0001418812-11-000026.txt : 20110308 0001418812-11-000026.hdr.sgml : 20110308 20110308194246 ACCESSION NUMBER: 0001418812-11-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110305 FILED AS OF DATE: 20110308 DATE AS OF CHANGE: 20110308 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Valeant Pharmaceuticals International, Inc. CENTRAL INDEX KEY: 0000885590 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7150 MISSISSAUGA ROAD STREET 2: MISSISSAUGA CITY: ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 905 286-3000 MAIL ADDRESS: STREET 1: 7150 MISSISSAUGA ROAD STREET 2: MISSISSAUGA CITY: ONTARIO STATE: A6 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BIOVAIL Corp DATE OF NAME CHANGE: 20100416 FORMER COMPANY: FORMER CONFORMED NAME: BIOVAIL CORP INTERNATIONAL DATE OF NAME CHANGE: 19960522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14956 FILM NUMBER: 11673368 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14956 FILM NUMBER: 11673367 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners I, LLC CENTRAL INDEX KEY: 0001418812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14956 FILM NUMBER: 11673369 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC CENTRAL INDEX KEY: 0001418813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14956 FILM NUMBER: 11673366 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings, L.P. CENTRAL INDEX KEY: 0001418814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14956 FILM NUMBER: 11673371 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P. CENTRAL INDEX KEY: 0001464912 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14956 FILM NUMBER: 11673370 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2011-03-05 0 0000885590 Valeant Pharmaceuticals International, Inc. VRX 0001418814 ValueAct Holdings, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See remarks 0001464912 ValueAct Capital Master Fund, L.P. 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See remarks 0001418812 VA Partners I, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See remarks 0001351069 ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See remarks 0001351073 ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See remarks 0001418813 ValueAct Holdings GP, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See remarks Common Stock, no par value 19593482 I See footnotes Deferred Share Units 2011-03-05 4 A 0 1319 0 A Common Stock, no par value 1319 1319 D The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Represents an awarrd of Deferred Share Units (DSU) to G. Mason Morfit as a Director of the Issuer. Each DSU entitles its holder, upon ceasing to be a Director, to receive an amount of cash having the same value as one share of Common Stock, no par value, of Valeant Pharmaceuticals International, Inc. at such time. Under an agreement with ValueAct Capital, G. Mason Morfit is deemed to hold the restricted share units for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueActHoldings, L.P. -The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. -G. Mason Morfit, a member of the management board of ValueAct Holdings GP, LLC, serves on the board of directors of the Issuer. As a result, the reporting persons herein may be deemed directors by deputization. Joint Filer Information: Name:ValueAct Capital Master Fund, L.P. Address:435 Pacific Ave, 4th Floor, San Francisco, CA 94133 Designated Filer:ValueAct Holdings, L.P. Issuer & Ticker:Valeant Pharmaceuticals International, Inc. (VRX) Date of Event Requiring Statement:03/05/2011 Name:VA Partners I, LLC Address:435 Pacific Ave, 4th Floor, San Francisco, CA 94133 Designated Filer:ValueAct Holdings, L.P. Issuer & Ticker:Valeant Pharmaceuticals International, Inc. (VRX) Date of Event Requiring Statement:03/05/2011 Name:ValueAct Capital Management, L.P. Address:435 Pacific Ave, 4th Floor, San Francisco, CA 94133 Designated Filer:ValueAct Holdings, L.P. Issuer & Ticker:Valeant Pharmaceuticals International, Inc. (VRX) Date of Event Requiring Statement:03/05/2011 Name:ValueAct Capital Management, LLC Address:435 Pacific Ave, 4th Floor, San Francisco, CA 94133 Designated Filer:ValueAct Holdings, L.P. Issuer & Ticker:Valeant Pharmaceuticals International, Inc. (VRX) Date of Event Requiring Statement:03/05/2011 Name:ValueAct Holdings GP, LLC Address:435 Pacific Ave, 4th Floor, San Francisco, CA 94133 Designated Filer:ValueAct Holdings, L.P. Issuer & Ticker:Valeant Pharmaceuticals International, Inc. (VRX) Date of Event Requiring Statement:03/05/2011 VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2011-03-08 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2011-03-08 VA PARTNERS I, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2011-03-08 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2011-03-08 VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2011-03-08 VALUEACT HOLDINGS GP, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2011-03-08