UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Biovail Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
09067K106
(CUSIP Number)
Eugene Melnyk
Biovail Corporation
2488 Dunwin Drive
Mississauga, Ontario L5L1J9
Canada
(416) 285-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 1, 2002
(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
25,938,820
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 164,996
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 25,938,820
WITH
10 SHARED DISPOSITIVE POWER
164,996
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,103,816
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)
18.7%
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. 9 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 and
as amended by Amendment No. 8 thereto filed with the SEC on January 15, 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. 9, 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 acquisitions
of 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 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.
3
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 1, 2002, Mr. Melnyk may be deemed to be
the beneficial owner of 26,103,816 shares of Common Stock (including 24,846,220
shares that are owned directly by Mr. Melnyk, 95,100 shares held by the Eugene
Melnyk Registered Retirement Savings Plan, 156,496 shares held by Laura Melnyk
(Mr. Melnyk's wife), 980,000 shares which are subject to options exercisable
within 60 days held by Mr. Melnyk, 17,500 shares which are the subject of
warrants exercisable within 60 days held by Mr. Melnyk and 8,500 shares which
are the subject of warrants exercisable within 60 days held by Laura Melnyk),
which constitute in the aggregate 18.7% of the shares of Common Stock
outstanding. In addition, Mr. Melnyk owns options to purchase 1,786,500 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.
February 26, 2002
/s/ Eugene Melnyk
---------------------------------------------
Eugene Melnyk
Schedule A
Acquisitions of Common Stock in the last 60 days*
Date Price Per Share ($) Number of Shares (#)
January 15, 2002 53.52 150,000
January 28, 2002 50.66 496,400
January 29, 2002 50.19 100,000
February 1, 2002 47.74 100,000
* Each transaction represents an open market purchase by
Mr. Melnyk using personal funds.