $3.1 million and $5.6 million, respectfully, compared to ($0.05)
million and $0.02 million in the corresponding three-month and six-month periods
of 2000.
Operating expenses for the three months ended June 30, 2001 and 2000 were
$7.1 million and $1.7 million, respectively. Operating expenses for the six
months ended June 30, 2001 and 2000 were $14.1 million and $2.9 million,
respectively. Higher operating expenses were due primarily to costs associated
with the deployment of the Company's sales force and the marketing campaign for
COLAZAL(TM).
Research and development expenses were $1.5 million and $2.9 million for
the three-month and six-month periods ended June 30, 2001, respectively,
compared to $0.8 and $1.3 million for the comparable periods in 2000. Our only
current major research and development project is rifaximin. The increase in
research and development expenses for the three-month and six-month periods
ended June 30, 2001 is due primarily to costs associated with the preparation of
the New Drug Application for rifaximin and initiation of a Phase III trial for
rifaximin as a treatment for hepatic encephalopathy. Through June 30, 2001,
Salix has incurred research and development expenditures of approximately $11.0
million for balsalazide and $7.0 million for rifaximin. Due to the risks and
uncertainties of the drug development and regulatory approval process, research
and development expenditures are difficult to forecast and subject to unexpected
increases. Those risks and uncertainties aside, we expect our research and
development expenditures to increase as additional indications for balsalazide
and rifaximin are pursued and new products are in-licensed.
6
Selling, general and administrative expenses were $5.6 million and $11.2
million for the three-month and six-month periods ended June 30, 2001,
respectively, compared to $0.9 million and $1.5 million in the corresponding
three-month and six-month periods in 2000. This increase is primarily due to
sales and marketing expenses related to the Company's launch of COLAZAL(TM) in
the United States.
Other revenues were $1.8 million and $3.2 million for the three-month
and six-month periods ended June 30, 2001, respectfully, compared to $0.7
million and $1.1 million in the corresponding three-month and six-month periods
in 2000. This increase was primarily the result of the recognition in 2001 of
revenue under our agreement with Shire Pharmaceutical Group plc under which
Shire purchased from Salix the intellectual property related to balsalazide for
Austria, Belgium, Denmark, Finland, France, Germany, Iceland, Republic of
Ireland, Luxembourg, Norway, the Netherlands, Switzerland and the United
Kingdom. Under the agreement, Shire paid the Company a first payment of $11.7
million in the second quarter of 2000. As a result of the adoption of SAB 101,
$8.7 million of the $11.7 million initial payment received and recognized in
full during the second quarter of 2000 from Shire has been deferred and is now
being recognized as revenue ratably through the end of 2001. Accordingly, the
Condensed Consolidated Financial Statements for the three-month and six-month
periods ended June 30, 2000 are restated to reflect the effect of the adoption
of SAB 101.
Other expenses totaled $1.3 million and $2.2 million for the three-month
and six-month periods ended June 30, 2001, respectfully, compared to $0.4
million in the corresponding three-month and six-month periods in 2000. The
increase was due primarily to the Company's obligation to its licensor of
balsalazide in connection with payments received under the May 2000 agreement
with Shire.
Increased interest income for the three-month and six-month periods ended
June 30, 2001 compared to the same prior year periods is mainly attributable to
larger average cash balances as a result of our receipt of payments under the
agreement with Shire and cash received in the Company's private placements in
November 2000 and May 2001.
The Company recorded a net loss of $3.3 million for the three months ended
June 30, 2001 compared with a net loss of $1.4 million in the corresponding
three-month period prior year. The Company recorded a net loss of $7.2 million
for the six-month period ended June 30, 2001 compared with a net loss of $2.1
million in the corresponding six-month period in the prior year.
Liquidity and Capital Resources
Since inception, the Company has financed product development, operations
and capital expenditures primarily from funding arrangements with collaborative
partners and from public and private sales of debt and equity securities.
As of June 30, 2001, the Company had approximately $34.4 million in cash
and cash equivalents. As of December 31, 2000, the Company had approximately
$13.2 million in cash and cash equivalents. The increase of $21.2 million was
due primarily to the completion of a private placement in May 2001 for net
proceeds of approximately $28.4 million.
Through June 30, 2001 the Company had collected approximately $7.5 million
of the outstanding accounts receivable balances. To date, the Company has not
experienced any material accounts receivable collection issues. However, based
on a review of specific customer balances, industry experience and the current
economic environment, the Company is currently reserving 1% of the outstanding
accounts receivable balance as an allowance for uncollectable accounts.
As of June 30, 2001, the Company had no long-term obligations. During the
first quarter of 2001, the Company secured a $7.0 million working capital line
of credit.
The Company has sustained continuing operating losses and had an
accumulated deficit of $35.6 million as of June 30, 2001. The Company expects to
incur substantial and increasing operating losses until product revenues reach
7
a sufficient level to support ongoing operations. The Company believes its
current cash and investment balances should be sufficient to satisfy the cash
requirements of the Company for the foreseeable future. However, the Company's
actual cash requirements might vary materially from those now planned because of
a number of factors, including market acceptance of COLAZAL, the results of
research and development activities, FDA and foreign regulatory processes,
establishment of and change in relationships with strategic partners,
technological advances by the Company and other pharmaceutical companies, the
terms of the Company's collaborative arrangements, and the status of competitive
products. The Company might also enter into additional collaborative
arrangements that could provide the Company with additional funding in the form
of equity, debt, licensing, milestone and/or royalty payments. There can be no
assurance that the Company will be able to enter into such arrangements or raise
any additional funds on terms favorable to the Company.
Cautionary Statement
The Company operates in a highly competitive environment that involves a
number of risks, some of which are beyond the Company's control. The following
statement highlights some of these risks.
Statements contained in "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" which are not historical facts are or
might constitute forward-looking statements under the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Although the Company
believes the expectations reflected in such forward-looking statements are based
on reasonable assumptions, it can give no assurance that its expectations will
be attained. Forward-looking statements involve known and unknown risks that
could cause the Company's actual results to differ materially from expected
results. Factors that could cause actual results to differ materially from the
Company's expectations include, among others: the Company's limited sales and
marketing experience; the high cost and uncertainty of the research, clinical
trials and other development activities involving pharmaceutical products; the
unpredictability of the duration and results of regulatory review of New Drug
Applications and Investigational New Drug Applications; the Company's dependence
on its two pharmaceutical products, balsalazide and rifaximin, and the
uncertainty of market acceptance of those products; the possible impairment of,
or inability to obtain, intellectual property rights and the costs of obtaining
such rights from third parties; intense competition; the uncertainty of
obtaining, and the Company's dependence on, third parties to manufacture and
sell its products; and results of future litigation and other risk factors
detailed from time to time in the Company's Securities and Exchange Commission
filings. The Company does not undertake any obligation to release publicly any
revisions to these statements to reflect later events or circumstances or to
reflect the occurrence of unanticipated events.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's purchases of raw materials and its product sales to its
European distribution partners are denominated in Pounds Sterling. Translation
into the Company's reporting currency, the United States dollar, has not
historically had a material impact on the Company's financial position.
Additionally, the Company's net assets denominated in currencies other than the
functional currency have not exposed the Company to material risk associated
with fluctuations in currency rates. Given these facts, the Company has not
considered it necessary to use foreign currency contracts or other derivative
instruments to manage changes in currency rates.
Due to the nature and maturity of the Company's short-term investments, the
Company does not believe those investments present significant market risk.
8
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(c) On May 29, 2001 the Company sold 1,960,000 shares of its Common
Stock to 33 accredited investors for net proceeds of $28.4 million, in a private
placement under Rule 506 of Regulation D under the Securities Act of 1933.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's 2001 Annual Meeting of Shareholders was held on June
14, 2001. The following is a brief description of each matter voted upon at the
meeting and a statement of the number of votes cast for, against or withheld and
the number of abstentions with respect to each matter.
(a) The shareholders elected the following directors to serve for the
ensuing year and until their successors are elected:
FOR WITHHELD
--- --------
John F. Chappell 10,525,830 4,795
Thomas A. D'Alonzo 10,525,830 4,795
Richard A. Franco, R.Ph. 10,525,830 4,795
Randy W. Hamilton 10,366,384 164,241
Robert P. Ruscher 10,525,830 4,795
(b) The shareholders approved an amendment to the Company's 1996 Stock
Option Plan to increase the number of Common Shares reserved for
issuance thereunder from 2,677,207 to 4,500,000.
FOR AGAINST ABSTAIN
--- ------- -------
5,175,647 1,053,915 177,771
(c) The shareholders ratified the appointment of Ernst & Young LLP as
independent accountants of the Company for the fiscal year ending
December 31, 2001.
FOR AGAINST ABSTAIN
--- ------- -------
10,522,180 3,120 5,325
9
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.29 Lease Agreement dated June 30, 2000 by and between Colonnade
Development, LLC and Salix Pharmaceuticals, Inc.
(b) Reports on Form 8-K
The Company filed a Form 8-K with the United States Securities and
Exchange Commission on April 9, 2001 to file a press release announcing
that the Company would be making a presentation on at an investor
conference sponsored by The Robinson-Humphrey Company.
The Company filed a Form 8-K with the United States Securities and
Exchange Commission on May 2, 2001 to file a press release announcing
operating results for the quarter ended March 31, 2001.
The Company filed a Form 8-K with the United States Securities and
Exchange Commission on May 24, 2001 to file a press release announcing
that the Company would be making a presentation on at the UBS Warburg
Global Specialty Pharmaceuticals Conference.
The Company filed a Form 8-K with the United States Securities and
Exchange Commission on May 16, 2001 to file press releases announcing the
appointment of a new Vice President of Operations and that the Company
would be making a presentation at an investor conference sponsored by
Deutsche Banc Alex. Brown.
The Company filed a Form 8-K with the United States Securities and
Exchange Commission on May 30, 2001 to file press releases announcing the
results of development of rifaximin and the completion of a private
placement pursuant to a Common Stock Purchase Agreement, a copy of which
was attached as an exhibit.
The Company filed a Form 8-K with the United States Securities and
Exchange Commission on June 15, 2001 to file a press release announcing
that the Company held its annual meeting of shareholders on June 14,
2001.
The Company filed a Form 8-K with the United States Securities and
Exchange Commission on June 27, 2001 to file a press release announcing
that the Company would be making a presentation on at an investor
conference sponsored by First Union Securities.
10
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, thereunto duly authorized.
SALIX PHARMACEUTICALS, LTD.
Date: August 14, 2001 By: /s/ Robert P. Ruscher
---------------------------
Robert P. Ruscher,
President and
Chief Executive Officer
Date: August 14, 2001 By: /s/ Adam C. Derbyshire
---------------------------
Adam C. Derbyshire, Vice
President, Finance &
Administration, Chief
Financial Officer and
Corporate Secretary
11