-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RMRfMXAa5xcJNZid9vAecEV5zXxWPSR2aSrHNnVWfpSyj7QedC/2G0ZADmPJ7OQw 2Ga4xBeTcEkyT3f0oSdX7Q== 0000950135-00-000099.txt : 20000202 0000950135-00-000099.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950135-00-000099 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000111 FILED AS OF DATE: 20000112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOVAIL CORPORATION INTERNATIONAL CENTRAL INDEX KEY: 0000885590 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 001-14956 FILM NUMBER: 506164 BUSINESS ADDRESS: STREET 1: 2488 DUNWIN DR STREET 2: MISSISSIAUGA CITY: ONTARIO STATE: A6 BUSINESS PHONE: 4162856000 MAIL ADDRESS: STREET 1: 2488 DUNWIN DR STREET 2: MISSISSAUGA CITY: ONTARIO STATE: A6 6-K 1 BIOVAIL CORPORATION INTERNATIONAL 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a - 16 AND 15d - 16 OF THE SECURITIES EXCHANGE ACT OF 1934 JANUARY 11, 2000 COMMISSION FILE NUMBER 001-11145 BIOVAIL CORPORATION INTERNATIONAL (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH) 2488 DUNWIN DRIVE, MISSISSAUGA, ONTARIO L5L 1J9, CANADA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (416) 285-6000 INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES OR WILL FILE ANNUAL REPORTS UNDER COVER OF FORM 20-F OR FORM 40-F FORM 20-F X FORM 40-F --- --- INDICATE BY CHECK MARK WHETHER FOR REGISTRANT BY FURNISHING THE INFORMATION CONTAINED IN THIS FORM IS ALSO THEREBY FURNISHING THE INFORMATION TO THE COMMISSION PURSUANT TO RULE 12g 3-2 (b) UNDER THE SECURITIES EXCHANGE ACT OF 1934. YES NO X --- --- 1 2 BIOVAIL CORPORATION INTERNATIONAL QUARTERLY REPORT INDEX PART 1. FINANCIAL INFORMATION PART II. OTHER INFORMATION.......................................... 1 (ALL DOLLAR AMOUNTS IN THIS DOCUMENT ARE EXPRESSED IN U.S. DOLLARS UNLESS OTHERWISE STATED.) 2 3 BIOVAIL CORPORATION INTERNATIONAL PART II - OTHER INFORMATION 1. REPORTING ISSUED TO CANADIAN SECURITY ADMINISTRATORS AND STOCK EXCHANGES a) FORM 27 - MATERIAL CHANGE REPORT DATED JANUARY 7, 2000. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Biovail Corporation International January 11, 2000 By /s/John R. Miszuk ----------------- John R. Miszuk Vice President, Controller 4 5 MATERIAL CHANGE REPORT SECTION 75(2) OF THE SECURITIES ACT (ONTARIO) SECTION 118(2) OF THE SECURITIES ACT (ALBERTA) SECTION 67 OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA) SECTION 73 OF THE SECURITIES ACT (QUEBEC) SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN) SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND) 1. Reporting Issuer Biovail Corporation International 2488 Dunwin Drive Mississauga, Ontario L5L 1J9 2. Date of Material Change December 31, 1999 3. Press Release The press release prescribed by section 75(1) of the Securities Act (Ontario) was filed through SEDAR on January 6, 2000 4. Summary of Material Changes Biovail Corporation International ("Biovail") announced that articles of amendment were filed on December 31, 1999 to effect a subdivision of the common shares of Biovail on the basis of two common shares for every one common share held and an increase in the authorized capital of Biovail from 120,000 common shares to an unlimited number of common shares. An amendment was also made to Biovail's current by-law to change the quorum requirements for shareholders meetings from two shareholders holding 51% of the outstanding shares to two shareholders holding 25% of the outstanding shares. Full Description of Material Change On December 30, 1999, Biovail held a special meeting of shareholders at which time the shareholders approved, among other things, the following resolutions: 1. a subdivision of the outstanding common shares on the basis of two common shares for each one common share held; 2. an increase in the authorized capital of Biovail from 120,000,000 common shares to an unlimited number of common shares; and 6 3. an amendment to the current by-law of Biovail to change the quorum requirements for meetings of shareholders from two shareholders holding or representing at least 51% of the outstanding shares to the presence of two shareholders holding or representing at least 25% of the outstanding shares of Biovail. 5. Reliance on Section 75(3) of the Act Not applicable. 6. Omitted Information Not applicable. 7. Senior Officers The senior officer of Biovail who is knowledgeable about this material change is: John Miszuk Vice-President and Controller (416) 285-6000 8. Statement of Senior Officer The foregoing accurately discloses the material change referred to herein. Dated this 7th day of January, 2000. "John Miszuk" ------------------------------- John Miszuk Vice-President and Controller 2 -----END PRIVACY-ENHANCED MESSAGE-----