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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 26, 1999
Fuisz Technologies Ltd.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27082 52-1579474
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
14555 Avion Parkway, Chantilly, VA 20151
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 995-2400
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
At midnight on August 26, 1999, the cash tender offer from ABCI
Acquisition Sub. Corporation ("ABCI"), a wholly owned subsidiary of Biovail
Corporation International ("Biovail"), for 6,585,225 shares of common stock(the
"Shares") of Fuisz Technologies Ltd. ("Fuisz") expired. Pursuant to the offer,
approximately 13,101,667 shares were tendered, including 1,302,257 tendered by
guaranteed delivery.
Pursuant to the terms of the offer, ABCI and Biovail delayed acceptance
for payment of, and payment for, the tendered Shares until the Hart-Scott-Rodino
waiting period terminated, or expired on September 3, and also intended to delay
until they obtained clearance under the applicable Irish antitrust laws. Biovail
and Fuisz were notified that the waiting period under the Hart-Scott-Rodino Act
was terminated as of September 2, 1999, and Biovail has also received clearance
from the Department of Enterprise, Trade, and Employment in Ireland. Pursuant to
the terms of the offer, ABCI and Biovail have accepted the payment of 6,585,225
of the 13,101,667 shares validly tendered. In addition, ABCI and Biovail have
announced the final proration factor is approximately 50%.
On September 3, 1999, Fuisz issued a press release relating to the
expiration of the tender offer and the acceptance of the validly tendered
shares. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
EXHIBIT DESCRIPTION
99.1 Press Release dated September 3, 1999, issued by Fuisz
Technologies, Ltd.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
FUISZ TECHNOLOGIES LTD.
Date: September 8, 1999 By: /s/ Stephen H. Willard
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Name: Stephen H. Willard
Title: Executive Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
99.1 Press Release dated September 3, 1999, issued by Fuisz
Technologies, Ltd.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
"BIOVAIL AND FUISZ ANNOUNCE RESULTS OF TENDER OFFER"
TORONTO, CANADA and CHANTILLY, VIRGINIA, September 3, 1999--Biovail
Corporation International (NYSE, TSE: BVF) and Fuisz Technologies Ltd. (NASDAQ:
FUSE) announced today that Biovail and ABCI Acquisition Sub. Corporation, its
wholly-owned merger subsidiary, have received the requisite regulatory approvals
and have instructed ChaseMellon Shareholder Services, L.L.C., the depositary
under ABCI Aquisition's tender offer for up to 6,585,225 outstanding shares of
Fuisz, to accept for payment the shares tendered pursuant to the tender offer.
Biovail and Fuisz were notified that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was terminated
as of Thursday, September 2, 1999. Biovail has also received clearance from the
Department of Enterprise, Trade and Employment in Ireland.
Pursuant to the terms of the offer, Biovail and its subsidiary have
accepted for payment 6,585,225 of the 13,101,667 shares of Fuisz common stock
which have been validly tendered pursuant to the tender offer.
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As specified in the Offer to Purchase relating to the tender offer,
because more than the maximum number of shares to be purchased were tendered,
tendered shares will be purchased on a pro rata basis, with adjustments to avoid
purchases of fractional shares, based upon the number of shares validly tendered
prior to the expiration date and not withdrawn. The final proration factor is
approximately 50%. Tendered shares not accepted for payment due to proration
will be returned to the tendering shareholder.
Biovail has instructed the depositary, ChaseMellon Shareholder
Services, L.L.C., to commence payment as soon as possible. Biovail expects that
shareholders will begin receiving payments for shares purchased pursuant to the
tender offer on Friday, September 3, 1999.
The information agent for the offer is MacKenzie Partners, Inc. 156
Fifth Avenue, New York, NY 10010, telephone (212) 929-5500 or (800) 322-2885.
The Dealer Manager for the offer is Donaldson, Lufkin & Jenrette Securities
Corporation, 277 Park Avenue, New York, NY 10172, telephone (877) 233-9567.
Biovail Corporation International is an international full-service
pharmaceutical company, engaged in the formulation, clinical testing,
registration and manufacture of drug products utilizing advanced drug delivery
technologies.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
TO THE EXTENT ANY STATEMENTS MADE IN THIS RELEASE CONTAIN INFORMATION
THAT IS NOT HISTORICAL, THESE STATEMENTS ARE ESSENTIALLY FORWARD LOOKING AND ARE
SUBJECT TO RISKS AND UNCERTAINTIES, INCLUDING THE DIFFICULTY OF PREDICTING FDA
APPROVALS, ACCEPTANCE AND DEMAND FOR NEW PHARMACEUTICAL PRODUCTS, THE IMPACT OF
COMPETITIVE PRODUCTS AND PRICING, NEW PRODUCT DEVELOPMENT AND LAUNCH, RELIANCE
ON KEY STRATEGIC ALLIANCES, AVAILABILITY OF RAW MATERIALS, THE REGULATORY
ENVIRONMENT, FLUCTUATIONS IN OPERATING RESULTS AND OTHER RISKS DETAILED FROM
TIME TO TIME IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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