##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 VALEANT PHARMACEUTICALS INTERNATIONAL
  
 
 
 VALEANT PHARMACEUTICALS INTERNATIONAL 2006 EQUITY INCENTIVE PLAN
  
 with copies to
 
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 CALCULATION OF REGISTRATION FEE
 Proposed
    
    
    ProposedTitle of
    
    
    Amount
    
    
    Maximum
    
    
    Maximum
    
    
    Amount ofSecurities To
    
    
    To Be
    
    
    Offering Price
    
    
    Aggregate
    
    
    RegistrationBe Registered
    
    
    Registered(1)
    
    
    Per Share(2)
    
    
    Offering Price(2)
    
    
    FeeCommon Stock, $.01
par value per share
    
    
    
    4,840,000
    
    
    
    $
    21.115
    
    
    
    $
    102,196,600
    
    
    
    $
    4,016.33
 (1)
    
    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also registers such indeterminate number
of additional shares issuable under the 2006 Equity Incentive Plan
(the Plan) as set forth herein that may become issuable under the
plan in connection with stock splits, stock dividends,
recapitalizations or similar transactions effected without receipt of
consideration that increases the number of outstanding shares of the
Registrants Common Stock.(2)
    
    Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) and 457(c) under the
Securities Act of 1933, as amended. The price per share and aggregate
offering price are based upon the average of the high and low prices
of the Registrants Common Stock as reported by the New York Stock
Exchange on January 21, 2009, which was $21.115.




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TABLE OF CONTENTS  SIGNATURESEXHIBIT INDEXEX-5.1EX-23.1    Table of Contents  INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-142651 AND 333-109879
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EXHIBITS
 3.1
    
    
    
    Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registrants Form 10-Q for the quarter ended
September 30, 2003, filed by the Registrant on November 12, 2003)3.2
    
    
    
    Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1
to the Registrants Current Report on Form 8-K, filed by the
Registrant on February 25, 2008).3.3
    
    
    
    Certificate of Correction to Restated Certificate of Incorporation,
dated April 3, 2006 (incorporated by reference to Exhibit 3.3 to the
Registrants Form 10-Q for the quarter ended September 30, 2007,
filed by the Registrant on November 8, 2007)4.1
    
    
    
    Form of Rights Agreement (incorporated by reference to Exhibit 4 to
the Registrants Registration Statement on Form S-4, filed by the
Registrant on September 30, 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 Registrants Registration
Statement on Form 8-A/A, filed by the Registrant 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 (incorporated by reference
to Exhibit 4.3 to Amendment No. 4 to the Registrants Registration
Statement on Form 8-A/A, filed by the Registrant on June 6, 2008).4.4
    
    
    
    Valeant Pharmaceuticals International 2006 Equity Incentive Plan, as
amended (incorporated by reference to Annex E to the Registrants
Definitive Proxy Statement on Schedule 14A filed by the Registrant on
April 4, 2008).5.1
    
    
    
    Opinion of Cooley Godward Kronish LLP regarding the legality of the
shares of Common Stock covered by the Registration Statement.23.1
    
    
    
    Consent of Independent Accountants.23.2
    
    
    
    Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).24.1
    
    
    
    Power of Attorney is contained on signature page hereto.
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SIGNATURES
  VALEANT PHARMACEUTICALS INTERNATIONALBy: /s/ J. Michael PearsonName: J. Michael PearsonTitle: Chief Executive Officer and Chairman of the Board
 POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ J. Michael Pearson
J. Michael Pearson
    
    Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
    
    January 23, 2009/s/ Peter J. Blott
Peter J. Blott
    
    Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    January 18, 2009/s/ Robert A. Ingram
Robert A. Ingram
    
    Director
    
    January 21, 2009/s/ Richard H. Koppes
Richard H. Koppes
    
    Director
    
    January 20, 2009/s/ Lawrence N. Kugelman
Lawrence N. Kugelman
    
    Director
    
    January 23, 2009/s/ Anders Lönner
Anders Lönner
    
    Director
    
    January 20, 2009
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Signature
    
    Title
    
    Date/s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
    
    Director
    
    January 23, 2009/s/ G. Mason Morfit
G. Mason Morfit
    
    Director
    
    January 23, 2009/s/ Norma A. Provencio
Norma A. Provencio
    
    Director
    
    January 23, 2009
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##### Table of Contents



EXHIBIT INDEX
 3.1
    
    
    
    Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registrants Form 10-Q for the quarter ended
September 30, 2003, filed by the Registrant on November 12, 2003)3.2
    
    
    
    Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1
to the Registrants Current Report on Form 8-K, filed by the
Registrant on February 25, 2008).3.3
    
    
    
    Certificate of Correction to Restated Certificate of Incorporation,
dated April 3, 2006 (incorporated by reference to Exhibit 3.3 to the
Registrants Form 10-Q for the quarter ended September 30, 2007,
filed by the Registrant on November 8, 2007)4.1
    
    
    
    Form of Rights Agreement (incorporated by reference to Exhibit 4 to
the Registrants Registration Statement on Form S-4, filed by the
Registrant on September 30, 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 Registrants Registration
Statement on Form 8-A/A, filed by the Registrant 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 (incorporated by reference
to Exhibit 4.3 to Amendment No. 4 to the Registrants Registration
Statement on Form 8-A/A, filed by the Registrant on June 6, 2008).4.4
    
    
    
    Valeant Pharmaceuticals International 2006 Equity Incentive Plan, as
amended (incorporated by reference to Annex E to the Registrants
Definitive Proxy Statement on Schedule 14A filed by the Registrant on
April 4, 2008).5.1
    
    
    
    Opinion of Cooley Godward Kronish LLP regarding the legality of the
shares of Common Stock covered by the Registration Statement.23.1
    
    
    
    Consent of Independent Accountants.23.2
    
    
    
    Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).24.1
    
    
    
    Power of Attorney is contained on signature page hereto.
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