8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Valeant Pharmaceuticals International

(Exact name of registrant as specified in its charter)

Delaware	33-0628076
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
One Enterprise Aliso Viejo, California	92656
(Address of principal executive offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates: __________ (if applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
Preferred Stock Purchase Rights)	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

TABLE OF CONTENTS

	Item 1. Description of Registrant’s Securities to be Registered.
	Item 2. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 4.3

Item 1. Description of Registrant’s Securities to be Registered.

     On June 5, 2008, Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent entered into Amendment No. 2 (“Amendment No. 2”) to the Rights Agreement by and between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of November 2, 1994, as amended by Amendment No. 1 to the Rights Agreement, dated as of October 5, 2004 (“Amendment No. 1”, and as so amended, the “Rights Agreement”).

     Amendment No. 2 amends the Rights Agreement to exempt an “Institutional Investor” owning less than 20% of the Company’s then-outstanding Common Stock from being an “Acquiring Person” under the Rights Agreement. Amendment No. 2 defines an “Institutional Investor” as a person principally engaged in the business of investing funds who acquires the Common Stock of the Company in the ordinary course of its business, so long as such person, without the prior consent of the Company’s Board of Directors, does not (i) make or in any way participate in any solicitation of proxies to vote, or attempt to advise or influence any person with respect to the voting of, any voting securities of the Company, or publicly announce any intention with respect to any of the foregoing, (ii) make any public announcement with respect to a proposal for, or offer of any merger, business combination, tender offer, exchange offer, recapitalization, reorganization, purchase of a material portion of the assets or properties of the Company or other similar extraordinary transaction involving the Company or its securities, or (iii) form, join or in any way participate in a group with respect to any securities of the Company or otherwise in connection with any of the foregoing. Except to the extent expressly modified by Amendment No. 2, the Rights Agreement, as previously amended by Amendment No. 1, remains in full force and effect in all respects.

     A copy of the Rights Agreement was previously filed as Exhibit 4.3 to the Company’s Registration Statement on Form 8-A filed on November 10, 1994, and incorporated herein by reference. A copy of Amendment No. 1 was previously filed as Amendment No. 3 to the Company’s Registration Statement on Form 8-A/A filed on October 6, 2004, and is incorporated herein by reference. The foregoing description of Amendment No. 2 is qualified in its entirety by the full text of Amendment No. 2 which is attached hereto as Exhibit 4.3 and incorporated herein by reference.

Item 2. Exhibits.

3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2003, filed by the Company on November 12, 2003).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated February 25, 2008, filed by the Company on February 25, 2008).
4.1	Form of Rights Agreement, dated as of November 2, 1994, by and between Valeant Pharmaceuticals International and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form 8-A, filed by the Company on November 10, 1994).
4.2	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 (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Company’s Registration Statement on Form 8-A/A, filed by the Company on October 6, 2004).
4.3	Amendment No. 2 to Rights Agreement, dated as of June 5, 2008, by and between Valeant Pharmaceuticals International and American Stock Transfer & Trust Company, as Rights Agent.

SIGNATURE

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.

VALEANT PHARMACEUTICALS INTERNATIONAL
By:	/s/ Eileen C. Pruette
	Eileen C. Pruette
	Executive Vice President, General Counsel

Dated: June 5, 2008

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2003, filed by the Company on November 12, 2003).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated February 25, 2008, filed by the Company on February 25, 2008).
4.1	Form of Rights Agreement, dated as of November 2, 1994, by and between Valeant Pharmaceuticals International and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form 8-A, filed by the Company on November 10, 1994).
4.2	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 (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Company’s Registration Statement on Form 8-A/A, filed by the Company on October 6, 2004).
4.3	Amendment No. 2 to Rights Agreement, dated as of June 5, 2008, by and between Valeant Pharmaceuticals International and American Stock Transfer & Trust Company, as Rights Agent.

EX-4.3

EXHIBIT 4.3

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

This AMENDMENT NO. 2 to the Rights Agreement (this “Amendment”), is entered into by and between Valeant Pharmaceuticals International, a Delaware corporation (the “Corporation”), and American Stock Transfer & Trust Company, as Right Agent (the “Rights Agent”).

     WHEREAS, the Corporation and the Rights Agent are parties to that certain Rights Agreement dated as of November 2, 1994, as amended by Amendment No. 1 to the Rights Agreement dated as of October 5, 2004 (“Amendment No. 1” and as so amended by Amendment No. 1, the “Rights Agreement”)

     WHEREAS, the Rights Agreement contains terms defining an Acquiring Person;

     WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interest of the Corporation and it stockholders to amend the Rights Agreement to change such terms as set forth herein and the Rights Agent has agreed to such amendment;

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

     WHEREAS, pursuant to Section 26 of the Rights Agreement, the Rights Agreement may be amended as set forth herein without the approval of the Rights Agent and the Rights Agent shall execute such an amendment upon receipt of a certificate from an appropriate officer of the Corporation that states that such amendment is in compliance with Section 26;

     WHEREAS, unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings given to them in the Rights Agreement.

     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. Section 1(a) of the Rights Agreement is amended so that each reference to “the Beneficial Owner of 15% or more of the then outstanding shares of Common Stock” in the definition of “Acquiring Person” shall read “the Beneficial Owner of 15% or more (or if such Person is an Institutional Investor, 20% or more) of the then outstanding shares of Common Stock”.

2. Section 1 is amended so as to add the following definition of “Exchange Act” as Section 1(i) after “Distribution Date”, and renumbering the definitions that follow the definition of “Exchange Act”:

“(i) Exchange Act shall mean the Securities Exchange Act of 1934, as amended.”

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3. Section 1 is amended so as to add the following definition of “Institutional Investor” as Section 1(k) after the definition of “Final Expiration Date”, and renumbering the definitions that follow the definition of “Institutional Investor”:

“(k) Institutional Investor shall mean a Person who is principally engaged in the business of managing investment funds and is the Beneficial Owner of shares of Common Stock acquired pursuant to investment activities undertaken in the ordinary course of such Person’s business, so long as such Person, without the prior approval of the Board of Directors of the Corporation, does not (i) make or in any way participate in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or attempt to advise or influence any person with respect to the voting of, any voting securities of the Corporation, or publicly announce any intention with respect to any of the foregoing, (ii) make any public announcement with respect to a proposal for, or offer of any merger, business combination, tender offer, exchange offer, recapitalization, reorganization, purchase of a material portion of the assets or properties of the Corporation or other similar extraordinary transaction involving the Corporation or its securities, or (iii) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) with respect to any securities of the Corporation or otherwise in connection with any of the foregoing.”

4. Clause (y) of Section 23(a)(ii) is amended and restated in its entirety as follows:

“(y)(aa) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 15% (or in the case of an Institutional Investor, 20%) of the shares of Common Stock and (bb) at the time of redemption no other Persons are Acquiring Persons.”

5. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as previously amended by Amendment No. 1 and as amended hereby.

6. Except as modified by this Amendment, the Rights Agreement, as previously amended by Amendment No. 1, shall remain in full force and effect without any modification. This Amendment shall be deemed an amendment to the Rights Agreement and shall become effective when executed and delivered by the Corporation and the Rights Agent.

7. Except as and to the extent expressly modified by this Amendment, the Rights Agreement, as previously amended by Amendment No. 1, and the exhibits thereto, shall remain in full force and effect in all respects. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement, as previously amended by Amendment No. 1, and the exhibits thereto, the provisions of this Amendment shall govern.

8. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

9. The Corporation certifies to the Rights Agent that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement, and that the Rights Agent is entitled to rely upon such certification.

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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.

VALEANT PHARMACEUTICALS INTERNATIONAL

By:		/s/ J. Michael Pearson
	Name:	J. Michael Pearson
	Title:	Chairman and Chief Executive Officer

AMERICAN STOCK TRANSFER & TRUST COMPANY

By:		/s/ Herbert J. Lemmer
	Name:	Herbert J. Lemmer
	Title:	Vice President

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