-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KOvZoAAbBMBtitcvP24EzN66VNbguonkDLC1sfbVIixwihHbeb0ZfD5xxgHkjLR+ RM/7iQa8e/2doTCOCBZjNw== 0000912057-00-021338.txt : 20000504 0000912057-00-021338.hdr.sgml : 20000504 ACCESSION NUMBER: 0000912057-00-021338 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000503 FILED AS OF DATE: 20000503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOVAIL CORPORATION INTERNATIONAL CENTRAL INDEX KEY: 0000885590 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: SEC FILE NUMBER: 001-14956 FILM NUMBER: 617688 BUSINESS ADDRESS: STREET 1: 2488 DUNWIN DR STREET 2: MISSISSIAUGA CITY: ONTARIO STATE: A6 BUSINESS PHONE: 4162856000 MAIL ADDRESS: STREET 1: 2488 DUNWIN DR STREET 2: MISSISSAUGA CITY: ONTARIO STATE: A6 20-F/A 1 FORM 20-F/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A "AMENDMENT NO.1" / / Registration Statement Pursuant To Section 12(b) or 12(g) of The Securities Exchange Act of 1934 OR /X/ Annual Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 1999 OR / / Transition Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act Of 1934 For the transition period from to COMMISSION FILE NUMBER 001-11145 BIOVAIL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NOT APPLICABLE (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH) PROVINCE OF ONTARIO, CANADA (JURISDICTION OF INCORPORATION OR ORGANIZATION) 2488 DUNWIN DRIVE MISSISSAUGA, ONTARIO CANADA, L5L 1J9 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Securities registered or to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED Common Shares, No Par Value New York Stock Exchange Toronto Stock Exchange Warrants, each warrant entitling New York Stock Exchange the holder to purchase one Common Share, no par value, of Biovail Corporation 6 3/4% Convertible Subordinated Preferred New York Stock Exchange Equivalent Debentures due March 31, 2025
Securities registered or to be registered pursuant to Section 12(g) of the Act: NONE Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 62,195,784 common shares, without par value as of December 31, 1999 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 _ Item 18 _X_ 1 EXPLANATORY NOTE This Amendment No.1 on Form 20-F/A ("Amendment No.1") to the previously filed Annual Report on Form 20-F for Biovail Corporation ("Biovail" or the "Company") for the year ended December 31, 1999 ("the Form 20-F") amends and restates in its entirety Item 11 "Compensation of Directors and Officers" of the Form 20-F. The purpose of Amendment No.1 is to provide certain information omitted from the Form 20-F. ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS The following table sets forth the compensation information for each of the last three fiscal years for the Chief Executive Officer and the four other most highly compensated executive officers of the Company who served as executive officers at the end of 1999 ("Named Executive Officers"). This information includes the dollar value of base salaries, performance bonus awards, long-term incentive compensation payments, and certain other compensation. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION ------------------------------------------------------------------------------------------------ Awards Payments - ---------------------------------------------------------------------------------------------------------------------------------- Securities Restricted Other Under Shares or Annual Options Restricted LTIP All Other Name and Salary Bonus Compensation(2) Granted Share Units Payouts(5) Compensation(2) Principal Position Year (U.S.$) (U.S.$) (U.S.$) (3)(#) (U.S.$) (U.S.$) (U.S.$) - ---------------------------------------------------------------------------------------------------------------------------------- Eugene N. Melnyk 1999 456,731 -- -- 60,000 -- -- -- Chairman of the Board 1998 415,210 -- -- -- -- -- -- 1997 377,463 -- -- 810,000 -- 23,488,158 -- - ---------------------------------------------------------------------------------------------------------------------------------- Bruce D. 1999 259,273 -- -- -- -- 3,259,500 -- Brydon(1) Chief 1998 266,033 -- -- -- -- 2,473,617 -- Executive Officer 1997 232,805 20,970 -- -- -- 453,751 -- - ---------------------------------------------------------------------------------------------------------------------------------- Robert A. Podruzny(1) 1999 221,728 20,759 -- 60,000 -- 1,094,900 -- President, Chief 1998 134,700 25,754 -- -- -- -- -- Operating Officer 1997 126,895 15,937 -- 42,000 -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Kenneth C. 1999 207,870 -- -- 60,000 -- 564,263 -- Cancellara(1) 1998 168,375 -- -- -- -- 2,957,262 -- Senior Vice 1997 183,138 -- -- -- -- -- -- President and General Counsel - ---------------------------------------------------------------------------------------------------------------------------------- Rolf K. 1999 158,495 34,601 -- 60,000 -- -- -- Reininghaus(1) 1998 118,536 -- -- -- -- 6,108,192 -- Senior 1997 134,577 10,654 -- -- -- -- -- Vice-President - ----------------------------------------------------------------------------------------------------------------------------------
(1) The amount of compensation paid to the Named Executive Officers was determined and paid by the Company. Other than in respect of Mr. Melnyk, these amounts were paid in Canadian dollars and, for the purposes of this table, converted to U.S. dollars at the respective year end rates of exchange as follows: 1999 -- .6929; 1998 -- .6735; and 1997 -- .6990. (2) Perquisites and other personal benefits for Named Executive Officers did not exceed the minimum threshold disclosure level in 1999. 2 (3) The options are all for purchase of common shares of the Company and were granted under the Company's Stock Option Plan, as amended, established in 1993. With the exception of certain options granted in December 1999, all options are for a term of 5 years and become exercisable as to a maximum of 33 1/3% on each of the first, second and third anniversaries of the date of grant. 120,000 options were granted in December 1999 and are for a term of 7 years and become exercisable during a period commencing 12 to 15 months from the date of grant. (4) The compensation of all officers and directors as a group for the year ended December 31, 1999 was $1,984,943. (5) Relates to the value of options exercised pursuant to the stock option plan. EMPLOYMENT AGREEMENTS Eugene Melnyk, as Chairman of the Board of the Company, pursuant to a Management Agreement, effective February 1, 1992, receives annual compensation for services in the amount of $398,601, which amount is subject to 10% annual increases during the term of the Management Agreement, and is reimbursed for business related expenses. The Management Agreement will continue automatically for renewal periods of one year unless terminated by either party upon prior written notice. Bruce Brydon, as Chief Executive Officer and Director, pursuant to an Employment Agreement effective January 1, 1999, receives an annual salary of Cdn$434,500 plus business expenses. The Employment Agreement is terminable by the Company and/or Mr. Brydon upon 90 days' written notice. Robert Podruzny, President, Chief Operating Officer and Director, pursuant to an Employment Agreement made as of January 8, 1996, receives an annual salary of Cdn$320,000, subject to a cost of living adjustment, reimbursement of business expenses and an automobile allowance. The Employment Agreement is terminable by the Company, and/or Mr. Podruzny upon three months' written notice. Kenneth Cancellara, as Senior Vice President, General Counsel and Director, pursuant to an Employment Agreement made as of January 10, 1996, receives an annual salary of Cdn$300,000, subject to a cost of living adjustment, reimbursement of business expenses and an automobile allowance. The Employment Agreement has a term of five years, expiring in March, 2001 and thereafter is terminable by the Company upon six months' written notice and is terminable by Mr. Cancellara upon 90 days' prior notice. Rolf Reininghaus, as Senior Vice President and Director, pursuant to an Employment Agreement made as of February 1, 1992, as amended, receives an annual salary of Cdn$228,742, subject to a cost of living adjustment, a bonus at the discretion of the Board of Directors, as well as reimbursement of business expenses and an automobile allowance. The Employment Agreement, is terminable by the Company upon one year's written notice and is terminable by Mr. Reininghaus upon two months' prior written notice. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE The Company maintains insurance for the benefit of its directors and officers against certain liabilities incurred by them in their capacity as directors or officers of the Company or its subsidiaries in the aggregate amount of $15,000,000. The policy governing such insurance is subject to standard exclusions and limitations. During the 1999 fiscal year the amount of the premiums paid in respect of such insurance was US$54,648. REMUNERATION OF DIRECTORS Certain directors who are not officers or employees of the Company receive an annual fee of $2,900 and a participation fee of $370 for each meeting of the Board of Directors attended. All 3 directors are reimbursed for expenses incurred in connection with attending Board of Directors meetings. Directors also have been granted stock options pursuant to the terms of the Company's Stock Option Plan COMPENSATION COMMITTEE The Company does not have a compensation committee. The duties of such a committee are carried out by the Board of Directors. The Board of Directors meets on compensation matters as and when required with respect to executive compensation. PENSION PLAN The Company does not maintain a pension plan for its employees, officers or directors. 4 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. BIOVAIL CORPORATION /s/Kenneth G. Howling --------------------- Kenneth G. Howling Vice President, Finance and Chief Financial Officer Date: May 3, 2000 5 -----END PRIVACY-ENHANCED MESSAGE-----