SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FUISZ TECHNOLOGIES LTD.
(Name of Issuer)
Common Stock, $.01 Par Value per Share
(Title of Class of Securities)
359536109
(CUSIP Number)
Kenneth C. Cancellara, Esq. Roger Andrus, Esq.
2488 Dunwin Drive Cahill Gordon & Reindel
Mississauga, Ontario 80 Pine Street
Canada, L5L 1J9 New York, New York 10005
(905) 608-8008 (212) 701-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 23, 1999 and July 25, 1999
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-7(b), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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).
Page 1 of 4 Pages
<PAGE>
CUSIP No. 359536109
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Biovail Corporation International.
- --------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- --------- ---------------------------------------------------------------------
3 SEC USE ONLY
- --------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- --------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
- --------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
------- ------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
------- ------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 0
------- ------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ---------------------------------------- ------- ------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,209,829
- --------- ---------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
- --------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------- ---------------------------------------------------------------------
Page 2 of 4 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to add the following information: Pursuant to an Option
Agreement, dated as of July 13, 1999, by and between Richard C. Fuisz, M.D.
("Dr. Fuisz") and Biovail Corporation International ("Biovail") (the "Option
Agreement"), Biovail acquired 3,209,829 shares (the "Option Shares") of common
stock, $0.01 par value, (the "Common Stock") of Fuisz Technologies Ltd. (the
"Issuer") on July 23, 1999 for an aggregate cash purchase price of $22,468,803
(the "Purchase Price"). The Option Shares were purchased by Biovail with general
corporate funds. Upon exercise pursuant to the Option Agreement, the Option
Shares and the Purchase Price were placed in escrow, pursuant to the Escrow
Agreement.
Pursuant to a letter of commitment from Salisbury Ltd. ("Salisbury"), dated
as of July 23, 1999, (the "Salisbury Letter"), Biovail has committed to purchase
100,000 shares of Common Stock (the "Salisbury Shares") from Salisbury for an
aggregate cash purchase price of $700,000. Pursuant to a letter of commitment
from Westbury Ltd. ("Westbury"), dated as of July 23, 1999, (the "Westbury
Letter"), Biovail has committed to purchase 900,000 shares of Common Stock (the
"Westbury Shares") from Westbury for an aggregate cash purchase price of
$6,300,000. Both the Salisbury Shares and the Westbury Shares will be purchased
by Biovail following expiration or termination of the tender offer described in
Item 4 with general corporate funds. Biovail does not intend to consummate these
transactions until after the termination or the expiration of the tender offer
referred to in Item 4.
The descriptions of the Salisbury Letter and the Westbury Letter contained
in this Amendment No. 1 to Schedule 13D are qualified in their entirety by
reference to such letters and letters from Biovail to Salisbury and Westbury,
copies of which appear as Exhibits 1, 2, 3 and 4 to this Amendment No. 1 to
Schedule 13D.
Item 4. Purpose of Transaction
On July 25, 1999, Biovail entered into an Agreement and Plan of Merger (the
"Merger Agreement") with the Issuer whereby, upon consummation of the merger:
(i) the Issuer will become a subsidiary of Biovail, and Biovail will
subsequently be able to determine the size and membership of the board of
directors of the Issuer and the officers of the Issuer and (ii) the Common Stock
of the Issuer will become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934. Biovail intends to
announce on July 26, 1999 a tender offer for such number of shares of Common
Stock as will cause Biovail and its affiliates to beneficially own up to 49%,
but, except as otherwise provided in the Merger Agreement, not less than 40% of
the outstanding Common Stock of the Issuer. Biovail reserves the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose of, or cause to be disposed of, such securities at any time or to
formulate other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable by Biovail.
Item 5. Interest in Securities of Issuer.
Stock Ownership of the Reporting Person.
Page 3 of 4 Pages
<PAGE>
(a) Biovail is the beneficial owner of 4,209,829, or approximately 19.2%,
of the outstanding shares of Common Stock (based upon the outstanding shares of
Common Stock as of July 25, 1999 as set forth in the Merger Agreement). To the
best knowledge of Biovail, no other person named in Item 2 above beneficially
owns any shares of Common Stock of the Issuer.
(b) Pending distribution of the Option Shares from escrow, the closing of
the purchase of the Salisbury Shares and the closing of the purchase of the
Westbury Shares, Biovail has no power to vote and no authority to dispose or
direct the disposition of any of the shares of Common Stock reported by this
Amendment No. 1 to Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described in Item 3 and Item 4 above, there are no contracts,
arrangements, understandings or relationships with respect to the Common Stock
of the Issuer to which Biovail is a party.
Item 7. Material to be Filed as Exhibits to this Amendment No. 1 to
Schedule 13D.
Exhibit 1. Letter of Commitment, dated as of July 23, 1999, between Salisbury
Ltd. and Biovail Corporation International.
Exhibit 2. Letter of Commitment, dated as of July 23, 1999, between Westbury
Ltd. and Biovail Corporation International.
Exhibit 3. Letter of Acceptance, dated as of July 25, 1999, between Biovail
Corporation International and Salisbury Ltd.
Exhibit 4. Letter of Acceptance, dated as of July 25, 1999, between Biovail
Corporation International and Westbury Ltd.
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.
Dated: July 26, 1999.
By: /s/ John Miszuk
-------------------------------
Name: John Miszuk
Title: Vice President and Controller
Page 4 of 4 Pages
The Directors
Biovail Corporation International
2488 Dunwin Drive
Mississauga
Ontario
Canada
23rd July 1999
Fuisz Technologies Ltd.
Dear Sirs
This letter confirms the irrevocable agreement of Salisbury Ltd. to accept the
unconditional offer of Biovail Corporation International (Biovail) of US$7 per
share cash in respect of its holding of 100,000 shares of common stock in Fuisz
Technologies Ltd. (Fuisz). Payment to be made to Salisbury Limited within seven
days of the delivery to Biovail of the stock certificate in respect of the stock
being sold.
Biovail may rely on this commitment to sell which is an enforceable commitment.
Kindly note that Salisbury Ltd. is a wholly-owned subsidiary of The Cross Group
(Cross).
Cross received 1,000,000 shares of common stock in Fuisz on 1st September 1997
as part consideration for the sale of its subsidiary, Clonmel Healthcare Ltd. to
Fuisz. Under the Sale and Purchase Agreement of 1st September 1997 between Cross
and Fuisz, Cross is restricted to selling not more than 500,000 shares in Fuisz
up to lst September 1999. After that date (or before that date with the consent
of Fuisz) Cross is free to sell the entire shareholding of 1,000,000 shares.
In April 1999 Cross transferred 100,000 of its shares in Fuisz to Salisbury Ltd.
and a further 900,000 shares in Fuisz to Westbury Ltd. (also a wholly owned
subsidiary of Cross).
Yours faithfully,
/s/ D.P.N. Tierney
D.P.N. Tierney
Director
The Directors
Biovail Corporation International
2488 Dunwin Drive
Mississauga
Ontario
Canada
23rd July 1999
Fuisz Technologies Ltd.
Dear Sirs
This letter confirms the irrevocable agreement of Westbury Ltd to accept the
unconditional offer of Biovail Corporation International (Biovail) of US$7 per
share cash in respect of its holding of 900,000 shares of common stock in Fuisz
Technologies Ltd. (Fuisz). Payment to be made to Westbury Ltd. within seven days
of the delivery to Biovail of the stock certificate in respect of the stock
being sold.
Biovail may rely on this commitment to sell which is an enforceable commitment.
Kindly note that Westbury Ltd. is a wholly-owned subsidiary of The Cross Group
(Cross).
Cross received 1,000,000 shares of common stock in Fuisz on 1st September 1997
as part consideration for the sale of its subsidiary, Clonmel Healthcare Ltd. to
Fuisz. Under the Sale and Purchase Agreement of 1st September 1997 between Cross
and Fuisz, Cross is restricted to selling not more than 500,000 shares in Fuisz
up to 1st September 1999. After that date (or before that date with the consent
of Fuisz) Cross is free to sell the entire shareholding of 1,000,000 shares.
In April 1999 Cross transferred 900,000 of its shares in Fuisz to Westbury Ltd.
and a further 100,000 shares in Fuisz to Salisbury Ltd. (also a wholly owned
subsidiary of Cross).
Yours faithfully
/s/ D.P.N. Tierney
D.P.N. Tierney
Director
Biovail Corporation International
2488 Dunwin Drive
Mississauga, Ontario
Salisbury Limited
Suite C, Third Floor
Regal House
Queensway, Gibraltar
July 25, 1999
Fuisz Technologies Ltd.
Dear Sirs:
This letter will confirm that Biovail Corporation International (the "Company")
and you are party to an irrevocable agreement pursuant to which the Company will
purchase for cash at a price of US$7.00 per share your holdings of 100,000
shares of common stock in Fuisz Technologies Ltd. ("Fuisz").
Payment will be made to Salisbury Ltd. within seven days of the delivery to the
Company of the stock certificate in respect of the stock being sold.
The closing of this transaction will occur following the termination or
expiration of a tender offer by the Company for the shares of Fuisz (whether or
not any shares of Fuisz are purchased pursuant to the tender offer) or, if no
tender offer is commenced by August 6, 1999, as soon as possible thereafter.
The closing relating to those shares of common stock which are subject to the
restrictions set forth in your letter dated 23rd July 1999 will be postponed for
such time as the restrictions remain in force.
Yours faithfully,
BIOVAIL CORPORATION INTERNATIONAL
By: /s/ Ken Cancellara
-------------------------------------------
Name: Ken Cancellara
Title: Senior Vice President &
General Counsel
Agreed:
SALISBURY LIMITED
By:________________________
Name:
Title:
Biovail Corporation International
2488 Dunwin Drive
Mississauga, Ontario
Westbury Limited
Suite C, Third Floor
Regal House
Queensway, Gibralter
July 25, 1999
Fuisz Technologies Ltd.
Dear Sirs:
This letter will confirm that Biovail Corporation International (the "Company")
and you are party to an irrevocable agreement pursuant to which the Company will
purchase for cash at a price of US$7.00 per share your holdings of 900,000
shares of common stock in Fuisz Technologies Ltd. ("Fuisz").
Payment will be made to Westbury Ltd. within seven days of the delivery to
Biovail of the stock certificate in respect of the stock being sold.
The closing of this transaction will occur following the termination or
expiration of a tender offer by the Company for the shares of Fuisz (whether or
not any shares of Fuisz are purchased pursuant to the tender offer) or, if no
tender offer is commenced by August 6, 1999, as soon as possible thereafter.
The closing relating to those shares of common stock which are subject to the
restrictions set forth in your letter dated 23rd July 1999 will be postponed for
such time as the restrictions remain in force.
Yours faithfully,
BIOVAIL CORPORATION INTERNATIONAL
By: /s/ Ken Cancellara
---------------------------------------
Name: Ken Cancellara
Title: Senior Vice President &
General Counsel
Agreed:
WESTBURY LIMITED
By:________________________
Name:
Title:
