Table of Contents

~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~Form~~ FORM 8-K

CURRENT REPORT ~~PURSUANT~~ ~~TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~Earliest Event Reported): August 31, 2011~~

~~APTALIS~~The ~~PHARMA~~Securities ~~INC.~~Exchange Act of 1934

~~(Exact~~Date ~~Name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~its~~event ~~Charter~~reported): October 21, 2011

Delaware		333-153896		74-3249870
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

APTALIS PHARMA INC.

22(Exact ~~Inverness~~name ~~Center~~of ~~Parkway Suite 310 Birmingham,~~registrant ALas ~~35242 (Address~~specified ofin ~~Principal~~its ~~Executive Offices~~charter) ~~(Zip Code)~~

(205) 991-8085 (Registrant’s telephone number, including area code)


Delaware	333-153896	74-3249870
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

~~AXCAN~~22 ~~INTERMEDIATE~~Inverness ~~HOLDINGS~~Center ~~INC. (Former~~Parkway ~~Name or Former Address, if Changed Since Last Report)~~

~~Check~~Suite ~~the~~310 ~~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:~~

oBirmingham, ~~Written~~AL ~~communications~~35242 pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~(Address OFof ~~CONTENTS~~principal executive offices) (Zip Code)

~~Item~~Registrant’s ~~2.01~~telephone ~~Completion~~number, ofincluding ~~Acquisition~~area orcode: ~~Disposition of Assets Item 2.03 Creation of a Direct Financial Obligtion or an Obligation under an Off~~(205) 991-~~Balance~~8085 ~~Sheet Arrangement of a Registrant Item 9.01. Financial Statements and Exhibits SIGNATURES~~

~~Table~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Contents~~the registrant under any of the following provisions:

~~Item 2.01~~¨ ~~Completion~~Written ofcommunications ~~Acquisition~~pursuant orto ~~Disposition~~Rule of425 ~~Assets~~under the Securities Act (17 CFR 230. 425)

On¨ ~~August 31,~~Soliciting ~~2011,~~material ~~Aptalis~~pursuant ~~Pharma~~to ~~Inc.~~Rule ~~(the “Company”), acting through its indirect parent company Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.) (“Holdings”) and direct, wholly~~14a-~~owned~~12 ~~subsidiary~~under ~~Axcan Lone Star Inc. (“Merger Sub”), completed its acquisition of rights to AeroquinTM, a proprietary aerosol formulation of levofloxacin, which is currently in Phase 3 clinical trials for~~ the ~~treatment~~Exchange ofAct ~~pulmonary infections in patients with cystic fibrosis. The acquisition of AeroquinTM was completed through the merger of Mpex Pharmaceuticals, Inc.~~ (~~“Mpex”)~~17 ~~with~~CFR ~~and into Merger Sub, with Mpex being the surviving corporation and a direct, wholly~~240.14a-~~owned subsidiary of the Company (the “Surviving Corporation”~~12).

~~The~~¨ ~~acquisition~~Pre-commencement ~~was~~communications ~~completed~~pursuant in accordance with the terms of the previously announced transaction agreements among the Company’s affiliates and Mpex. These transaction agreements include: (a) the Agreement and Plan of Merger, dated as of April 11, 2011, as amended by the First Amendment to ~~Option~~ ~~Agreement~~Rule ~~and Agreement and Plan of Merger dated as of May 26, 2011, and as further amended from time to time~~ 14d-2(the “Merger Agreement”), by and among Holdings, Merger Sub, Mpex and certain Mpex stockholders who are serving as the Mpex securityholders’ representative in connection with the acquisition (the “Securityholders’ Representative Committee”), (b) ~~the~~ ~~Option Agreement,~~under ~~dated as of April 11, 2011, as amended by~~ the ~~First~~Exchange ~~Amendment~~Act ~~to Option Agreement and Agreement and Plan of Merger dated as of May 26, 2011~~ (~~the~~17 ~~“Option~~CFR Agreement”), by and among Holdings, Merger Sub and Mpex and (c) the Development Agreement, dated as of April 11, 2011, as amended from time to time (the “Development Agreement”), by and among Holdings, Merger Sub and Rempex Pharmaceuticals, Inc240. 14d-2(~~the assignee of Mpex~~b) ~~(“Rempex”~~).

~~The~~¨ ~~acquisition~~Pre-commencement ~~has~~communications ~~resulted~~pursuant ~~in the payment obligations summarized below, which payment obligations~~ to ~~date~~Rule ~~have~~13e-4(c) ~~been~~under ~~fulfilled by or on behalf of Merger Sub and in~~ the ~~future~~Exchange ~~will~~Act be(17 ~~fulfilled~~CFR ~~by or on behalf of the Surviving Corporation~~240. 13e-4(c))

~~Merger~~Item ~~Agreement~~ 4.01 Changes in Registrant’s Certifying Accountant.

~~Pursuant~~(a) On October 21, 2011, pursuant to ~~the~~a ~~Merger~~recommendation ~~Agreement~~from its Audit Committee, the ~~Mpex~~Board ~~securityholders~~of ~~were~~Directors ~~paid~~of atAptalis ~~closing~~Pharma ~~approximately $8~~Inc.6 (the “Registrant”) dismissed Raymond Chabot Grant Thornton ~~million.~~LLP ~~This~~as ~~payment~~the isindependent ~~subject~~registered topublic ~~future~~accounting ~~adjustment~~firm ~~based~~for onthe ~~final~~Registrant ~~calculations~~for ofthe ~~Mpex’s~~fiscal ~~cash on~~year ~~hand~~ended September 30, ~~debt~~2012. ~~and~~The ~~transaction~~Registrant ~~expenses~~will retain Raymond Chabot Grant Thornton LLP as ofits ~~closing.~~independent registered public accounting firm for the fiscal year ended September 30, 2011.

~~Pursuant~~The toreports ~~the~~of ~~Merger~~Raymond ~~Agreement,~~Chabot ~~the~~Grant ~~Mpex~~Thornton ~~securityholders~~LLP ~~will~~on bethe ~~entitled~~financial tostatements of the ~~following payments~~Registrant in for the ~~future:~~fiscal ~~(a)~~years ~~$20~~ended September ~~million~~30, in2009 ~~non-contingent~~and ~~payments~~September 30, ~~(b) up~~2010 tocontained ~~$195 million~~no ~~in contingent~~adverse ~~payments~~opinion ifor ~~certain~~disclaimer ~~regulatory~~of opinion and ~~commercial~~were ~~milestones~~not ~~related~~qualified or modified as to ~~Aeroquin™~~uncertainty, ~~are~~audit ~~met~~scope or accounting principle. Furthermore, during the Registrant’s two most recent fiscal years and ~~(c)~~through October ~~earn-out~~27, ~~payments~~2011, ~~based~~there have been no disagreements with Raymond Chabot Grant Thornton LLP on ~~net~~any ~~sales~~matter of ~~Aeroquin™.~~accounting ~~These~~principles ~~payments~~or ~~are~~practices, ~~subject~~financial tostatement ~~offset~~disclosure, or ~~against~~auditing ~~any~~scope ~~indemnification~~or ~~claims~~procedure, ~~that~~which ~~Holdings~~disagreements ~~and~~if ~~Merger~~not ~~Sub~~resolved to the satisfaction of Raymond Chabot Grant Thornton LLP would have ~~against~~caused Raymond Chabot Grant Thornton LLP to make reference to the ~~Mpex~~subject matter of the disagreements in its reports ~~securityholders~~on ~~pursuant~~the tofinancial statements of the ~~Merger~~Registrant ~~Agreement~~for the fiscal years ended September 30, ~~subject~~2009 toor September 30, 2010. During the ~~limitations~~Registrant’s ~~set~~two ~~forth~~most recent fiscal years and in the subsequent period through October 27, 2011, there ~~Merger~~have ~~Agreement~~been no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

~~Option~~The ~~Agreement~~Registrant has provided a copy of the foregoing disclosure to Raymond Chabot Grant Thornton LLP and requested that it promptly furnish the Registrant with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether it agrees with the foregoing disclosure and, if not, stating the aspects in which it does not agree. A copy of such letter, dated October 27, 2011, is filed as Exhibit 16.1 to this Form 8-K.

~~Pursuant~~(b) toBased on the ~~related~~recommendation ~~Option~~of ~~Agreement,~~the ~~which~~Audit ~~provided~~Committee ~~Holdings~~of ~~with~~the anBoard ~~option~~of toDirectors, ~~terminate~~ the ~~Merger~~ ~~Agreement,~~Registrant ~~the~~intends ~~Mpex~~to ~~securityholders~~engage ~~and~~PricewaterhouseCoopers LLP as the ~~Securityholders~~Registrant’s ~~Representative~~new ~~Committee~~independent ~~are~~registered public ~~entitled~~accounting tofirm anfor ~~aggregate~~its offiscal ~~$42.5~~year ending September ~~million~~30, in2012, ~~non-contingent~~effective ~~payments~~upon ~~($12.0 million~~the filing of ~~which~~the ~~have been~~Registrant’s ~~paid~~Form to10-K ~~date)~~containing the audited financial statements for the fiscal year ended September 30, 2011.

~~The~~During ~~option~~the toRegistrant’s ~~terminate~~two ~~the~~most ~~Merger~~recent ~~Agreement~~fiscal ~~expired~~years onand ~~August~~through October 1227, 2011, ~~pursuant~~the Registrant has not consulted with PricewaterhouseCoopers LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the ~~Option Agreement~~type of audit opinion that might be rendered on the Registrant’s ~~terms.~~financial statements, and neither a written report was provided to the Registrant or oral advice was provided that PricewaterhouseCoopers LLP concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

~~Table~~Item of9.01 ~~Contents~~Financial Statements and Exhibits.

~~Development Agreement~~(d) The exhibits incorporated herein by reference or filed as part of this report are set forth in the attached Exhibit Index.

Pursuant to the related Development Agreement, which provides for Mpex (previously) or Rempex (currently) to have primary responsibility for conducting day-to-day development activities of Aeroquin™ and for Holdings and Merger Sub (or the Surviving Corporation) to have input regarding development strategy of Aeroquin™, Mpex (previously) or Rempex (currently) is entitled to payment for actual development costs of Aeroquin™ ($29.9 million of which have been paid to date).


Exhibit No.		Description

16.1		Letter dated October 27, 2011 from Raymond Chabot Grant Thornton LLP to the U.S. Securities and Exchange Commission

~~The~~SIGNATURES descriptions of the Merger Agreement, the Option Agreement and the Development Agreement in this Current Report on Form 8-K are only summaries, do not purport to be complete and are qualified in their entirety by reference to the texts of the Merger Agreement, the Option Agreement and the Development Agreement, copies of which are filed as Exhibits 2.1, 2.2 and 2.3, respectively, to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 and are incorporated by reference herein.

~~Item 2.03 Creation~~Pursuant to the requirements of athe ~~Direct~~Securities ~~Financial~~Exchange ~~Obligation~~Act orof an1934, ~~Obligation~~the ~~under~~registrant anhas ~~Off-Balance~~duly ~~Sheet Arrangement~~caused ofthis areport ~~Registrant~~to be signed on its behalf by the undersigned hereunto duly authorized.

The information set forth above in Item 2.01 regarding the non-contingent payments required to be made pursuant to the Merger Agreement, the Option Agreement and the Development Agreement is incorporated by reference into this Item 2.03.

~~Item 9.01.~~EXHIBIT ~~Financial~~INDEX ~~Statements and Exhibits.~~

~~(d) Exhibits~~Exhibit 16. 1 Letter dated October 27, 2011 from Raymond Chabot Grant Thornton LLP to the U.S. Securities and Exchange Commission

No.		Description
2.1*		Agreement and Plan of Merger, dated as of April 11, 2011, by and among Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.), Axcan Lone Star Inc., Mpex Pharmaceuticals, Inc. and the Securityholders’ Representative Committee (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011)
2.2*		Option Agreement, dated as of April 11, 2011, by and among Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.), Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011)
2.3*		Development Agreement, dated as of April 11, 2011, by and among Aptalis Holdings Inc. (formerly known as Axcan Holdings Inc.), Axcan Lone Star Inc. and Rempex Pharmaceuticals, Inc. (as assignee of Mpex Pharmaceuticals, Inc.) (incorporated by reference to Exhibit 2.3 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011)
2.4		First Amendment to Option Agreement and Agreement and Plan of Merger, dated as of May 26, 2011, by and among Aptalis Holdings Inc., Axcan Lone Star Inc. and Mpex Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.5 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011)

* Confidential treatment requested as to certain portions. Material has been omitted and separately filed with the Securities and Exchange Commission.

SIGNATURES

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.

	APTALIS PHARMA INC.
Date: September 1, 2011	By:	/s/ Steve Gannon Steve Gannon
		Senior Vice President, Finance,
		Chief Financial Officer and Treasurer

APTALIS PHARMA INC.

(Registrant)

Date: October 27, 2011

/s/ Steve Gannon

Name: Steve Gannon

Title: Senior Vice President, Finance,

Chief Financial Officer and Treasurer

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