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| SLXP > SEC Filings for SLXP > Form 8-K on 19-Nov-2009 | All Recent SEC Filings |
19-Nov-2009
Regulation FD Disclosure, Other Events, Financial Statements and Exhibi
On November 18, 2009, Salix Pharmaceuticals, Ltd. issued a press release announcing the pricing of the offering of the Shares (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On November 18, 2009, Salix entered into an Underwriting Agreement (the "Underwriting Agreement") with Jefferies & Company, Inc. (the "Underwriter"), that provides for the issuance and sale by Salix, and the purchase by the Underwriter, of 5,500,000 shares of Salix common stock (the "Firm Shares"). The Underwriter is offering the Firm Shares at an initial offering price to the public of $21.00 per share. Under the terms of the Underwriting Agreement, the Underwriter has an option, exercisable for 30 days, to purchase up to an additional 825,000 shares of Salix common stock to cover over-allotments, if any (the "Option Shares" and together with the Firm Shares, the "Shares"). Salix expects to consummate the sale of the Firm Shares to the Underwriter, which is subject to the closing conditions specified in the Underwriting Agreement, no later than November 23, 2009. The foregoing is a summary description of certain terms of the Underwriting Agreement and, by its nature, is incomplete. It is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Report and incorporated herein by reference. All readers are encouraged to read the entire text of the Underwriting Agreement. The Underwriting Agreement is also filed with reference to, and is hereby made an exhibit to, the Registration Statement (as defined below).
The Shares have been registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-163151), which was declared effective on November 17, 2009.
The legal opinion of Wyrick Robbins Yates & Ponton LLP as to the validity of the Shares is attached hereto as Exhibit 5.1 and is filed with reference to, and is hereby made an exhibit to, the Registration Statement. The opinion also contains the consent of Wyrick Robbins Yates & Ponton LLP to the filing of its opinion as an exhibit to the Registration Statement, which consent is also filed with reference to, and hereby made an exhibit to, the Registration Statement.
(d) Exhibits
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Exhibit No. Description
1.1 Underwriting Agreement dated November 18, 2009 by and between the
Company and Jefferies & Company, Inc.
5.1 Opinion of Wyrick Robbins Yates & Ponton LLP.
99.1 Press release dated November 18, 2009.
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