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VALEANT PHARMACEUTICALS INTERNATIONAL, INC. FORM 6-K (Report of Foreign Issuer) Filed 07/17/98 for the Period Ending 07/10/98 Telephone 514-744-6792 CIK 0000885590 Symbol VRX SIC Code 2834 - Pharmaceutical Preparations Industry Biotechnology & Drugs Sector Healthcare Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2012, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. 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 FOR THE MONTH OF JULY, 1998 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 BIOVAIL CORPORATION INTERNATIONAL The following documents issued by the Company to its shareholders in June, 1998, are attached as the indicated exhibits: Exhibit A Notice of Annual and Special Meeting of Shareholders Exhibit B Management Information Circular Exhibit C Proxy Exhibit D Annual Report 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 June 17, 1998 By /s/ Kenneth G. Howling Vice President, Finance and Chief Financial Officer EXHIBIT A BIOVAIL CORPORATION INTERNATIONAL NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 10, 1998 NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the "Meeting") of shareholders of Biovail Corporation International (the "Company") will be held at the Royal York Hotel, Upper Canada Room, 100 Front Street West, Toronto, Ontario, Canada, on Friday, the 10th day of July, 1998, at the hour of 10:00 o'clock in the forenoon (Toronto time) for the following purposes: 1. To receive and consider the financial statements of the Company for the year ended December 31, 1997 and the report of the auditors thereon; 2. To appoint Deloitte & Touche, chartered accountants, as auditors of the Company and authorize the directors of the Company to fix their remuneration; 3. To elect directors, 4. To consider and if thought advisable, approve, with or without variation, a special resolution amending the Articles of Amalgamation of the Company to increase the authorized capital to a maximum of 120,000,000 common shares. The text of such special resolution is annexed to the management information circular accompanying this notice; 5. To consider and, if thought advisable, to pass a resolution, with or without amendment, to approve an additional 2,500,000 shares to be reserved for issue under the Stock Option Plan of the Company; 6. To transact such further or other business as may properly come before the Meeting or at any adjournment thereof. A copy of the Company's financial statements and the auditors' report to the Shareholders of the Company for the year ended December 31, 1997, a management information circular, a form of proxy and a return card for purposes of the Company's supplemental mailing list accompanies this Notice. DATED at Toronto this 1st day of June, 1998. BY ORDER OF THE BOARD "Kenneth C. Cancellara" Secretary NOTE: If you are not able to be present at the meeting, kindly date, execute and return the enclosed form of proxy in the envelope provided for the purpose. NOTE: To be used at the meeting, proxies must be returned to the CIBC Mellon Trust Company at 320 Bay Street, P.O. Box 1, Toronto, Ontario, M5H 4A6 on or before the close of business on the last day preceding the day of meeting or any adjournment thereof at which the proxy is to be used, or delivered to the Chairman of the meeting on the day of the meeting or any adjournment thereof prior to the time of voting. 1 EXHIBIT B BIOVAIL CORPORATION INTERNATIONAL 2488 DUNWIN DRIVE MISSISSAUGA, ONTARIO L5L 1J9 MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF BIOVAIL CORPORATION INTERNATIONAL (THE "COMPANY") FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 10, 1998 AND AT ANY AND ALL ADJOURNMENTS THEREOF (THE "MEETING"). It is expected that the solicitation will be primarily by mail, possibly supplemented by telephone or other personal contact by regular employees of the Company. The Company may also pay brokers, investment dealers or nominees holding common shares in their names or in the names of their principals for their reasonable expenses in sending solicitation material to their principals. No person is authorized to give any information or to make any representations other than those contained in this circular and, if given or made, such information must not be relied upon as having been authorized. APPOINTMENT OF PROXY A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY) TO ATTEND, ACT AND VOTE FOR HIM AND ON HIS BEHALF AT THE MEETING OR ANY ADJOURNMENT(S) THEREOF, OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY, BY INSERTING SUCH PERSON'S NAME IN THE SPACE PROVIDED IN THE FORM OF PROXY AND BY DELETING THE NAMES THEREIN. All common shares (hereinafter referred to as "common shares" or "shares") represented by properly executed proxies received by the Secretary of the Company in a timely fashion will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for at the Meeting; if a choice is specified in respect of any matter to be acted upon, the shares will be voted accordingly. IN THE ABSENCE OF SUCH DIRECTION, THE SHARES WILL BE VOTED FOR SUCH MATTER, ALL AS MORE PARTICULARLY DESCRIBED IN THIS MANAGEMENT INFORMATION CIRCULAR. THE ENCLOSED FORM OF PROXY, WHEN PROPERLY EXECUTED, CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO ALL AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. The enclosed form of proxy must be dated and executed by the Shareholder or his/her attorney authorized in writing, or if the Shareholder is a Company, under its corporate seal or by a duly authorized officer or attorney thereof. If the form of proxy is executed by an attorney, the authority of the attorney to act must accompany the form of proxy. The form of proxy must be received by the Company's Registrar and Transfer Agent, The CIBC Mellon Trust Company at 320 Bay Street, P.O. Box 1, Toronto, Ontario, M5H 4A6 on or before the close of business of the last day preceding the day of the meeting or any adjournment thereof at which the proxy is to be used, or delivered to the Chairman of the meeting on the day of the meeting or any adjournment thereof prior to the time of voting. REVOCATION OF PROXIES Pursuant to Section 110(4) of the Business Corporations Act, 1990 (Ontario), any Shareholder giving a proxy may revoke a proxy by instrument in writing executed by the Shareholder or by his/her attorney authorized in writing, or if the Shareholder is a Company, under the corporate seal or by a duly authorized officer or attorney thereof and deposited at the Company's Registrar and Transfer Agent, The CIBC Mellon Trust Company at 320 Bay Street, P.O. Box 1, Toronto, Ontario, M5H 4A6 on or before the close of business of the last day preceding the day of the meeting or any adjournment thereof at which the proxy is to be used, or deliver it to the Chairman of the meeting on the day of the meeting or any adjournment thereof prior to the time of voting or in any other manner permitted by law. All matters to be submitted to the Shareholders at the Meeting, unless otherwise stated herein, require for approval a favourable majority of the votes cast by the holders of common shares of the Company at the Meeting. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON Except as set out herein and except insofar as they may be shareholders of the Company, no director or officer of the Company or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting. 2 COMMON SHARES AND PRINCIPAL HOLDER THEREOF The holders of common shares of the Company will be entitled to vote at the Meeting on all matters. Pursuant to Section 100(2) of the Business Corporations Act, 1990 (Ontario) and in accordance with National Policy Statement No. 41 adopted by the Ontario Securities Commission, each holder of a common share of the Company at the close of business on June 1, 1998 (the "Record Date") is entitled to one (1) vote for each such share held, except to the extent that such shares may have been transferred after the Record Date and the transferee produces properly endorsed share certificates or otherwise establishes that he/she owns the shares and demands, not later than ten (10) days before the Meeting, that the Company's Transfer Agent, The The CIBC Mellon Trust Company at 320 Bay Street, P.O.

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