Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) On November 4, 2009, the Board of Directors (the "Board") of Valeant
Pharmaceuticals International (the "Company") amended the Company's By-laws to
include certain additional provisions. The amendment of the By-laws was
effective immediately. Article II of the By-laws was amended to include a new
Section 12 setting forth procedures and requirements for any stockholder
business or proposal to be brought before an annual meeting of stockholders, and
to include a new Section 13 setting forth procedures and requirements for
stockholder nominations of persons for election to the Board at an annual
meeting of stockholders or a special meeting of stockholders.
The notice provisions of Sections 12 and 13 require notices of any
stockholder proposal or stockholder nomination, respectively, to be delivered to
or mailed and received at the principal executive offices of the Company not
less than 60 days nor more than 90 days prior to the scheduled date of the
stockholder meeting, regardless of any postponement, deferral or adjournment of
that meeting to a later date. In the event that the Company gives less than
70 days' notice or prior public disclosure of the date of the stockholder
meeting, such notices required by Section 12 or 13 must be delivered or received
not later than the close of business on the 10th day following the earlier of
(i) the day on which such notice of the date of the meeting was mailed or
(ii) the day on which such public disclosure was made.
Section 12 requires any stockholder giving notice of a proposal under
Section 12 to provide certain information enumerated in Section 12 regarding
such proposal and such stockholder, or such other information requested by the
Company. The stockholder giving such notice is also required to update such
information and such stockholder or a qualified representative of such
stockholder must also appear at the annual meeting to present the proposed
business.
Section 13 requires any stockholder nominating a person for election or
re-election to the Board to comply with the notice and information requirements
of Section 13. Section 13 also requires all nominees, whether nominated by the
Board or a stockholder, to provide certain information and make certain
representations and agreements, as enumerated in Section 13. The stockholder
giving such notice and such person so nominated are also required to update such
information and such stockholder or a qualified representative of such
stockholder must also appear at the meeting to present the nomination.
The notices required by Sections 12 and 13 must include information about the
interest of a stockholder giving the notice, and specified persons associated
with such stockholder, in the Company or its securities, including information
about investment intent and disclosures about any hedging activity or other
similar arrangements entered into by these persons.
No stockholder business or proposal will be conducted at the stockholders
annual meeting unless it is properly brought before the stockholders annual
meeting in accordance with the procedures set forth in Section 12. No person
shall be eligible for election as a director of the Company unless nominated in
accordance with the procedures set forth in Section 13.
A copy of the amendments to the By-laws, effective as of November 4, 2009
(the "Amendments to By-laws"), is attached hereto as Exhibit 99.1 and
incorporated herein by reference. The foregoing summary of the changes to the
terms of the By-laws is subject to, and qualified in its entirety by, the
Amendments to By-laws, which is attached to this current report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Amendments to By-laws of the registrant, effective as of November 4, 2009.
