SC 13D/A 1 y51357sc13dza.htm AMENDMENT NO. 26 TO SCHEDULE 13D SC 13D/A
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 26)
Under the Securities Exchange Act of 1934
BIOVAIL CORPORATION
 
(Name of Issuer)
COMMON SHARES, NO PAR VALUE
 
(Title of Class of Securities)
09067K106
 
(CUSIP Number)
     
William J. Braithwaite
  Marc S. Dreier
Stikeman Elliott LLP
  Dreier LLP
Suite 5300, 199 Bay Street
  499 Park Avenue
Toronto, Ontario M5L 1B9
  New York, New York 10022
(416) 869-5500
  (212) 328-6100
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 2008
 
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
 

 


 

                     
CUSIP No.
 
09067K106 
 

 

           
1   NAMES OF REPORTING PERSONS


Eugene Melnyk
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  N/A
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   18,615,300
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   190,496
       
EACH 9   SOLE DISPOSITIVE
REPORTING    
PERSON   18,615,300
       
WITH 10   SHARED DISPOSITIVE POWER
     
    190,496
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  18,805,796
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  11.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN


 

     This Amendment No. 26 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 30, 1994, as amended by Amendment No. 1 thereto filed with the SEC on April 11, 1995, Amendment No. 2 thereto filed with the SEC on September 25, 1996, Amendment No. 3 thereto filed with the SEC on March 11, 1997, Amendment No. 4 thereto filed with the SEC on May 6, 1997, Amendment No. 5 thereto filed with the SEC on January 13, 1998, Amendment No. 6 thereto filed with the SEC on March 26, 1998, Amendment No. 7 thereto filed with the SEC on September 28, 2001, Amendment No. 8 thereto filed with the SEC on January 15, 2002, Amendment No. 9 thereto relating to the event date of February 1, 2002, Amendment No. 10 thereto relating to the event date of May 8, 2002, Amendment No. 11 thereto relating to the event date of November 28, 2002, Amendment No. 12 thereto relating to the event date of August 6, 2003, Amendment No. 13 thereto relating to the event date of November 7, 2003, Amendment No. 14 thereto relating to the event date of December 9, 2003, Amendment No. 15 thereto relating to the event date of January 14, 2004, Amendment No. 16 thereto relating to the event date of March 19, 2004, Amendment No. 17 thereto relating to the event date of August 12, 2004, Amendment No. 18 thereto relating to the event date of August 26, 2004, Amendment No. 19 thereto relating to the event date of March 15, 2005, Amendment No. 20 thereto relating to the event date of April 30, 2006, Amendment No. 21 relating to the event date June 28, 2006, Amendment No. 22 relating to the event date of August 17, 2006, Amendment No. 23 relating to the event date of December 22, 2006, Amendment No. 24 relating to the event date of December 22, 2007 and Amendment No. 25 relating to the event date of February 28, 2008 (as so amended, the “Schedule 13D”), with respect to the common stock, no par value (the “Common Stock”), of Biovail Corporation (the “Company”). Except as amended by this Amendment No. 26, the Schedule 13D, as heretofore filed with the SEC, shall remain in full force and effect.
ITEM 4. PURPOSE OF THE TRANSACTION
     As a result of Mr. Melnyk’s on-going dissatisfaction with the Company, the unsatisfactory financial performance of the Company and his lack of confidence that the strategic review that has been announced will bring about any meaningful improvement or enhance shareholder value, Mr. Melnyk intends to propose an alternate slate of nominees for election to the Company’s Board of Directors at the upcoming annual meeting of shareholders. Mr. Melnyk will not personally be seeking election as a director of the Company or a position of management within the Company. Mr. Melnyk intends to prepare and mail a proxy circular containing the relevant details concerning the replacement slate of nominees, in due course.
     Mr. Melnyk reserves his right to modify his plans described in this Item 4, including the possibility of joining with a partner or partners to acquire the remaining shares of the Company, selling all or a portion of his current shares of Common Stock to a third party, continuing to hold his shares for investment, taking any of the other actions listed in Items 4 (a)—(j) of Schedule 13D, or doing nothing. In determining whether to modify his plans, purchase or dispose of shares of Common Stock, Mr. Melnyk intends to consider and review various factors on a continuous basis, including the Company's financial condition, business and prospects, other developments concerning the Company, the price and availability of shares of Common Stock, other investment and business opportunities available to Mr. Melnyk, any discussions between Mr. Melnyk and potential financial partner(s), and developments with respect to general economic, monetary and stock market conditions.
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SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 13, 2008
         
 
  /s/ Eugene Melnyk
 
Eugene Melnyk