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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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BIOVAIL CORPORATION INTERNATIONAL
(Exact Name of Registrant as Specified in its Charter)
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<TABLE>
<S> <C>
CANADA N/A
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
2488 DUNWIN DRIVE, MISSISSAUGA, ONTARIO CANADA L5L 1J9
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a If this Form relates to the registration of
class of debt securities and is effective a class of debt securities and is to become
upon filing pursuant to General Instruction effective simultaneously with the
A(c)(1) please check the following box. [ ] effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<S> <C>
COMMON STOCK, PAR VALUE $0.01 PER SHARE NEW YORK STOCK EXCHANGE
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. Description of Registrant's Securities to be Registered.
The securities of Biovail Corporation International (the
"Registrant") to be registered are the Registrant's Common Stock, no par value
per share (the "Common Stock").
The Registrant is authorized to issue 60,000,000 shares of Common
Stock. As of November 15, 1996, the Company had outstanding 25,427,140 shares
of Common Stock. Each holder of Common Stock is entitled to one vote per share
in the election of Directors and on all other matters submitted to a vote of
shareholders. Subject to the rights of the holders of the Class A Special
Shares, more fully described below, the holders of shares of Common Stock are
entitled to share pro-rata in any dividends declared by the Board of Directors
and, in the event of liquidation, in the net assets of the Registrant available
for distribution. There are no pre-emptive or conversion rights, and the
shares are not subject to redemption. All shares of Common Stock now
outstanding and shares to be outstanding pursuant to 1993 Stock Option Plan, as
amended, are, and will be, fully paid and non-assessable.
The Registrant's by-laws provide for certain of the rights of
shareholders of the Registrant in accordance with statutory guidelines of the
Business Corporations Act (Ontario) which provide that such by-laws may be
amended by a majority vote of the shareholders or by a majority vote of the
Board of Directors. Any amendment of the by-laws by action of the Board of
Directors must be submitted to the next meeting of the shareholders whereupon
the by-laws amendment must be confirmed, confirmed as amended or repealed by a
majority vote of the shareholders.
Shareholders do not have cumulative voting rights for the
election of Directors. Therefore, the holders of more than 50% of the shares
voting for the election of Directors could, if they choose to do so, elect all
of the Directors and, in such event, the holders of the remaining shares would
not be able to elect any Director.
While the payment of dividends rests within the discretion of the
Board of Directors, the Registrant presently intends to retain all earnings, in
the foreseeable future, for use in the development of its business.
The R-M Trust Company is the principal transfer agent and
registrar for the Common Stock. The Registrant has appointed ChaseMellon
Shareholder Services as its U.S. transfer agent and registrar.
There is no provision in the Registrant's charter or by-laws that
would have the effect of delaying, deferring or preventing a change in control
in the Registrant, or that would operate only with respect to an extraordinary
corporate transaction involving the Registrant, such as a merger,
reorganization, tender offer, sale or transfer of substantially all of the
Registrant's assets or liquidation. However, certain special requirements apply
to the acquisition by a non-Canadian of control of a Canadian business.
The rights and privileges of the holders of Common Stock are
subject to the rights and privileges of holders of Class A Special Shares,
which are as follows:
(i) The Class A Special Shares may from time to time be
issued in one or more series and subject to the
following provisions, the directors may fix from time
to time before such issue the number of shares that
is to comprise each series and the designation,
rights, privileges, restrictions and conditions
attaching to each series of Class A Special Shares
including, without limiting the generality
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of the foregoing, the rate or amount of dividends or
the method of calculating dividends, the dates of
payment, the redemption, purchase and/or conversion
prices and terms and conditions of redemption,
purchase and/or conversion, and any sinking fund or
other provisions, subject to regulatory approval, if
applicable;
(ii) The Class A Special Shares of each series shall, with
respect to the payment of dividends and the
distribution of assets or return of capital in the
event of liquidation, dissolution or winding up of
the Registrant, whether voluntary or involuntary, or
any other return of capital or distribution of the
assets of the Registrant among its shareholders for
the purposes of winding up its affairs, rank on a
parity with the Special Shares of every other class
or series and be entitled to preference over the
common shares and over any other shares of the
Registrant ranking junior to the Class A Special
Shares. The Class A Special Shares of any series may
also be given such other preferences, not
inconsistent with the Registrant's articles, over the
common shares and any other shares of the Registrant
ranking junior to such Class A Special Shares as may
be fixed in accordance with clause (i);
(iii) If any amounts payable on the return of capital in
respect of a series of Class A Special Shares are not
paid in full, all series of Class A Special Shares
shall participate ratably in respect of such
dividends and return of capital;
(iv) The Class A Special Shares of any series may be made
convertible into common shares;
(v) Unless the directors otherwise determine, the holder
of each share of a series of Class A Special Shares
shall not be entitled to vote at a meeting of
shareholders.
ITEM 2. Exhibits.
1. All exhibits required by Instruction II to Item 2
will be supplied to the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
BIOVAIL CORPORATION INTERNATIONAL
(Registrant)
Dated: December 9, 1996 By: /s/ Robert A. Podruzny
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Name: Robert A. Podruzny
Title: Vice President-Finance and
Chief Financial Officer
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