As filed with the Securities and Exchange Commission on November 7, 1997
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 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
Executive Vice President, General Counsel
Corporate Compliance Officer 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
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
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Common Stock (par value 300,000 shares $2.4375 $731,250 $252.16
$.01 per share).....
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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 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 sale prices of
the securities being registered hereby on the Composite Tape on
November 6, 1997.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Laboratory Corporation of America Holdings (the "Company")
hereby incorporates herein by reference the Company's Registration Statement
on Form S-8 (No. 33-62913) dated September 26, 1995, filed under the Securities
Act of 1933 and the contents therein
EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit No.
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5 Opinion of Davis Polk & Wardwell
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney
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 November, 1997.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By /s/ Thomas P. Mac Mahon
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Thomas P. Mac Mahon
Chairman of the Board, President
and Chief Executive Officer
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
--------- ----- ----
/s/ Thomas P. Mac Mahon Chairman of the Board, President, Chief November 7, 1997
- --------------------------- Executive Officer and Director
Thomas P. Mac Mahon
/s/ * Executive Vice President, Chief November 7, 1997
- --------------------------- Financial Officer and Treasurer
Wesley R. Elingburg (Principal Accounting and Financial
Officer)
/s/ * Director November 7, 1997
- ---------------------------
Jean-Luc Belingard
/s/ * Director November 7, 1997
- ---------------------------
Wendy E. Lane
/s/ * Director November 7, 1997
- ---------------------------
Robert E. Mittelstaedt, Jr.
/s/ * Director November 7, 1997
- ---------------------------
James B. Powell, M.D.
/s/ * Director November 7, 1997
- ---------------------------
David B. Skinner, M.D.
/s/ * Director November 7, 1997
- ---------------------------
Andrew G. Wallace, M.D.
*By:/s/ Thomas P.Mac Mahon
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Thomas P. Mac Mahon
Attorney-in-Fact
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
5 Opinion of Davis Polk & Wardwell........................... 7
23.1 Consent of KPMG Peat Marwick LLP........................... 8
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5)... 7
24 Powers of Attorney......................................... 9