-----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, HpAxMO1i992wgsqcr0EX5Zdfp6Ftk4egWGlb+z1s53lgkNws5TKWEUAcydAqTOTd XNNsnhSDOzhN7LnvZJCN4A== 0000950123-03-009563.txt : 20030819 0000950123-03-009563.hdr.sgml : 20030819 20030819120107 ACCESSION NUMBER: 0000950123-03-009563 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030819 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOVAIL CORP INTERNATIONAL CENTRAL INDEX KEY: 0000885590 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45980 FILM NUMBER: 03854836 BUSINESS ADDRESS: STREET 1: 2488 DUNWIN DR STREET 2: MISSISSIAUGA CITY: ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 4162856000 MAIL ADDRESS: STREET 1: 2488 DUNWIN DR STREET 2: MISSISSAUGA CITY: ONTARIO STATE: A6 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELNYK EUGENE CENTRAL INDEX KEY: 0000923840 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BIOVAIL CORP INTERNATIONAL STREET 2: 460 COMSTOCK RD SCARBOROUGH CITY: ONTARIO M1L 4S4 STATE: A6 ZIP: 00000 BUSINESS PHONE: 4162856000 MAIL ADDRESS: STREET 1: C/O BIOVAIL CORP INTERNATIONAL STREET 2: 460 COMSTOCK ROAD SCARBOROUGH CITY: ONTARIO M1L 4S4 STATE: A6 ZIP: 00000 SC 13D/A 1 y89423sc13dza.txt AMENDMENT NO. 12 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Biovail Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 09067K106 - -------------------------------------------------------------------------------- (CUSIP Number) Eugene Melnyk Biovail Corporation 7150 Mississauga Road Mississauga, Ontario L5N8M5 Canada (905) 286-3000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 2003 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: An EDGAR version of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 09067K106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eugene Melnyk - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 27,145,320 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 190,496 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 27,145,320 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 190,496 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,335,816 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 This Amendment No. 12 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 and Amendment No. 11 thereto relating to the event date of November 28, 2002 (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. 12, the Schedule 13D, as heretofore filed with the SEC, shall remain in full force and effect. ITEM 1. SECURITY AND ISSUER. This amendment relates to the Common Stock of the Company. ITEM 2. IDENTITY AND BACKGROUND. This amendment is being filed by Eugene Melnyk, the Chairman of the Board and a director of the Company. The filing of this amendment shall not be construed as an admission that Mr. Melnyk is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities reported on herein except for the securities stated herein to be beneficially owned by Mr. Melnyk. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Schedule A for a description of Mr. Melnyk's transactions involving Common Stock during the past 60 days. ITEM 4. PURPOSE OF TRANSACTION. Mr. Melnyk's acquisition of the securities of the Company was for the purpose of investment. However, the Mr. Melnyk retains his right to acquire shares of Common Stock and to dispose of shares of Common Stock. In determining whether to 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, and developments with respect to general economic, monetary and stock market conditions. Except as otherwise described herein, Mr. Melnyk has no plan or proposal with respect to the Company which relates to or would result in any of the matters listed in Items 4(a) - (j) of Schedule 13D. However, in addition to the rights reserved above, the Mr. Melnyk retains his rights to modify his plans with respect to the transactions described in this Item 4, to acquire 3 or dispose of securities of the Company and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of August 14, 2003, Mr. Melnyk may be deemed to be the beneficial owner of 27,335,816 shares of Common Stock (including 25,516,220 shares that are owned directly by Mr. Melnyk, 95,100 shares held by the Eugene Melnyk Registered Retirement Savings Plan, 190,496 shares held by Laura Melnyk (Mr. Melnyk's wife), 1,534,000 shares which are subject to options exercisable within 60 days held by Mr. Melnyk, which constitute in the aggregate 18.6% of the shares of Common Stock outstanding. In addition, Mr. Melnyk owns options to purchase 563,700 shares of Common Stock which are not exercisable within 60 days of the date of this amendment. Except as described in the preceding paragraph, Mr. Melnyk does not beneficially own any shares of Common Stock. (b) Except as set forth in the next sentence, Mr. Melnyk has the sole power to vote, direct the voting of, dispose of and direct the disposition of the Common Stock beneficially owned by him. Mr. Melnyk shares with Laura Melnyk (his wife) the power to vote, direct the voting of, dispose of and direct the disposition of the Common Stock beneficially held by her. (c) See Schedule A for a description of Mr. Melnyk's transactions in Common Stock during the past 60 days. (d) Mr. Melnyk has the sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by him. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 4 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. August 14, 2003 /s/ Eugene Melnyk --------------------- Eugene Melnyk 5 Schedule A Transactions in Common Stock in the last 60 days(1)
Number of Shares Date and Type Price Per Share of Common Stock ------------- --------------- ---------------- 8/6/03 Sale C$ 52.90 10,000 8/6/03 Sale C$ 52.48 700 8/6/03 Sale C$ 52.40 22,600 8/6/03 Sale C$ 52.37 1,600 8/6/03 Sale C$ 52.35 2,800 8/6/03 Sale C$ 52.57 800 8/6/03 Sale C$ 52.55 9,200 8/6/03 Sale C$ 52.50 100 8/6/03 Sale C$ 52.30 9,900 8/6/03 Sale C$ 52.75 3,000 8/6/03 Sale C$ 52.55 4,000 8/6/03 Sale C$ 52.41 1,000 8/6/03 Sale C$ 52.60 10,000 8/6/03 Sale C$ 53.02 300 8/6/03 Sale C$ 53.00 9,700 8/6/03 Sale C$ 52.51 1,500 8/6/03 Sale C$ 52.50 2,800 8/6/03 Sale C$ 52.35 1,100 8/6/03 Sale C$ 52.30 8,900
- ------------------ (1) All transactions effected in the open market. 6 8/6/03 Purchase Call(2) $ 4.20 24,700 8/6/03 Purchase Call(2) $ 4.00 20,000 8/6/03 Purchase Call(2) $ 4.10 40,400 8/6/03 Purchase Call(2) $ 4.40 14,900 8/7/03 Sale C$ 52.50 30,000 8/7/03 Sale C$ 52.56 10,000 8/7/03 Sale C$ 53.00 8,400 8/7/03 Sale C$ 53.03 1,600 8/7/03 Sale C$ 53.20 10,000 8/7/03 Sale C$ 53.40 6,800 8/7/03 Sale C$ 53.31 1,000 8/7/03 Sale C$ 53.29 200 8/7/03 Sale C$ 53.27 300 8/7/03 Sale C$ 53.26 300 8/7/03 Sale C$ 53.24 1,400 8/7/03 Sale C$ 53.15 1,500 8/7/03 Sale C$ 53.10 8,000 8/7/03 Sale C$ 53.05 500 8/7/03 Sale C$ 53.01 10,000 8/7/03 Sale C$ 52.95 10,000 8/7/03 Purchase Call(2) $ 4.30 10,000 8/7/03 Purchase Call(2) $ 4.40 30,000 8/7/03 Purchase Call(2) $ 4.60 10,000
- ------------------ (2) Represents purchase of immediately exercisable call option to acquire the number of shares listed at an exercise price of $40.00 per share. Call options expire 1/17/04. 7 8/7/03 Purchase Call(2) $ 4.70 41,000 8/7/03 Purchase Call(2) $ 4.80 9,000 8/8/03 Sale C$ 54.60 6,000 8/8/03 Sale C$ 54.50 4,000 8/8/03 Sale C$ 55.00 10,000 8/8/03 Sale C$ 55.10 15,000 8/8/03 Sale C$ 55.25 10,000 8/8/03 Sale C$ 55.30 20,000 8/8/03 Sale C$ 55.45 5,000 8/8/03 Sale C$ 55.05 10,000 8/8/03 Sale C$ 54.55 20,000 8/8/03 Purchase Call(2) $ 5.30 10,000 8/8/03 Purchase Call(2) $ 5.50 10,000 8/8/03 Purchase Call(2) $ 5.60 23,200 8/8/03 Purchase Call(2) $ 5.70 12,800 8/8/03 Purchase Call(2) $ 5.80 34,000 8/8/03 Purchase Call(2) $ 5.90 10,000
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