8-K

UNITED STATES
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): October 5, 2004

Valeant Pharmaceuticals International

(Exact name of registrant as specified in its charter)

Delaware	1-11397	33-0628076
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3300 Hyland Avenue
Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (714) 545-0100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 3.03 Material Modification to Rights of Security Holders.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.1
EXHIBIT 4.1

Item 3.03 Material Modification to Rights of Security Holders.

     (a) On October 5, 2004, Valeant Pharmaceuticals International, a Delaware corporation (the “Registrant”), entered into an amendment (“Amendment No. 1”) to the Rights Agreement, dated as of November 2, 1994 (the “Rights Agreement”), by and between the Registrant and American Stock Transfer & Trust Company, as Rights Agent. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

     Amendment No. 1 amends the Rights Agreement to, among other things: (i) generally defer the occurrence of a Distribution Date until ten days after a Stock Acquisition Date; (ii) eliminate public announcement of an intention to commence a tender or exchange offer as a Distribution Date trigger; (iii) eliminate the 60-day limitation on exercisability of the Rights after an Acquiring Person becomes such; (iv) extend the Final Expiration Date of the Rights to November 1, 2009; (v) extend the period during which the Rights may be redeemed following the occurrence of a Stock Acquisition Date; and (vi) increase the exercise price of the Rights to $100 per right, subject to adjustment.

Item 9.01 Financial Statements and Exhibits.

     (c)      Exhibits.

3.1	Certificate of Designation, Preferences and Rights of Series A Participating Preferred Stock of Valeant Pharmaceuticals International, filed with the Secretary of State of the State of Delaware on October 6, 2004.
4.1	Amendment No. 1 to Rights Agreement, dated as of October 5, 2004, by and between Valeant Pharmaceuticals International and American Stock Transfer & Trust Company, as Rights Agent.

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.

Date: October 6, 2004	VALEANT PHARMACEUTICALS INTERNATIONAL
	By:	/s/  Bary G. Bailey
		Name:  Bary G. Bailey
		Title:    Executive Vice President              and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Designation, Preferences and Rights of Series A Participating Preferred Stock of Valeant Pharmaceuticals International, filed with the Secretary of State of the State of Delaware on October 6, 2004.
4.1	Amendment No. 1 to Rights Agreement, dated as of October 5, 2004, by and between Valeant Pharmaceuticals International and American Stock Transfer & Trust Company, as Rights Agent.

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF

SERIES A PARTICIPATING PREFERRED STOCK

OF

VALEANT PHARMACEUTICALS INTERNATIONAL

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

     The undersigned, Bary G. Bailey, Executive Vice President and Chief Financial Officer of Valeant Pharmaceuticals International, a Delaware corporation (the “Corporation”), hereby certifies that no shares of Series A Participating Preferred Stock of the Corporation (the “Series A Participating Preferred Stock”) have been issued and that pursuant to the authority granted to and vested in the Board of Directors of the Corporation (the “Board of Directors”) by the provisions of the Restated Certificate of Incorporation of the Corporation (the “Restated Certificate of Incorporation”), and pursuant to Sections 103 and 151 of the General Corporation Law of the State of Delaware, the Board of Directors adopted the following resolution designating additional shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), of the Corporation as “Series A Participating Preferred Stock”:

     RESOLVED, that pursuant to the authority vested in the Board of Directors pursuant to Section 1 of Subsection A.2. of Article Fourth of the Restated Certificate of Incorporation, one million (1,000,000) additional shares of Preferred Stock are hereby designated as “Series A Participating Preferred Stock” so that the total number of preferred shares of the Corporation designated as “Series A Participating Preferred Stock” is increased from one million (1,000,000) to two million (2,000,000) shares of Preferred Stock, and that the voting powers, preferences and relative, participating, optional and other special rights of the additional shares of Series A Participating Preferred Stock, and the qualifications, limitations or restrictions thereof are the same as those of the Series A Participating Preferred Stock set forth in the Restated Certificate of Incorporation.

     IN WITNESS WHEREOF, this Certificate of Designation has been executed by the undersigned as of this 5th day of October, 2004.

 

/s/  Bary G. Bailey

Bary G. Bailey
Executive Vice President and
Chief Financial Officer
 

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EX-4.1

EXHIBIT 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

AMENDMENT NO. 1, dated as of October 5, 2004 (this “Amendment”), to the Rights Agreement, dated as of November 2, 1994 (the “Rights Agreement”), between Valeant Pharmaceuticals International, a Delaware corporation (the “Corporation”), and American Stock Transfer & Trust Company (the “Rights Agent”).

     WHEREAS, the Corporation and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein);

     WHEREAS, the Corporation and the Rights Agent desire to amend the Rights Agreement in accordance with Section 26 of the Rights Agreement;

     WHEREAS, the Board of Directors of the Corporation has authorized and adopted this Amendment at a meeting of directors duly called and held;

     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows:

     1. The first sentence of Section 3(a) of the Rights Agreement is amended and restated in its entirety as follows:

“Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or (ii) the close of business on the tenth day (or such later date as may be determined by action of the Corporation’s Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights), the earlier of such dates being herein referred to as the “Distribution Date,” (x) the Rights will be evidenced by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer.”

     2. Section 7(a) of the Rights Agreement is amended to delete the date of “November 1, 2004” and insert in lieu thereof the date of “November 1, 2009” as the Final Expiration Date.

     3. The first sentence of Section 7(b) of the Rights Agreement is amended and restated in its entirety as follows:

“The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall, as of October 5, 2004, be $100, subject to adjustment from time to time thereafter as provided in the next sentence and in Sections 11 and 13(a) hereof and shall be payable in accordance with paragraph (c) below.”

     4. Section 11(a)(ii) of the Rights Agreement is amended to delete the phrase “, for a period of 60 days after the later of the occurrence of any such event or the effective date of an appropriate registration statement under the Act pursuant to Section 9 hereof,”.

     5. Section 23(a)(i) of the Rights Agreement is amended and restated in its entirety as follows:

“The Board of Directors of the Corporation may, at its option, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”), at any time prior to the earlier of (x) the close of business on the tenth day after the Stock Acquisition Date or (y) the Final Expiration Date.”

     6. Section 23(a)(ii) of the Rights Agreement is deleted.

     7. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.

     8. This Amendment shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

     9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

Attest:
By:	/s/  Christina de Vaca
	Name:  Christina de Vaca
	Title:    Chief Governance Officer              and Corporate Secretary
Attest:
By:	/s/  Susan Silber
	Name:  Susan Silber
	Title:    Assistant Secretary

VALEANT PHARMACEUTICALS INTERNATIONAL
By:	/s/  Bary G. Bailey
	Name:  Bary G. Bailey
	Title:    Executive Vice President              and Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:	/s/  Herbert J. Lemmer
	Name:    Herbert J. Lemmer
	Title:      Vice President

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