As filed with the Securities and Exchange Commission on January 20, 2000
Registration No. 333-41037
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
Fuisz Technologies Ltd.
(Name Changed to Biovail Technologies Ltd.)
(Exact name of registrant as specified in its charter)
Delaware 52-1579474
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14555 Avion Parkway
Chantilly, Virginia 22021
(703) 803-3260
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
----------------
Kenneth C. Cancellara Stephen H. Willard
Senior Vice President, General Counsel Executive Vice President
and Secretary and General Counsel
Biovail Corporation International Fuisz Technologies Ltd.
2488 Dunwin Drive 14555 Avion Parkway
Mississauga, Ontario Canada L5L 1J9 Chantilly, VA 20151
(905) 608-8008 (703) 995-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
Copies to:
Roger Andrus, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
----------------
Approximate date of commencement of proposed sale to the public: Not
applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<PAGE>
DEREGISTRATION OF SECURITIES
The Registrant registered the resale of $75,000,000 aggregate principal
amount of its 7% Convertible Subordinated Debentures due 2004 (the "Notes") and
an indeterminate number of shares of its common stock ("Common Stock") issuable
upon conversion of the Notes on Form S-3 (File No. 333-41037) (the "Registration
Statement") which was declared effective by the Securities and Exchange
Commission on December 8, 1997.
On November 12, 1999, the Registrant merged (the "Merger") with ABCI
Acquisition Sub. Corporation, a Delaware corporation ("Acquisition Sub"), a
wholly owned subsidiary of Biovail Corporation International, an Ontario
corporation ("Acquiror"), pursuant to an Agreement and Plan of Merger, dated as
of July 25, 1999, by and among the Registrant, the Acquiror and Acquisition Sub
(the "Merger Agreement"). As a result of the Merger, the Notes are no longer
convertible into shares of the Registrant's common stock. Instead, each holder
has the right (during the period the Notes are convertible as specified in the
Indenture governing the Notes) to convert such Notes only into the amount of
Acquiror common shares receivable upon the Merger pursuant to the Merger
Agreement by the holder of the number of shares of the Registrant's common stock
into which such Notes might have been converted immediately prior to the Merger.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to terminate the Registration Statement and to deregister the
$75,000,000 aggregate principal amount of Notes and all of the shares of Common
Stock originally registered thereby which remain unissued as of such
termination.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Biovail
Technologies Ltd., the Registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Chantilly, State of
Virginia on the 18th day of January, 2000.
BIOVAIL TECHNOLOGIES LTD.
(Registrant)
By: /s/Marc Canton
--------------------------------------
Name: Marc Canton
Title: Acting Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Marc Canton Acting Chief Executive Officer January 18, 2000
- -----------------------------------------
Marc Canton
/s/ John Miszuk Chief Financial Officer and Controller January 18, 2000
- ----------------------------------------- (Principal Accounting Officer)
John Miszuk
/s/ Eugene N. Melnyk Director January 18, 2000
- -----------------------------------------
Eugene N. Melnyk
/s/ Robert A. Podruzny Director January 18, 2000
- -----------------------------------------
Robert A. Podruzny
/s/ Kenneth Cancellara Director January 18, 2000
- -----------------------------------------
Kenneth Cancellara
</TABLE>
