-----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, T4mhNKTp7aT+o3/TsdySEjlT7VZdM3Xs3pyrrcOnq80aVgaruNtZClys2ARNs+CV Hts/sJn3o9OtDXYmJtg9Tg== 0000950123-96-005184.txt : 19960926 0000950123-96-005184.hdr.sgml : 19960926 ACCESSION NUMBER: 0000950123-96-005184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960925 SROS: AMEX GROUP MEMBERS: MELNYK EUGENE GROUP MEMBERS: ROYAL HEALTHCARE INVESTMENT CORPORATION GROUP MEMBERS: ROYAL HEALTHCARE INVESTMENT MANAGEMENT, INC. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45947 FILM NUMBER: 96634332 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELNYK EUGENE CENTRAL INDEX KEY: 0000923840 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 AMEND #2 TO SC13D: EUGENE MELNYK FILER/SUB=BIOVAIL 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Biovail Corporation International (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 09067K 10 6 (CUSIP Number) Eugene Melnyk Biovail Corporation International 460 Comstock Road, Scarborough Ontario, Canada M1L 4S4 (416) 285-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 1996 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report to 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 / /. Check the following box if a fee is being paid with the statement / /. 2 SCHEDULE 13D CUSIP NO.: 09067K 10 6 (1) NAME OF REPORTING PERSON: Eugene Melnyk S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: (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 ITEM 2(d) or 2(e) / / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 6,060,727 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 6,060,727 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,060,727 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.3(1) (14) TYPE OF REPORTING PERSON: IN - -------- (1) Based on 25,378,791 shares of common stock, no par value (the "Common Stock"), of Biovail Corporation International outstanding as of May 31, 1996 plus the 630,000 shares of Common Stock issuable upon the exercise of presently exercisable options. 3 SCHEDULE 13D CUSIP NO.: 09067K 10 6 (1) NAME OF REPORTING PERSON: Royal HealthCare Investment Management, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Manitoba, Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 0 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 0 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0 (14) TYPE OF REPORTING PERSON: CO 4 SCHEDULE 13D CUSIP NO.: 09067K 10 6 (1) NAME OF REPORTING PERSON: Royal HealthCare Investment Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Manitoba, Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 0 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 0 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0 (14) TYPE OF REPORTING PERSON: CO 5 ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 amends and restates 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 (as so amended, the "Schedule 13D"), with respect to the common stock, no par value (the "Common Stock"), of Biovail Corporation International (the "Company"), with its principal executive offices located at 460 Comstock Road, Scarborough, Ontario, Canada M1L 4S4, (416)-285- 6000. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by Eugene Melnyk, Royal HealthCare Investment Management, Inc. ("RHIMI") a Manitoba, Canada corporation and Royal HealthCare Investment Corporation ("RHIC") a Manitoba, Canada corporation (individually a "Reporting Person" and, collectively, the "Reporting Persons"). Mr. Melnyk is the Chairman of the Board and a Director of the Company, a pharmaceutical research, development and manufacturing corporation. RHIMI is an investment management company and the controlling shareholder of RHIC. Mr. Melnyk is the President of RHIMI and the sole shareholder. RHIC is a privately administered investment syndicate. Mr. Melnyk is the President of RHIC. The principal business and principal office address of RHIMI and RHIC, and their respective executive officers and directors and the business address of Mr. Melnyk is Chelston Park, Building 2, Collymore Rock, St. Michael, Barbados, West Indies. Information regarding the directors and executive officers of the Reporting Persons are set forth on Schedule I attached hereto, which Schedule is hereby incorporated by reference. Each of the directors and executive officers of the Reporting Persons set forth on Schedule I is a citizen of Canada. During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Statement except for the securities stated herein to be beneficially owned by such Reporting Person or that the Reporting Persons are acting as a group within the meaning of Section 13(d)(3) of the Act. 6 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Of the 6,060,727 shares of Common Stock to which this Statement relates 14,800 of such shares were purchased by Mr. Melnyk with personal funds on July 18, 1996, for an aggregate purchase price of $404,574. ITEM 4. PURPOSE OF TRANSACTION. Subject to applicable legal requirements and the factors referred to below, Mr. Melnyk presently intends to purchase from time to time up to an aggregate of 500,000 shares of Common Stock in open market transactions. In determining whether to purchase additional shares, he 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, developments with respect to general economic, monetary and stock market conditions. Mr. Melnyk's acquisition of the Common Stock is for the purpose of investment. Except as otherwise described herein, the Reporting Persons have 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of September 25, 1996, Mr. Melnyk may be deemed to be the beneficial owner of 6,060,727 shares of Common Stock (including 5,430,727 shares which are owned directly by Mr. Melnyk and 630,000 shares which are the subject of currently exercisable options), which constitute in the aggregate 23.3% of the shares of Common Stock outstanding (which percentage was calculated based upon 25,378,791 shares of Common Stock outstanding as of May 31, 1996 plus the 630,000 shares of Common Stock issuable upon the exercise of presently exercisable options). As of the close of business on September 25, 1996, RHIMI and RHIC may be deemed the beneficial owners of 0 shares of Common Stock held by RHIC, which constitute in the aggregate 0%. Except as described in the preceding paragraph, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons referred to in Schedule I attached hereto, beneficially owns any shares of Common Stock. (b) 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. (c) Transactions in the Common Stock by the Reporting Persons effected during the past 60 days are described in Schedule II hereto, which Schedule is hereby incorporated by reference. All such transactions were effected by the Reporting Persons in the open market on the American Stock Exchange, and Mr. Melnyk's stock purchases were made with personal funds. Except as described in Schedule II hereto, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons referred to in Schedule I attached hereto, has effected any transactions in the 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. 7 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. Except as otherwise described herein, none of the Reporting Persons, and none of persons referred to in Schedule I attached hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibit has been previously filed in paper format by the Reporting Persons in the original Schedule 13D and the amendments thereto: 99.1 Agreement pursuant to Rule 13d1(f)(1) under the Securities and Exchange Act of 1934, as amended, among Eugene Melnyk, Royal HealthCare Investment Management, Inc., Royal HealthCare Investment Corporation and TCI. 8 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. September 25, 1996 /s/ Eugene Melnyk ---------------------- Eugene Melnyk 9 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. September 25, 1996 ROYAL HEALTHCARE INVESTMENT MANAGEMENT, INC. By:/s/ Eugene Melnyk -------------------------- Name: Eugene Melnyk Title: President 10 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. September 25, 1996 ROYAL HEALTHCARE INVESTMENT CORPORATION By:/s/ Eugene Melnyk ----------------------- Name: Eugene Melnyk Title: President 11 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON The names, present principal occupations and business addresses of the directors and executive officers of the Reporting Person are set forth below. If no address is given, the director's or executive officer's business address is that of the Reporting Person. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the respective Reporting Person. Each of the named individuals is a citizen of Canada. BIOVAIL CORPORATION INTERNATIONAL - ---------------------------------
NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT ----- ------------------------------------------ Eugene Melnyk Chairman of the Board and Director Bruce Brydon President, Chief Executive Officer and Director Rolf Reininghaus Senior Vice President Mahmood Khan Senior Vice President - Chief Operating Officer and Director Kenneth C. Cancellara Senior Vice President, General Counsel, Secretary and Director Wilfred G. Bristow Senior Vice President, Nesbitt Burns Inc. and Director Gregory H. Henry Managing Director, G. Howard Associates, Inc. and Director Robert A. Podruzny Vice President and Chief Financial Officer ROYAL HEALTHCARE INVESTMENT MANAGEMENT INC. - ------------------------------------------- NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ----- ------------------------------------------ Eugene Melnyk President and Director Loren Albaum Director ROYAL HEALTHCARE INVESTMENT CORPORATION - --------------------------------------- NAME: PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT ----- ------------------------------------------ Eugene Melnyk President and Director Alexander G. Stewart Secretary and Director Ervin Szekely Director Julia Lee Director Yilan Lai Director
12 SCHEDULE II SCHEDULE OF TRANSACTIONS IN THE SHARES OF COMMON STOCK
No. of Shares No of Shares Date Purchased Sold Price Per Share(1) Eugene Melnyk 7/18/96 11,900 $26.76 7/18/96 2,900 $29.70 Royal Healthcare Investment Corporation 8/23/96 1,776 $25.00
(1) Net of brokers commissions 13 EXHIBIT INDEX No exhibits are being filed with this Amendment No. 2. All exhibits have been previously filed in paper format by the Reporting Persons in the original Schedule 13D and the amendments thereto. -----END PRIVACY-ENHANCED MESSAGE-----