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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
"AMENDMENT NO.1"
/ / Registration Statement Pursuant To Section 12(b) or 12(g) of The Securities
Exchange Act of 1934
OR
/X/ Annual Report Pursuant To Section 13 or 15(d) of The Securities Exchange
Act of 1934 For the fiscal year ended December 31, 1999
OR
/ / Transition Report Pursuant To Section 13 or 15(d) of The Securities
Exchange Act Of 1934 For the transition period from to
COMMISSION FILE NUMBER 001-11145
BIOVAIL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NOT APPLICABLE
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
PROVINCE OF ONTARIO, CANADA
(JURISDICTION OF INCORPORATION OR ORGANIZATION)
2488 DUNWIN DRIVE
MISSISSAUGA, ONTARIO
CANADA, L5L 1J9
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
<S> <C>
Common Shares, No Par Value New York Stock Exchange
Toronto Stock Exchange
Warrants, each warrant entitling New York Stock Exchange
the holder to purchase one Common
Share, no par value, of Biovail Corporation
6 3/4% Convertible Subordinated Preferred New York Stock Exchange
Equivalent Debentures due March 31, 2025
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
NONE
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: NONE
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
62,195,784 common shares, without par value as of December 31, 1999
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 _ Item 18 _X_
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EXPLANATORY NOTE
This Amendment No.1 on Form 20-F/A ("Amendment No.1") to the previously filed
Annual Report on Form 20-F for Biovail Corporation ("Biovail" or the
"Company") for the year ended December 31, 1999 ("the Form 20-F") amends and
restates in its entirety Item 11 "Compensation of Directors and Officers" of
the Form 20-F. The purpose of Amendment No.1 is to provide certain
information omitted from the Form 20-F.
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS
The following table sets forth the compensation information for each of the
last three fiscal years for the Chief Executive Officer and the four other most
highly compensated executive officers of the Company who served as executive
officers at the end of 1999 ("Named Executive Officers"). This information
includes the dollar value of base salaries, performance bonus awards, long-term
incentive compensation payments, and certain other compensation.
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG-TERM COMPENSATION
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Awards Payments
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Securities Restricted
Other Under Shares or
Annual Options Restricted LTIP All Other
Name and Salary Bonus Compensation(2) Granted Share Units Payouts(5) Compensation(2)
Principal Position Year (U.S.$) (U.S.$) (U.S.$) (3)(#) (U.S.$) (U.S.$) (U.S.$)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene N. Melnyk 1999 456,731 -- -- 60,000 -- -- --
Chairman of the Board 1998 415,210 -- -- -- -- -- --
1997 377,463 -- -- 810,000 -- 23,488,158 --
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Bruce D. 1999 259,273 -- -- -- -- 3,259,500 --
Brydon(1) Chief 1998 266,033 -- -- -- -- 2,473,617 --
Executive Officer 1997 232,805 20,970 -- -- -- 453,751 --
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Robert A. Podruzny(1) 1999 221,728 20,759 -- 60,000 -- 1,094,900 --
President, Chief 1998 134,700 25,754 -- -- -- -- --
Operating Officer 1997 126,895 15,937 -- 42,000 -- -- --
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Kenneth C. 1999 207,870 -- -- 60,000 -- 564,263 --
Cancellara(1) 1998 168,375 -- -- -- -- 2,957,262 --
Senior Vice 1997 183,138 -- -- -- -- -- --
President and
General Counsel
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Rolf K. 1999 158,495 34,601 -- 60,000 -- -- --
Reininghaus(1) 1998 118,536 -- -- -- -- 6,108,192 --
Senior 1997 134,577 10,654 -- -- -- -- --
Vice-President
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(1) The amount of compensation paid to the Named Executive Officers was
determined and paid by the Company. Other than in respect of Mr. Melnyk,
these amounts were paid in Canadian dollars and, for the purposes of this
table, converted to U.S. dollars at the respective year end rates of
exchange as follows: 1999 -- .6929; 1998 -- .6735; and 1997 -- .6990.
(2) Perquisites and other personal benefits for Named Executive Officers did not
exceed the minimum threshold disclosure level in 1999.
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(3) The options are all for purchase of common shares of the Company and were
granted under the Company's Stock Option Plan, as amended, established in
1993. With the exception of certain options granted in December 1999, all
options are for a term of 5 years and become exercisable as to a maximum of
33 1/3% on each of the first, second and third anniversaries of the date of
grant. 120,000 options were granted in December 1999 and are for a term of
7 years and become exercisable during a period commencing 12 to 15 months
from the date of grant.
(4) The compensation of all officers and directors as a group for the year ended
December 31, 1999 was $1,984,943.
(5) Relates to the value of options exercised pursuant to the stock option plan.
EMPLOYMENT AGREEMENTS
Eugene Melnyk, as Chairman of the Board of the Company, pursuant to a Management
Agreement, effective February 1, 1992, receives annual compensation for services
in the amount of $398,601, which amount is subject to 10% annual increases
during the term of the Management Agreement, and is reimbursed for business
related expenses. The Management Agreement will continue automatically for
renewal periods of one year unless terminated by either party upon prior written
notice.
Bruce Brydon, as Chief Executive Officer and Director, pursuant to an Employment
Agreement effective January 1, 1999, receives an annual salary of Cdn$434,500
plus business expenses. The Employment Agreement is terminable by the Company
and/or Mr. Brydon upon 90 days' written notice.
Robert Podruzny, President, Chief Operating Officer and Director, pursuant to an
Employment Agreement made as of January 8, 1996, receives an annual salary of
Cdn$320,000, subject to a cost of living adjustment, reimbursement of business
expenses and an automobile allowance. The Employment Agreement is terminable by
the Company, and/or Mr. Podruzny upon three months' written notice.
Kenneth Cancellara, as Senior Vice President, General Counsel and Director,
pursuant to an Employment Agreement made as of January 10, 1996, receives an
annual salary of Cdn$300,000, subject to a cost of living adjustment,
reimbursement of business expenses and an automobile allowance. The Employment
Agreement has a term of five years, expiring in March, 2001 and thereafter is
terminable by the Company upon six months' written notice and is terminable by
Mr. Cancellara upon 90 days' prior notice.
Rolf Reininghaus, as Senior Vice President and Director, pursuant to an
Employment Agreement made as of February 1, 1992, as amended, receives an annual
salary of Cdn$228,742, subject to a cost of living adjustment, a bonus at the
discretion of the Board of Directors, as well as reimbursement of business
expenses and an automobile allowance. The Employment Agreement, is terminable by
the Company upon one year's written notice and is terminable by Mr. Reininghaus
upon two months' prior written notice.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The Company maintains insurance for the benefit of its directors and officers
against certain liabilities incurred by them in their capacity as directors or
officers of the Company or its subsidiaries in the aggregate amount of
$15,000,000. The policy governing such insurance is subject to standard
exclusions and limitations. During the 1999 fiscal year the amount of the
premiums paid in respect of such insurance was US$54,648.
REMUNERATION OF DIRECTORS
Certain directors who are not officers or employees of the Company receive an
annual fee of $2,900 and a participation fee of $370 for each meeting of the
Board of Directors attended. All
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directors are reimbursed for expenses incurred in connection with attending
Board of Directors meetings. Directors also have been granted stock options
pursuant to the terms of the Company's Stock Option Plan
COMPENSATION COMMITTEE
The Company does not have a compensation committee. The duties of such a
committee are carried out by the Board of Directors. The Board of Directors
meets on compensation matters as and when required with respect to executive
compensation.
PENSION PLAN
The Company does not maintain a pension plan for its employees, officers or
directors.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company certifies that it meets all of the requirements for filing on
Form 20-F/A and has duly caused this Annual Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
BIOVAIL CORPORATION
/s/Kenneth G. Howling
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Kenneth G. Howling
Vice President, Finance and
Chief Financial Officer
Date: May 3, 2000
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