As filed with the Securities and Exchange Commission on September 26, 1995
Registration No. 33-
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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
358 South Main Street
Burlington, North Carolina 27215
(910) 229-1127
(Address of principal executive offices)
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Laboratory Corporation of America Holdings
1995 Stock Plan for Non-Employee Directors
(Full title of the plan)
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Bradford T. Smith, Esq.,
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)
Telephone number, including area code, of agent for service: (910) 229-1127
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
- ------------------- ------------ --------- --------- ------------
Common Stock (par value
$0.01 per share) .... 25,000 shares $9.625 $240,625 $100
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* 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.
** Estimated pursuant to Rule 457(c) 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 on September 21, 1995.
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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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or after
December 31, 1994; and
(3) 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 filed 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.
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, judgments, 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 shall have been 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 a 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 any person entitled to be
indemnified to the fullest extent permitted by the Delaware Corporation Law.
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 into the Company.
EXHIBITS
The following is a complete list of exhibits filed as part of this
registration statement:
Exhibit
No. Exhibit
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4.a Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Form 8-K dated May
12, 1995 (the "Form 8-K"))
4.b By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Form 8-K)
4.c Laboratory Corporation of America Holdings 1995 Stock Plan for
Non-Employee Directors
5 Opinion of Davis Polk & Wardwell
23.a Consent of KPMG Peat Marwick LLP, independent auditors
23.b Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney
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 by Section 10(a)(3) of 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;
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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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 26th day of September, 1995.
Laboratory Corporation of America
Holdings
By /s/ BRADFORD T. SMITH
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Bradford T. Smith
Executive Vice President,
General Counsel and Secretary
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.
Name Title Date
- --------------------------- --------------------------- ------------------
* President, Chief Executive September 26, 1995
- --------------------------- Officer and Director
James. B. Powell, M.D.
* Executive Vice President September 26, 1995
- --------------------------- and Chief Financial Officer
Haywood D. Cochrane, Jr.
* Senior Vice President -- September 26, 1995
Finance (Principal
- --------------------------- Accounting Officer)
Wesley R. Elingburg
* Director September 26, 1995
- ---------------------------
James R. Maher
* Director September 26, 1995
- ---------------------------
Thomas P. MacMahon
* Director September 26, 1995
- ---------------------------
Jean-Luc Belingard
* Director September 26, 1995
- ---------------------------
Linda Godsen Robinson
* Director September 26, 1995
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David Bernt Skinner, M.D.
* Director September 26, 1995
- ---------------------------
Andrew G. Wallace, M.D.
(*)By:/s/ BRADFORD T. SMITH
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Bradford T. Smith
Attorney-in-fact
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
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4.a Amended and Restated Certificate of
Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Form 8-K)
4.b By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration
Statement)
4.c Laboratory Corporation of America Holdings
1995 Stock Plan for Non-Employee Directors
5 Opinion of Davis Polk & Wardwell
23.a Consent of KPMG Peat Marwick LLP,
independent auditors
23.b Consent of Davis Polk & Wardwell (included
in Exhibit 5)
24 Powers of Attorney