As Filed with the Securities and Exchange Commission on February 2, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VALEANT PHARMACEUTICALS INTERNATIONAL
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
33-0628076 (I.R.S. Employer Identification Number) |
3300 Hyland Avenue
Costa Mesa, CA 92626
(714) 545-0100
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrants Principal Executive Offices)
Eileen C. Pruette
Executive Vice President, General Counsel
Valeant Pharmaceuticals International
3300 Hyland Avenue
Costa Mesa, CA 92626
(714) 545-0100
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
William T. Manierre, Esq.
Sheppard Mullin Richter & Hampton LLP
Four Embarcadero Center, 17th Floor
San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
Amount to be | Proposed Maximum | Proposed Maximum | Amount of | |||||
Title of Each Class of Securities to be Registered | Registered | Offering Price Per unit | Aggregate Offering Price (2) | Registration Fee (3) | ||||
Common Stock, par value $.01 per share (1) | $20,312,500(2) | (2) | $20,312,500(2) | $2,390.78(3) | ||||
(1) | Includes associated preferred stock purchase rights (Rights) to purchase 1/100 of a share of Series A Participating Preferred Stock, par value $0.01 per share, subject to adjustment. Rights initially are attached to and trade with the common stock of the Registrant and will not be exercisable until the occurrence of specified events. |
(2) | This Registration Statement relates to the Registrants Registration Statement on Form S-3 (Registration No. 333-10661) (the Prior Registration Statement). In accordance with Rule 462(b) of the Securities and Exchange Commissions Rules and Regulations under the Securities Act of 1933, as amended, the proposed maximum aggregate offering price of securities eligible to be sold under the Prior Registration Statement ($101,562,500) is carried forward to this Registration Statement and an additional amount of securities having a proposed maximum aggregate offering price of $20,312,500 is registered hereby. |
(3) | $2,390.78 is paid pursuant to this Registration Statement. The filing fee for the Prior Registration Statement was paid at the time of registration. |
EXPLANATORY NOTE | ||||||||
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS | ||||||||
Item 16. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 15 | ||||||||
EXHIBIT 23.1 | ||||||||
EXHIBIT 23.2 |
EXPLANATORY NOTE
This Registration Statement is filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of registering additional securities of the same class as were included in the Registrants Registration Statement on Form S-3 (File No. 333-10661), as amended, which Registration Statement is hereby incorporated by reference into this Registration Statement.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
All exhibits filed with or incorporated by reference in Registration Statement No. 333-10661 as amended and supplemented are incorporated by reference into, and shall be deemed a part of this registration statement, except the following which are filed herewith.
Exhibit Number |
Description | |
5.1
|
Opinion of Sheppard Mullin Richter & Hampton LLP, with respect to the legality of shares registered | |
15
|
Awareness Letter of Independent Registered Public Accounting Firm | |
23.1
|
Consent of PricewaterhouseCoopers LLP | |
23.2
|
Consent of Deloitte & Touche LLP, Independent Auditors | |
23.3
|
Consent of Sheppard Mullin Richter & Hampton LLP (included in its opinion filed as Exhibit 5.1 hereto) |
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California, on February 2, 2005.
VALEANT PHARMACEUTICALS INTERNATIONAL | ||||
By: | /s/ Timothy C. Tyson | |||
Timothy C. Tyson, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Timothy C. Tyson
Timothy C. Tyson |
President, Chief Executive Officer and Director (Principal Executive Officer) | February 2, 2005 | ||
/s/ Bary G. Bailey
Bary G. Bailey |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 2, 2005 | ||
/s/ Robert W. OLeary
Robert W. OLeary |
Chairman of the Board | February 2, 2005 | ||
/s/ Randy H. Thurman
Randy H. Thurman |
Director | February 2, 2005 | ||
/s/ Edward A. Burkhardt
Edward A. Burkhardt |
Director | February 2, 2005 | ||
/s/ Robert A. Ingram
Robert A. Ingram |
Director | February 2, 2005 | ||
/s/ Richard H. Koppes
Richard H. Koppes |
Director | February 2, 2005 | ||
/s/ Larry Kugelman
Larry Kugelman |
Director | February 2, 2005 | ||
/s/ Theodose Melas-Kyriazi
Theodose Melas-Kyriazi |
Director | February 2, 2005 | ||
/s/ Elaine S. Ullian
Elaine S. Ullian |
Director | February 2, 2005 |
EXHIBIT INDEX
Exhibit Number |
Description | |
5.1
|
Opinion of Sheppard Mullin Richter & Hampton LLP, with respect to the legality of shares registered | |
15
|
Awareness Letter of Independent Registered Public Accounting Firm | |
23.1
|
Consent of PricewaterhouseCoopers LLP | |
23.2
|
Consent of Deloitte & Touche LLP, Independent Auditors | |
23.3
|
Consent of Sheppard Mullin Richter & Hampton LLP (included in its opinion filed as Exhibit 5.1 hereto) |