Exhibit Index begins on sequential page number: 9
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 registrant as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
358 South Main Street 27215
Burlington, North Carolina 27215 (Zip Code)
(Address of principal
executive offices)
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LABORATORY CORPORATION OF AMERICA HOLDING
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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Bradford T. Smith Copy to:
Executive Vice President, General Counsel, Brad S. Markoff
and Corporate Compliance Officer Smith Helms Mulliss & Moore, L.L.P.
Laboratory Corporation of America Holdings 2800 Two Hannover Square
358 South Main Street Raleigh, North Carolina 27601
Burlington, North Carolina 27215 (919) 755-8700
(910) 229-1127
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
registered Registered Offering Price Per Unit(1) (Aggregate Offering Price(2) Registration Fee
Common Stock, par value
$0.01 per share............. 3,500,000 shares $2.66 $9,310,000 $2,822
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(1) Offering prices vary with the market price of the Registrant's Common
Stock but is the lesser of 85% of the fair market value of the
Registrant's Common Stock on the Offering Date or the Exercise Date, as
defined in the plan.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as
amended) solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices of the Registrant's
Common Stock reported on the New York Stock Exchange on December 9,
1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting the Prospectus of Laboratory Corporation of
America Holdings (the "Registrant" or the "Company") with respect to this
Registration Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are kept on file at
the offices of the Registrant. The Registrant will provide without charge to
participants in the Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan (the "Plan"), on the written or oral request of any such
person, a copy of any or all of the documents constituting the Prospectus.
Written requests for such copies should be directed to Employee Benefits
Committee, Laboratory Corporation of America Holdings, 358 South Main Street,
Burlington, North Carolina 27215. Telephone requests may be directed to
(910) 229-1127.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") (File No. 1-11353) pursuant to the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and in the Prospectus constituting a part of
this Registration Statement:
a. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
b. The description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-B, dated July
1, 1996;
c. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996;
d. The Company's Current Reports on Form 8-K, dated February 13,
1996; April 25, 1996; June 27, 1996; August 21, 1996;
September 23, 1996; October 24, 1996; November 21, 1996; and
December 4, 1996.
All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing such reports and documents.
For purposes of this registration statement, any statement contained in
a report, document or appendix incorporated, or deemed to be incorporated, by
reference in this registration statement shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement or in any subsequently filed report, document or appendix, which also
is or is deemed incorporated by reference, modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
The Registrant will provide without charge to each person to whom the
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to
Employee Benefits Committee, Laboratory Corporation of America Holdings, 358
South Main Street, Burlington, North Carolina 27215. Telephone requests may be
directed to (910) 229-1127.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 is involved by reason of the fact
that he acted in good faith and in a manner that he 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 had no reasonable cause to believe that
his 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
Exhibit No. Description
5.1 Opinion of Smith Helms Mulliss & Moore L.L.P. regarding the
legality of the shares of Common Stock being registered
23.1 Consent of Smith Helms Mulliss & Moore L.L.P. (included in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney of Thomas P. MacMahon
24.2 Power of Attorney of James B. Powell, M.D.
24.3 Power of Attorney of Jean-Luc Belingard
24.4 Power of Attorney of Wendy E. Lane
24.5 Power of Attorney of Robert E. Mittelstaedt, Jr.
24.6 Power of Attorney of David B. Skinner, M.D.
24.7 Power of Attorney of Andrew G. Wallace, M.D.
24.8 Power of Attorney of Wesley R. Elingburg
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99.1 Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan
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 by
Section 10(a)(3) of the Securities Act of
1933;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(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
required 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 Securities Exchange Act of 1934
that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(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
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, 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 of 1933 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
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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 December 12,
1996.
Laboratory Corporation of America Holdings
(Registrant)
By: /s/ BRADFORD T. SMITH
Bradford T. Smith
Executive Vice President, General Counsel,
and Corporate Compliance Officer
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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 date indicated.
Name Title Date
/s/ THOMAS P. MAC MAHON* Chairman of the Board December 12, 1996
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Thomas P. MacMahon
/s/ JAMES B. POWELL, M.D.* President, Chief Executive Officer and December 12, 1996
- ------------------------------------------------ Director
James B. Powell, M.D.
/s/ JEAN-LUC BELINGARD* Director December 12, 1996
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Jean-Luc Belingard
/s/ WENDY E. LANE* Director December 12, 1996
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Wendy E. Lane
/s/ ROBERT E. MITTELSTAEDT, JR.* Director December 12, 1996
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Robert E. Mittelstaedt, Jr.
/s/ DAVID B. SKINNER, M.D.* Director December 12, 1996
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David B. Skinner, M.D.
/s/ ANDREW G. WALLACE, M.D.* Director December 12, 1996
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Andrew G. Wallace, M.D.
/s/ WESLEY R. ELINGBURG* Executive Vice President, December 12, 1996
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Wesley R. Elingburg Chief Financial Officer, and
Treasurer
* /s/ BRADFORD T. SMITH
Bradford T. Smith, Attorney-in-fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Employee Benefits Committee of the Board of Directors of Laboratory Corporation
of America Holdings has duly caused this registration statement to be signed
on behalf of the Laboratory Corporation of Amercian Holdings 1997 Employee
Stock Purchase Plan by the undersigned, thereunto duly authorized, in the
City of Burlington, State of North Carolina, on December 12, 1996.
EMPLOYEE BENEFITS COMMITTEE
/s/ Jean-Luc Belingard
/s/ Wendy E. Lane
/s/ David B. Skinner
* /s/ BRADFORD T. SMITH
Bradford T. Smith, Attorney-in-fact
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
FILED WITH
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LABORATORY CORPORATION OF
AMERICA HOLDINGS
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Exhibit Index
Page
Exhibit No.
5.1 Opinion of Smith Helms Mulliss & Moore L.L.P. regarding the
legality of the shares of Common Stock being registered
23.1 Consent of Smith Helms Mulliss & Moore L.L.P. (included in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney of Thomas P. MacMahon
24.2 Power of Attorney of James B. Powell, M.D.
24.3 Power of Attorney of Jean-Luc Belingard
24.4 Power of Attorney of Wendy E. Lane
24.5 Power of Attorney of Robert E. Mittelstaedt, Jr.
24.6 Power of Attorney of David B. Skinner, M.D.
24.7 Power of Attorney of Andrew G. Wallace, M.D.
24.8 Power of Attorney of Wesley R. Elingburg
99.1 Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan
9