<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Biovail Corporation International
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
09067K106
- --------------------------------------------------------------------------------
(CUSIP Number)
Eugene Melnyk
Biovail Corporation International
2488 Dunwin Drive
Mississauga, Ontario L5L1J9
Canada
(416) 285-6000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1997
(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 / /.
Note: An EDGAR version of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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> 2
SCHEDULE 13D
CUSIP No. 09067K106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eugene Melnyk
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
ITEMS 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
6,733,057
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,733,057
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,733,057
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE> 3
This Amendment No. 5 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, Amendment No.
3 thereto filed with the SEC on March 11, 1997 and Amendment No. 4 thereto filed
with the SEC on May 6, 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. 5, 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, some of which were
pursuant to the exercise of stock options, 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.
Mr. Melnyk's acquisition of the Common Stock was for the
purpose of investment. In determining whether to purchase or dispose of
shares of Common Stock, Mr. Melnyk 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.
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. However, the
Reporting Person retains his rights to modify his plans with respect to the
transactions described in this Item 4, to acquire or dispose of securities of
<PAGE> 4
the Company and to formulate plans and proposals which could result in the
occurrence of any such events, subject to applicable laws and regulations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 31, 1997, Mr. Melnyk may be deemed to be
the beneficial owner of 6,733,057 shares of Common Stock (including 6,583,057
shares which are owned directly by Mr. Melnyk and 150,000 shares which are the
subject of options exercisable within 60 days of the date of this Schedule 13D
amendment), which constitute in the aggregate 25.2% of the shares of Common
Stock outstanding. In addition, Mr. Melnyk owns options to purchase 885,000
shares of Common Stock which are not exercisable within 60 days of the date of
this Schedule 13D amendment.
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. All such transactions were effected by Mr.
Melnyk and the Company, and Mr. Melnyk's stock purchases pursuant to the
exercise of stock options 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.
<PAGE> 5
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.
January 8, 1997
/s/ EUGENE MELNYK
----------------------------
Eugene Melnyk
<PAGE> 6
SCHEDULE I
SCHEDULE OF TRANSACTIONS IN THE SHARES OF COMMON STOCK
<TABLE>
<CAPTION>
No. of Shares
Purchased Upon Exercise
Exercise of Stock Price Per Share
Date Options of Stock Options
- ---- ------- ----------------
<S> <C> <C>
11/27/97 510,000 Cdn. $1.35
300,000 Cdn. $2.44
No. of Shares
Date Purchased Price Per Share
- ---- --------- ----------------
12/19/97 50,000 U.S. $37.12
12/22/97 32,000 U.S. $36.90
12/30/97 10,000 U.S. $37.38
12/31/97 30,000 U.S. $38.78
TOTAL 932,000
</TABLE>
<PAGE> 7
EXHIBIT INDEX
No exhibits are being filed with this Amendment No. 5.
