As filed with the Securities and Exchange Commission on August 9, 2002.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AXCAN PHARMA INC.
(Exact name of registrant as specified in its charter)
Canada N/A
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
597 Laurier Blvd., Mont St-Hillaire
Quebec, Canada J3H 6C4
(Address of Principal Executive Offices)
Axcan Pharma Inc. Stock Option Plan
As Amended And Restated On January 9, 2002
(Full title of the plan)
CT Corporation System Copies to:
111 8th Avenue, 13th Floor Wayne Shortridge
New York, New York 10011 Paul, Hastings, Janofsky & Walker LLP
(Name, address and telephone number, Twenty-fourth Floor
including area code, of agent for 600 Peachtree Street
service) Atlanta, Georgia 30308
Telephone: (404) 815-2400
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed maximum offering Proposed maximum
Title of each class of Amount to be price per aggregate offering Amount of
securities to be registered registered (1) share(1)(2) price (2) registration fee(1)
--------------------------------------------------------------------------------------------------------------------------
Common Stock 4,500,000 (2) $58,246,900 $10,434.45(3)
===========================================================================================================================
Common Stock Purchase Rights 4,500,000 -- -- $ 92.00(3)(4)
===========================================================================================================================
(1) 2,590,000 shares of the Registrant's Common Stock were previously
registered pursuant to the Registrant's Registration Statement on Form
S-8, Registration No. 333-75200 (the "Original Registration Statement")
with respect to the Axcan Pharma Inc. Stock Option Plan as Amended and
Restated on December 19, 2000 (the "2000 Plan"). The Registrant paid a
filing fee of $8,252.00 in connection with the registration of its
Common Stock pursuant to the Original Registration Statement. The
Registrant has not completed distribution of Common Stock registered
pursuant to the Original Registration Statement. The 2000 Plan was
amended to increase the number of shares available for issuance
thereunder and is now known as the Axcan Pharma Inc. Stock Option Plan
as Amended and Restated on January 9, 2002 (the "2002 Plan"). This
Registration Statement on Form S-8 is filed to register an additional
1,910,000 shares of Common Stock with respect to the 2002 Plan. In
accordance with General Instruction E to Form S-8, the Registrant
incorporates by reference the contents of the Original Registration
Statement, filed on December 14, 2001. Upon a stock split, stock
dividend or similar transaction in the future and during the
effectiveness of this Registration Statement involving the Registrant's
Common Stock, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
Calculation of this price is based upon the average high and low prices
of the Common Stock as reported on The Nasdaq Stock Market's National
System on December 10, 2001, for the shares registered by the Original
Registration Statement, and on August 5, 2002, for the additional
shares included in this Registration Statement. For this reason the
proposed maximum offering price per share is $13.33 for the 2,590,000
shares registered in the Original Registration Statement, and $12.42
for the 1,910,000 additional shares included in this Registration
Statement.
(3) $8,252 of this fee was paid with the filing of the Original
Registration Statement. The remaining $2,274.45, due as the result of
the inclusion of additional Common Stock and Common Stock Purchase
Rights, is being paid herewith.
(4) Rights are attached to and trade with the Registrant's Common Stock.
Value attributable to such Rights, if any, is reflected in the market
price of the Common Stock. The fee paid represents the minimum
statutory fee pursuant to Section 6(b) of the Securities Act of 1933.
EXPLANATORY NOTE
As permitted by General Instruction E to form S-8, this Registration
Statement incorporates by reference the information contained in the
Registrant's Registration Statement on Form S-8, registration no. 333-75200 with
respect to the Axcan Pharma Inc. Stock Option Plan as Amended and Restated on
December 19, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Interests of Named Experts and Counsel
The opinion as to the legality of the Common Stock registered hereunder
was rendered by Leger Robic Richard, g.p. Francois Painchaud is a Director and
the Secretary of the Registrant and is a partner in Leger Robic Richard, g.p.
Item 2. Exhibits
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number Description of Exhibit
-------------- ----------------------
4.1 Axcan Pharma Inc. Stock Option Plan as Amended
and Restated on January 9, 2002.
5 Opinion of Leger Robic Richard, g.p.
23.1 Consent of Raymond Chabot Grant Thornton, general
partnership.
23.3 Consent of Leger Robic Richard, g.p. (contained
in Exhibit 5).
24 Power of Attorney (contained on signature page
of Registration Statement).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, Country of Canada, on
this 9th day of August, 2002.
AXCAN PHARMA INC.
By: /s/ Leon F. Gosselin
--------------------------------
Leon F. Gosselin
President and Chief Executive Officer
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Axcan Pharma Inc. in the
United States, in the City of Birmingham, Alabama, on this 9th of August, 2002.
AXCAN SCANDIPHARM, INC.
(Authorized U.S. Representative)
By: /s/ David W. Mims
--------------------------------
David W. Mims
Vice-Chairman of the Board
S-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leon F. Gosselin and Jean Vezina, jointly
and severally, his attorneys-in-fact, each with power of substitution for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with the exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Leon F. Gosselin President, Chief Executive Officer August 9, 2002
- ------------------------------------ and Director (principal executive
Leon F. Gosselin officer)
/s/ David W. Mims Executive Vice President and Chief August 9, 2002
- ------------------------------------ Operating Officer and Director
David W. Mims
/s/ Francois Painchaud Secretary and Director August 9, 2002
- ------------------------------------
Francois Painchaud
/s/ Jacques Gauthier Director August 9, 2002
- ------------------------------------
Jacques Gauthier
/s/ Louis P. Lacasse Director August 9, 2002
- ------------------------------------
Louis P. Lacasse
/s/ Colin R. Mallet Director July 11, 2002
- ------------------------------------
Colin R. Mallet
/s/ Dr. Claude Sauriol Director August 9, 2002
- ------------------------------------
Dr. Claude Sauriol
/s/ Jean Sauriol Director August 9, 2002
- ------------------------------------
Jean Sauriol
Director ______________
- ------------------------------------
Liza Page Nelson
/s/ Michael M. Tarnow Director August 9, 2002
- ------------------------------------
Michael M. Tarnow
/s/ Jean Vezina Vice President, Finance and Chief August 9, 2002
- ------------------------------------ Financial Officer (principal
Jean Vezina financial officer and principal
accounting officer)
S-2
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
4.1 Axcan Pharma Inc. Stock Option Plan as Amended and
Restated on January 9, 2002.
5 Opinion of Leger Robic Richard, g.p.
23.1 Consent of Raymond Chabot Grant Thornton, general
partnership.
23.3 Consent of Leger Robic Richard, g.p (contained in
Exhibit 5).
24 Power of Attorney (contained on signature page of
Registration Statement).