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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Biovail Corporation International
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
09067K 10 6
(CUSIP Number)
Eugene Melnyk
Biovail Corporation International
460 Comstock Road, Scarborough
Ontario, Canada M1L 4S4
(416) 285-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
N/A
(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 Rule 13d-1(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the statement
[ ].
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SCHEDULE 13D
CUSIP NO.: 09067K 10 6
(1) NAME OF REPORTING PERSON:
Eugene Melnyk
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 6,289,727
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 6,289,727
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 6,289,727
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.7
(14) TYPE OF REPORTING PERSON: IN
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This Amendment No. 4 amends the statement on Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on March 30, 1994, as amended
by Amendment No. 1 thereto filed with the SEC on April 11, 1995, Amendment No. 2
thereto filed with the SEC on September 25, 1996 and Amendment No. 3 thereto
filed with the SEC on March 11, 1997 (as so amended, the "Schedule 13D"), with
respect to the common stock, no par value (the "Common Stock"), of Biovail
Corporation International (the "Company"). Except as amended by this Amendment
No. 4, the Schedule 13D, as heretofore filed with the SEC, shall remain in full
force and effect.
ITEM 1. SECURITY AND ISSUER.
This amendment relates to the Common Stock of the Company.
ITEM 2. IDENTITY AND BACKGROUND.
This amendment is being filed by Eugene Melnyk, the Chairman of the
Board and a director of the Company. The filing of this amendment shall not be
construed as an admission that Mr. Melnyk is, for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner
of any securities covered by this Statement except for the securities stated
herein to be beneficially owned by Mr. Melnyk.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Certain recent purchases of Common Stock by Mr. Melnyk are described
in Schedule I hereto, which Schedule is hereby incorporated by reference. The
source of funds for the purchases of Common Stock described in Schedule I hereto
was Mr. Melnyk's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Subject to applicable legal requirements and the factors referred to
below, Mr. Melnyk presently intends to purchase from time to time up to an
aggregate of an additional 521,000 shares of Common Stock in open market
transactions. In determining whether to purchase additional shares, he intends
to consider and review various factors on a continuous basis, including the
Company's financial condition, business and prospects, other developments
concerning the Company, the price and availability of shares of Common Stock,
other investment and business opportunities available to Mr. Melnyk, and
developments with respect to general economic, monetary and stock market
conditions.
Mr. Melnyk's acquisition of the Common Stock is for the purpose of
investment. Except as otherwise described herein, Mr. Melnyk has no plan or
proposal with respect to the Company which relates to or would result in any of
the matters listed in Items 4(a) - (j) of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of May 5, 1997, Mr. Melnyk may be deemed to be the beneficial
owner of 6,289,727 shares of Common Stock (including 5,659,727 shares which are
owned directly by Mr. Melnyk and 630,000 shares which are the subject of
currently exercisable options), which constitute in the aggregate 24.7% of the
shares of Common Stock outstanding.
Except as described in the preceding paragraph, Mr. Melnyk does not
beneficially own any shares of Common Stock.
(b) Mr. Melnyk has the sole power to vote, direct the voting of,
dispose of and direct the disposition of the Common Stock beneficially owned by
him.
(c) Transactions in the Common Stock by Mr. Melnyk effected during
the past 60 days are described in Schedule I hereto, which Schedule is hereby
incorporated by reference. In addition, Schedule I describes a transaction in
the Common Stock by Mr. Melnyk effected on December 17, 1996, which transaction
was not previously described in the Schedule 13D. All such transactions were
effected by Mr. Melnyk in the open market on the New York Stock Exchange, and
Mr. Melnyk's stock purchases were made with personal funds.
Except as described in Schedule I hereto, Mr. Melnyk has not
effected any transactions in the Common Stock during the past 60 days.
(d) Mr Melnyk has the sole right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock owned by him.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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.
May 5, 1997
/s/ EUGENE MELNYK
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Eugene Melnyk
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SCHEDULE I
SCHEDULE OF TRANSACTIONS IN THE SHARES OF COMMON STOCK
No. of Shares
Date Purchased Price Per Share(1)
12/17/96 1,000 $27.25
3/31/97 50,000 $23.25
4/28/97 12,500 $21.00
4/30/97 25,000 $24.75
5/ 2/97 15,500 $25.50
(1) Net of brokers' commissions
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EXHIBIT INDEX
No exhibits are being filed with this Amendment No. 4.
