1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997 REGISTRATION STATEMENT NOS. 333-35833 & 333-35839 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ INTELLIGENT POLYMERS LIMITED (Exact name of Registrant as specified in its charter) BERMUDA 2834 (State or other jurisdiction of (Primary Standard Industrial Classification incorporation Code Number) or organization) BERMUDA NOT APPLICABLE incorporation or organization) (State or other jurisdiction of (I.R.S. Employer Identification No.) 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. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ BIOVAIL CORPORATION INTERNATIONAL (Exact name of Registrant as specified in its charter) ONTARIO, CANADA (State or other jurisdiction of incorporation or organization) ONTARIO, CANADA NOT APPLICABLE (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 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: 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 BRUCE D. BRYDON DAVID J. DOYLE BIOVAIL CORPORATION INTERNATIONAL INTELLIGENT POLYMERS LIMITED 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 PRESIDENT AND CHIEF EXECUTIVE OFFICER COMMON DIRECTOR/SECRETARY 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. [ ] 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. ================================================================================ 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): SEC Registration Fee.................................................... $ 66,891 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........................................................... 36,285 ---------- Total................................................................... $1,040,000 ========== - ------------------------------ * 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 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 EXHIBIT NUMBER DESCRIPTION ------ ------------------------------------------------------------------------------ 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 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 II-2 4 EXHIBIT NUMBER DESCRIPTION ------ ------------------------------------------------------------------------------ 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 - ------------------------------ * 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 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 6, 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 SIGNATURE TITLE - ----------------------------------------- ----- * 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) II-4 6 SIGNATURE TITLE - ----------------------------------------- ----- * 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 6, 1997 - ----------------------------------------- (Kenneth C. Cancellara) Attorney-in-fact II-5 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 6, 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. SIGNATURE TITLE - ---------------------------------------- ----- * 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 6, 1997 - ---------------------------------------- (Kenneth C. Cancellara) Attorney-in-fact II-6 8 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ --------------------------------------------------------------------- 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 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 - ------------------------------ * 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.