UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): March 2, 2011 (March 2, 2011)
Valeant Pharmaceuticals International, Inc.
(Exact name of registrant as specified in its charter)
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Canada
(State or other jurisdiction of
incorporation or organization)
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001-14956
(Commission File Number)
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98-0448205
(I.R.S Employer
Identification No.) |
7150 Mississauga Road,
Mississauga, Ontario,
Canada L5N 8M5
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code): (905) 286-3000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
Valeant Pharmaceuticals International, Inc. (the Company) is filing this Current Report on Form
8-K/A to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on
November 26, 2010 (the November Form 8-K). The Company is filing this Form 8-K/A to amend the
November Form 8-K to update the disclosure under Item 4.01.
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Item 4.01. |
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Changes in Registrants Certifying Accountant. |
As previously disclosed in the November Form 8-K, the Company notified Ernst & Young LLP (E&Y)
and PricewaterhouseCoopers LLP (PwC) that the Companys Audit Committee (the Audit Committee)
determined to recommend to the Companys Board of Directors (the Board) that, at the Companys
annual meeting of shareholders in 2011, the Board recommend that shareholders appoint PwC as the
Companys independent registered public accountant for the fiscal year ending December 31, 2011.
E&Y continued to serve as the Companys independent registered public accountant engaged to audit
the Companys consolidated financial statements as of and for the period ending December 31, 2010.
The Company expects that, based on the recommendation of the Companys Audit Committee, the Board
will (i) appoint PwC as the Companys independent registered public accountant until the close of
the upcoming 2011 annual meeting of shareholders and (ii) recommend that shareholders appoint PwC
as the Companys independent registered public accountant to serve until the close of the Companys
2012 annual meeting of shareholders. The Company and E&Y have agreed that E&Y shall continue to
serve as the Companys independent registered public accountant until such time as the Board
appoints PwC to serve as the Companys independent registered public accountant.
The audit report of E&Y on the consolidated financial statements of the Company as of and for each
of the two fiscal years ended December 31, 2010 and 2009 did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the
Companys fiscal years ended December 31, 2010 and 2009, and in the Companys subsequent
interim period from January 1, 2011 through March 1, 2011, (i) there were no
disagreements with E&Y on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to E&Ys
satisfaction, would have caused E&Y to make reference to the subject matter of the disagreement in
connection with its report, and (ii) there were no reportable events of the type described in Item
304(a)(1)(v) of Regulation S-K.
The Company provided E&Y with a copy of this report and requested that E&Y provide a letter
addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the
foregoing statements. A copy of this letter from E&Y, dated March 2, 2011, is attached hereto as
Exhibit 16.1.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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16.1 |
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Letter, dated March 2, 2011, from Ernst & Young LLP. |