UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[Check One]
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended: SEPTEMBER 30, 2002 Commission File Number: 0-30860
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AXCAN PHARMA INC.
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(Exact name of Registrant as specified in its charter)
N/A
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(Translation of Registrant's name into English (if applicable))
QUEBEC, CANADA
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(Province or other jurisdiction of incorporation or organization)
5122
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(Primary Standard Industrial Classification Code Number (if applicable))
N/A
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(I.R.S. Employer Identification Number (if applicable))
597 LAURIER BLVD., MONT ST-HILAIRE, QUEBEC, CANADA J3H 6C4 (450) 467-5138
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(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 111 8TH AVENUE, 15TH FLOOR,
NEW YORK, NEW YORK 10011 (212) 894-8700
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(Name, address (including zip code) and telephone number
(including area code of agent for service in the United States))
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
NONE
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
COMMON SHARES
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
COMMON SHARES
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(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
Annual information form X Audited annual financial statements
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Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report.
COMMON SHARES 44,863,198
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Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "EXCHANGE ACT"). If "Yes" is marked, indicate the filing number assigned to
the Registrant in connection with such Rule.
Yes No X
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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
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Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F arises; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned, thereto
duly authorized.
AXCAN PHARMA INC.
(Registrant)
Date: January 27, 2003 By: /s/ Jean Vezina
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Jean Vezina
Vice President, Finance and
Chief Financial Officer
CERTIFICATIONS
I, Leon F. Gosselin certify that:
1. I have reviewed this annual report on Form 40-F of Axcan Pharma Inc;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant efficiencies and material
weaknesses.
Date: January 27, 2003 /s/ Leon F. Gosselin
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Leon F. Gosselin
Chairman of the Board, President
and Chief Executive Officer
I, Jean Vezina, certify that:
1. I have reviewed this annual report on Form 40-F of Axcan Pharma Inc;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant efficiencies and material
weaknesses.
Date: January 27, 2003 /s/ Jean Vezina
--------------------------------
Jean Vezina
Vice President, Finance and
Chief Financial Officer
EXHIBITS
1. Controls and Procedures
2. Management's Discussion and Analysis - Pages 24 - 31 of Axcan's 2002 Annual
Report
3. Consolidated Financial Statements - Pages 33 - 65 of Axcan's 2002 Annual
Report
4. Certificates pursuant to Section 906 of Sarbanes-Oxley Act of 2002
5. Consent of Independent Public Accountants