<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1997
REGISTRATION STATEMENT NOS. 333-35833 & 333-35839
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
AMENDMENT NO. 2
TO
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------------
INTELLIGENT POLYMERS LIMITED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
BERMUDA 2834
(State or other jurisdiction of incorporation (Primary Standard Industrial Classification
or organization) Code Number)
<CAPTION>
BERMUDA NOT APPLICABLE
or organization)
<CAPTION>
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
</TABLE>
CONYERS DILL & PEARMAN
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON HM 11, BERMUDA
ATTENTION: DAVID J. DOYLE, (441) 295-1422
(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM
1633 BROADWAY, NEW YORK, NEW YORK 10015 (212) 664-1666
(Name, address and telephone number of agent for service)
------------------------------------
AMENDMENT NO. 2
TO
FORM F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------------
BIOVAIL CORPORATION INTERNATIONAL
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
ONTARIO, CANADA
(State or other jurisdiction of incorporation or organization)
<CAPTION>
ONTARIO, CANADA NOT APPLICABLE
<CAPTION>
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No
.)
</TABLE>
BIOVAIL CORPORATION INTERNATIONAL
2488 DUNWIN DRIVE, MISSISSAUGA, ONTARIO, CANADA L5L 1J9
ATTN: ROBERT A. PODRUZNY (416) 285-6000
(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM
1633 BROADWAY, NEW YORK, NEW YORK 10015 (212) 664-1666
(Name, address and telephone number of agent for service)
------------------------------------
COPIES TO:
<TABLE>
<S> <C>
BRUCE D. BRYDON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BIOVAIL CORPORATION INTERNATIONAL
2488 DUNWIN DRIVE, MISSISSAUGA, ONTARIO, CANADA L5L 1J9
ROGER ANDRUS, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET, NEW YORK, NEW YORK 10005
(212) 701-3000
<CAPTION>
BRUCE D. BRYDON DAVID J. DOYLE
BIOVAIL CORPORATION INTERNATIONAL INTELLIGENT POLYMERS LIMITE
D
2488 DUNWIN DRIVE, MISSISSAUGA, ONTARIO, CANADA L5L 1J9 CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON
HM 11, BERMUDA
ROGER ANDRUS, ESQ. MARK KESSEL, ESQ.
CAHILL GORDON & REINDEL BRICE T. VORAN, ESQ.
80 PINE STREET, NEW YORK, NEW YORK 10005 SHEARMAN & STERLING
(212) 701-3000 599 LEXINGTON AVENUE, NEW YORK, NEW
YORK 10022
(212) 848-4000
<CAPTION>
PRESIDENT AND CHIEF EXECUTIVE OFFICER COMMON DIRECTOR/SECRETARY
</TABLE>
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
------------------------------------
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, please 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. [ ]
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE PROPOSED MAXIMUM
TITLE OF EACH CLASS REGISTERED OFFERING PRICE
OF SECURITIES TO BE REGISTERED PER UNIT(2)
- ----------------------------------------------------------------------------------------------------------------------------------
Units each consisting of one Common Share, par value $.01 per share, of 3,737,500 Units $20.00
Intelligent Polymers Limited and one Warrant to purchase one Biovail
Common Share(1)...........................................................
- ----------------------------------------------------------------------------------------------------------------------------------
Intelligent Polymers Limited Common Shares included in Units.............. 3,737,500 Shares --
- ----------------------------------------------------------------------------------------------------------------------------------
Warrants to purchase Biovail Common Shares included in Units.............. 3,737,500 Warrants --
- ----------------------------------------------------------------------------------------------------------------------------------
Biovail Common Shares, $.01 par value(4).................................. (5) (5)
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AGGREGATE OFFERING REGISTRATION FEE
OF SECURITIES TO BE REGISTERED PRICE(2)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
Units each consisting of one Common Share, par value $.01 per share, of $74,750,000 $22,652(6)
Intelligent Polymers Limited and one Warrant to purchase one Biovail
Common Share(1)...........................................................
- ----------------------------------------------------------------------------------------------------------------------------------
Intelligent Polymers Limited Common Shares included in Units.............. -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Warrants to purchase Biovail Common Shares included in Units.............. -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Biovail Common Shares, $.01 par value(4).................................. $228,137,000 $69,135(7)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each Warrant grants the holder the right to purchase one Common Share, no
par value, of Biovail Corporation International.
(2) Estimated solely for purposes of calculating the amount of the registration
fee.
(3) Includes 487,500 Units which the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(4) Shares to be issued if Biovail exercises that certain Purchase Option
described in the Prospectus contained herein at any time on or before
September 30, 2002 and pays the exercise price in common shares of Biovail
Corporation International.
(5) Omitted pursuant to Rule 457(o) under the Securities Act.
(6) Previously paid.
(7) $44,239 of which has been previously paid.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13 (FORM F-1)/ITEM 14 (FORM F-3).* OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
The following table sets forth the costs and expenses payable by
Intelligent Polymers in connection with the sale of Units being registered (all
amounts are estimated except the SEC Registration Fee and the American Stock
Exchange Listing Application Fee):
<TABLE>
<S> <C>
SEC Registration Fee.................................................... $ 91,787
Listing Application Fee................................................. 16,750
Blue Sky Qualification Fees and Expenses................................ 12,500
Accounting Fees......................................................... 100,000
Legal Fees and Expenses................................................. 625,000
NASD Filing Fee......................................................... 22,574
Printing and Engraving.................................................. 160,000
Miscellaneous........................................................... 16,389
----------
Total................................................................... $1,045,000
==========
</TABLE>
- ------------------------------
* Pursuant to the Services Agreement, Biovail and Intelligent Polymers have
agreed that Intelligent Polymers will pay all expenses associated with the
issuance and distribution of the Units.
ITEM 14 (FORM F-1)/ITEM 15 (FORM F-3). INDEMNIFICATION OF DIRECTORS AND
OFFICERS
Except as hereinafter set forth, there is no charter provision, by-law,
contract, arrangement or statute under which any director or officer of either
of the Registrants is insured or indemnified in any manner against any liability
which he may incur in his capacity as such.
With respect to Intelligent Polymers:
Intelligent Polymers' Bye-Laws provide that Intelligent Polymers shall
indemnify out of the funds of Intelligent Polymers, except as set forth below,
every director and officer of Intelligent Polymers and every member of a
committee of the Board of Directors of Intelligent Polymers, against all civil
liabilities, loss, damage or expense (including but not limited to liabilities
under contract, tort and statute or any applicable foreign law or regulation and
all reasonable legal and other costs and expenses properly payable) incurred or
suffered by him as such director, officer or committee member and any person
acting as a director, officer or committee member in the reasonable belief that
he has been so appointed or elected notwithstanding any defect in such
appointment or election provided always that the indemnity contained by the
Bye-Laws shall not extend to any matter in respect of any fraud or dishonesty
which may attach to any of the foregoing persons. To the extent that any
director, officer or member of a committee duly constituted under the Bye-Laws
is entitled to claim an indemnity pursuant to the Bye-Laws in respect of amounts
paid or discharged by him, the relative indemnity shall take effect as an
obligation of Intelligent Polymers to reimburse the person making such payment
or effecting such discharge. No director, secretary or other duly appointed
officer of Intelligent Polymers shall be personally liable to Intelligent
Polymers or its shareholders for monetary damages in respect of the exercise or
non-exercise of any power or duty vested in such director, secretary or officer,
provided, however, the foregoing shall not extend to any matter in respect of
any fraud or dishonesty which may attach to any of the foregoing persons.
Expenses incurred in defending a civil or criminal action, suit or proceeding
shall be paid by Intelligent Polymers in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors of
Intelligent Polymers upon receipt of an undertaking by or on behalf of a
director, officer, liquidator or trustee to repay such amount, unless it shall
be ultimately determined that he is entitled to be indemnified by Intelligent
Polymers as authorized in the Bye-Laws or otherwise pursuant to applicable laws.
II-1
<PAGE> 3
With respect to Biovail:
Section 6.04 of By-Law No. 1 of Biovail provides as follows:
Subject to the limitations contained in statutory law, Biovail shall
indemnify a director or officer, a former director or officer, or a person who
acts or acted at Biovail's request as a director or officer of a body corporate
of which Biovail is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
Biovail or such body corporate, if
(a) he acted honestly and in good faith with a view to the best
interest of Biovail; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
Biovail shall also indemnify such person in such other circumstances as
statutory law permits or requires.
ITEM 15 (FORM F-1). RECENT SALES OF UNREGISTERED SECURITIES
On July 30, 1997 Intelligent Polymers sold 12,000 Special Shares to Biovail
for an aggregate cash purchase price of $12,000. The Special Shares were issued
without registration under the Securities Act of 1933, as amended, in reliance
upon the exemption provided by Section 4(2) of the Act. No underwriting
commissions were paid in connection with such issuance.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ------------------------------------------------------------------------------
<C> <C> <S>
1.1* -- Form of Underwriting Agreement
2.9** -- Amalgamation Agreement between Trimel Corporation and Biovail Corporation
International dated January 12, 1994
3.1* -- Memorandum of Association of Intelligent Polymers
3.2* -- Bye-Laws of Intelligent Polymers
4.1* -- Purchase Option (included in Exhibit 3.2)
4.2* -- Form of Warrant Agreement
4.3* -- Form of Warrant (included in Exhibit 4.2)
4.4* -- Form of Unit Certificate
4.5+ -- Specimen Stock Certificate for Biovail Common Shares
4.6* -- Specimen Stock Certificate for Intelligent Polymers Common Shares (included in
Exhibit 4.4)
4.7* -- Specimen Stock Certificate for Intelligent Polymers Special Shares
5.1* -- Form of Opinion of Kenneth C. Cancellara as to legality of underlying Biovail
Common Shares, including consent
5.2 -- Form of Opinion of Conyers Dill & Pearman as to legality of Intelligent
Polymers Common Shares, including consent (included in Exhibit 8.3)
8.1* -- Form of Opinion of Cahill Gordon & Reindel as to U.S. tax matters, including
consent
8.2* -- Form of Opinion of Cassels Brock & Blackwell as to Canadian tax matters,
including consent
8.3* -- Form of Opinion of Conyers Dill & Pearman as to Bermuda tax matters, including
consent
10.1* -- Form of Development and License Agreement
10.2* -- Form of Services Agreement
21.1* -- List of Subsidiaries of Biovail
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ------------------------------------------------------------------------------
<C> <C> <S>
23.1* -- Consent of Cahill Gordon & Reindel (included in Exhibit 8.1)
23.2* -- Consent of Cassels Brock & Blackwell (included in Exhibit 8.2)
23.3* -- Consent of Conyers Dill & Pearman (included in Exhibit 5.2 and Exhibit 8.3)
23.4* -- Consent of Kenneth C. Cancellara (included in Exhibit 5.1)
23.5 -- Consent of Deloitte & Touche, independent Chartered Accountants, regarding
Intelligent Polymers Balance Sheet and Biovail Consolidated Financial
Statements
24.1* -- Powers of Attorney
</TABLE>
- ------------------------------
* Previously filed.
** Incorporated by reference to Registrant's registration statement on Form F-4,
Registration Statement No. 33-74120.
+ Incorporated by reference to Biovail's registration statement on Form F-4,
Registration Statement No. 33-74120.
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(1) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under item 14
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(2) For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(4) For purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Intelligent Polymers hereby undertakes to provide to the Underwriters at
the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Mississauga, Canada, on October 8, 1997.
BIOVAIL CORPORATION INTERNATIONAL
By: /s/ KENNETH C. CANCELLARA
------------------------------------
(Kenneth C. Cancellara)
Senior Vice President, General
Counsel,
Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of Biovail Corporation
International by the following persons in the capacities and on the dates
indicated
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------- --------------------------------------------------
<C> <S>
* Chairman of the Board of Directors
- -----------------------------------------
Eugene N. Melnyk
* President, Chief Executive Officer and Director
- ----------------------------------------- (Principal Executive Officer)
Bruce D. Brydon
* Senior Vice President,
- ----------------------------------------- Corporate and Strategic
Rolf K. Reininghaus Development and Director
* Senior Vice President,
- ----------------------------------------- Chief Operating Officer and
Mahmood Khan Director
* Senior Vice President, General Counsel, Secretary
- ----------------------------------------- and Director
Kenneth C. Cancellara
* Vice President Finance,
- ----------------------------------------- Chief Financial Officer and
Robert A. Podruzny Director (Principal Financial
and Accounting Officer)
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------- --------------------------------------------------
<C> <S>
* Director
- -----------------------------------------
Wilfred G. Bristow
* Director
- -----------------------------------------
Roger Rowan
* Director
- -----------------------------------------
Robert Vujea
Authorized Representative in the U.S.
*
- -----------------------------------------
Biovail Americas Corp.
*By: /s/ KENNETH C. CANCELLARA October 8, 1997
- -----------------------------------------
(Kenneth C. Cancellara)
Attorney-in-fact
</TABLE>
II-5
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mississauga, Ontario on October 8, 1997.
INTELLIGENT POLYMERS LIMITED
By: /s/ KENNETH C. CANCELLARA
------------------------------------
(Kenneth C. Cancellara)
Authorized Signatory
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of Intelligent Polymers Limited
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------- ---------------------------------------------------
<C> <S>
* Chairman/Chief Executive Officer (Principal
- ---------------------------------------- Executive, Financial and Accounting Officer)
Eugene N. Melnyk
* Special Director
- ----------------------------------------
Robert A. Podruzny
* Common Director, Secretary
- ----------------------------------------
David J. Doyle
Authorized Representative in the U.S.
*
- ----------------------------------------
Biovail Americas Corp.
*By: /s/ KENNETH C. CANCELLARA October 8, 1997
- ----------------------------------------
(Kenneth C. Cancellara)
Attorney-in-fact
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ---------------------------------------------------------------------
<C> <C> <S> <C>
1.1* -- Form of Underwriting Agreement
2.9** -- Amalgamation Agreement between Trimel Corporation and Biovail
Corporation International dated January 12, 1994
3.1* -- Memorandum of Association of Intelligent Polymers
3.2* -- Bye-Laws of Intelligent Polymers
4.1* -- Purchase Option (included in Exhibit 3.2)
4.2* -- Form of Warrant Agreement
4.3* -- Form of Warrant (included in Exhibit 4.2)
4.4* -- Form of Unit Certificate
4.5+ -- Specimen Stock Certificate for Biovail Common Shares
4.6* -- Specimen Stock Certificate for Intelligent Polymers Common Shares
(included in Exhibit 4.4)
4.7* -- Specimen Stock Certificate for Intelligent Polymers Special Shares
5.1* -- Form of Opinion of Kenneth C. Cancellara as to legality of underlying
Biovail Common Shares, including consent
5.2 -- Form of Opinion of Conyers Dill & Pearman as to legality of
Intelligent Polymers Common Shares, including consent (Included in
Exhibit 8.3)
8.1* -- Form of Opinion of Cahill Gordon & Reindel as to U.S. tax matters,
including consent
8.2* -- Form of Opinion of Cassels Brock & Blackwell as to Canadian tax
matters, including consent
8.3* -- Form of Opinion of Conyers Dill & Pearman as to Bermuda tax matters,
including consent
10.1* -- Form of Development and License Agreement
10.2* -- Form of Services Agreement
21.1* -- List of Subsidiaries of Biovail
23.1* -- Consent of Cahill Gordon & Reindel (included in Exhibit 8.1)
23.2* -- Consent of Cassels Brock & Blackwell (included in Exhibit 8.2)
23.3* -- Consent of Conyers Dill & Pearman (included in Exhibit 5.2 and
Exhibit 8.3)
23.4* -- Consent of Kenneth C. Cancellara (included in Exhibit 5.1)
23.5 -- Consent of Deloitte & Touche, independent Chartered Accountants,
regarding Intelligent Polymers Balance Sheet and Biovail Consolidated
Financial Statements
24.1* -- Powers of Attorney
</TABLE>
- ------------------------------
* Previously filed.
** Incorporated by reference to Registrant's registration statement on Form F-4,
Registration Statement No. 33-74120.
+ Incorporated by reference to Biovail's registration statement on Form F-4,
Registration Statement No. 33-74120.
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 2 to the
Registration Statement of Biovail Corporation International on Form F-3 of our
report dated February 21, 1997, appearing in the Annual Report on Form 20-F of
Biovail Corporation International for the year ended December 31, 1996 and to
the use in Amendment No. 2 to the Registration Statement of Intelligent Polymers
Limited on Form F-1 of our report dated September 9, 1997 appearing in the
Prospectus, which is part of this Registration Statement. We also consent to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Toronto, Canada
October 8, 1997
