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) December 31, 2001
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SALIX PHARMACEUTICALS, LTD.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-23265 94-3267443
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(Commission file Number) (IRS Employer ID Number)
8540 Colonnade Center Drive, Suite 501, Raleigh, North Carolina 27615
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (919) 862-1000
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Item 5. Other Events
In order to simplify its organizational structure, Salix Pharmaceuticals,
Ltd. changed its place of incorporation from the British Virgin Islands to the
State of Delaware on December 31, 2001. A detailed description of the
reorganization, including United States federal income tax consequences of the
reorganization, is included in Salix's Form S-4 Registration Statement, No.
333-74302, filed with the Securities and Exchange Commission on November 30,
2001, and is incorporated by reference herein.
In accordance with Section 388(b)(2) of the General Corporation Law of the
State of Delaware, Salix filed a Certificate of Incorporation with the Delaware
Secretary of State as part of the reorganization. The Certificate of
Incorporation replaces Salix's Memorandum of Association.
In connection with the reorganization, Salix adopted new Bylaws that comply
with Delaware law. The Bylaws replace Salix's Articles of Association.
As a result of the reorganization, Salix is now subject to the laws of the
State of Delaware instead of the laws of the British Virgin Islands. Salix will
not, however, be relieved of any obligations or liabilities it incurred before
the reorganization. The rights of Salix stockholders are now governed by the
laws of the State of Delaware, the Certificate of Incorporation and the Bylaws,
as opposed to the laws of the British Virgin Islands and Salix's former
governing documents.
A description of differences between British Virgin Islands and Delaware
corporate laws is included under the heading "Differences in Governing Corporate
Law" in the Form S-4, and is incorporated by reference herein.
A comparison of the rights of Salix stockholders before and after the
reorganization, as set forth in the organizational documents, is included under
the heading "Changes in Governing Documents" in the Form S-4, and is
incorporated by reference herein.
Pursuant to Rules 12g-3(a) and 12g-3(f) under the Securities Exchange Act
of 1934, as amended, the common stock, $0.001 par value per share, of Salix
Pharmaceuticals, Ltd., a Delaware corporation, shall be deemed to be registered
pursuant to Section 12(g) of the Exchange Act.
Item 7. Financial Statements And Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Certificate of Incorporation (incorporated by reference to
Exhibit 3.3 to Form S-4 of Salix Pharmaceuticals, Ltd., filed
November 30, 2001)
99.2 Bylaws (incorporated by reference to Exhibit 3.4 to Form S-4
of Salix Pharmaceuticals, Ltd., filed November 30, 2001)
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: January 2, 2002 By: /s/ Adam C. Derbyshire
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Adam C. Derbyshire
Vice President and Chief Financial Officer