As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Laboratory Corporation of America Holdings
(Exact name of issuer as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Address of principal executive offices)
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Laboratory Corporation of America Holdings
Amended and Restated 1999 Stock Incentive Plan*
(Full title of the plan)
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Bradford T. Smith
Executive Vice President, General Counsel, and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(Name and address of agent for service)
Registrant's telephone number, including area code: (336) 229-1127
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Price Aggregate Offering Amount
Titles of Securities Amount to be Per Share*** Price of Registration
To be Registered Registered** Fee
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Common Stock (par 3,200,000 $3.4375 $11,000,000 $2,904.00
value)................
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* Formerly named the Laboratory Corporation of America Holdings 1997 Stock
Option Plan. (On November 7, 1997, pursuant to Registration Statement No.
333-39731, 6,000,000 shares were registered under this Plan and a fee of
$5,043.10 was paid.)
** Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
*** The shares are to be offered at prices computed upon the basis of
fluctuating market prices. Estimated pursuant to Rule 457 (c, h) of the
General Rules and Regulations under the Securities Act of 1933 solely for
the purpose of computing the registration fee, based on the average of the
high and low prices of the securities being registered hereby on the New
York Stock Exchange Composite Transaction Tape of 1/6/00.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Laboratory Corporation of America Holdings (the "Company") hereby
incorporates herein by reference the following documents:
1) The Company's Registration Statement on Form S-8, Registration Number
333-39731, filed November 7, 1997, with respect to the Company's 1997
Stock Option Plan;
2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
3) All reports filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on or after
December 31, 1998; and
4) The description of the Company's Common Stock (incorporated by reference
therein to the Company's Registration Statement on Form S-4 dated April
25, 1994 under the Securities Act of 1933, as amended (the "Securities
Act") in the Company's Registration Statement on Form 8-B dated June 30,
1994 (as amended by Amendment No. 1 thereto dated April 27, 1995) filed
under the Exchange Act, including amendments thereto and any report filed
for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
INTEREST OF COUNSEL
Bradford T. Smith, who has issued the opinion of the Company's Law
Department on the legality of the common stock of the Company offered hereby,
is Executive Vice President, General Counsel and Secretary of the Company. Mr.
Smith owns Company Common Stock and restricted Company Common Stock and/or
stock options. He also holds employee stock options to purchase Company Common
Stock.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
As authorized by Section 145 of the General Corporation Law of the State
of Delaware ("Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including
attorney's fees, judgements, fines, and amounts paid in settlement) actually
and reasonably incurred in connection with the defense or settlement of any
threatened, pending, or completed legal proceedings in which he/she is involved
by reason of the fact that he/she is or was a director or officer of the
Company; provided that he/she acted in good faith and in a manner that he/she
reasonably believed to be in or not opposed to the best interest of the
Company; and, with respect to any criminal action or proceeding, that he/she
had no reasonable cause to believe that his/her conduct was unlawful. If the
legal proceeding, however, is by or in the right of the Company, the director
or officer may not be indemnified in respect of any claim, issue, or matter as
to which he/she shall have adjudged to be liable for negligence or misconduct
in the performance of his duty to the Company unless a court determines
otherwise.
Article Sixth of the Certificate of Incorporation of the Company provides
that no director of the Company shall be personally liable to the Company or
its stockholders for monetary damages for any breach of his fiduciary duty as
director; provided, however, that such clause shall not apply to any liability
of a director (i) for any breach of such director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. In
addition, the provisions of Article VII of the Company's By-laws provide that
the Company shall indemnify person entitled to be indemnified to the fullest
extent permitted by the Delaware Corporation Law.
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The Company maintains policies of officers' and directors' liability
insurance in respect of acts or omissions of current and former officers and
directors of the Company, its subsidiaries, and "constituent" companies that
have been merged with the Company.
EXHIBITS
The following is a complete list of exhibits filed as part of this Registration
Statement:
Exhibit No.
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4.1 Laboratory Corporation of America Holdings Amended and Restated 1999
Stock Incentive Plan
5 Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of KPMG LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
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ITEM 9 - UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required to Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; and
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15 (d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, 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
Act 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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, State of North Carolina, on the 7th day
of January, 2000.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By /s/ Bradford T. Smith
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Bradford T. Smith
Executive Vice President, General Counsel
and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ * Chairman of the Board, President, Chief January 7, 2000
- ------------------------------------ Executive Officer and Director
Thomas P. Mac Mahon
/s/ * Executive Vice President, Chief January 7, 2000
- ------------------------------------ Financial Officer and Treasurer
Wesley R. Elingburg (Principal Accounting and Financial
Officer)
/s/ * Director January 7, 2000
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Jean-Luc Belingard
/s/ * Director January 7, 2000
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Wendy E. Lane
/s/ * Director January 7, 2000
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Robert E. Mittelstaedt, Jr.
/s/ * Director January 7, 2000
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James B. Powell, M.D.
/s/ * Director January 7, 2000
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David B. Skinner, M.D.
/s/ * Director January 7, 2000
- ------------------------------------
Andrew G. Wallace, M.D.
*By: /s/ Bradford T. Smith
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Bradford T. Smith
Attorney-in-Fact
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INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this Registration
Statement:
Exhibit Sequentially
Number Exhibit Numbered Page
- -------- -------------------------------------------------------- -------------
4.1 Laboratory Corporation of America Holdings Amended and
Restated 1999 Stock Incentive Plan...................... 8
5 Opinion of Counsel...................................... 16
23.1 Consent of PricewaterhouseCoopers LLP .................. 17
23.2 Consent of KPMG LLP..................................... 18
23.3 Consent of Counsel (Included in Exhibit 5).............. -
24 Powers of Attorney...................................... 19
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