As Filed Electronically with the Securities and Exchange Commission on
June 19, 2002
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact name of Registrant 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
(336) 229-1127
(Address, including zip code, and Telephone Number, including area code of
Principal Executive Offices)
LABORATORY CORPORATION OF AMERICA HOLDINGS
AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Bradford T. Smith
Executive Vice President, Chief Legal Officer, and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Name, Address, including zip code, and Telephone Number, including area code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to Be to Be Price Offering Registration
Registered Registered* Per Share** Price Fee
------------------------------------------------------------------------------------------------
Common Stock 8,000,000 $47.30 $378,400,000 $34,812.80
($0.10 par value)
================================================================================================
* 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 solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average
of the high and low prices of the Registrant's Common Stock reported on the New
York Stock Exchange on June 14, 2002, which prices were $47.80 and $46.80,
respectively.
This Registration Statement on Form S-8 relates to the registration of
additional securities relating to an employee benefit plan for which a
registration statement filed on Form S-8 (File No. 333-38608) was filed by the
Company with the Securities and Exchange Commission on June 5, 2000. The
contents of the June 5, 2000 registration statement are incorporated herein by
this reference.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirement
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this Registration
Statement, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. Laboratory
Corporation of America Holdings (the "Company," and sometimes referred to herein
as the "Registrant") incorporates by reference the documents listed below and
any future filings made with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 (File No.1-11353);
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2002;
(iii) The Company's Definitive Proxy Statement dated April 15,
2002;
(iv) The Company's Current Reports on Form 8-K filed January 7,
2002, January 16, 2002, January 28, 2002, February 5,
2002, February 13, 2002, February 13, 2002, February 22,
2002, February 26, 2002, March 6, 2002, March 12, 2002,
March 12, 2002, March 20, 2002, April 3, 2002, April 15,
2002, April 22, 2002, April 22, 2002, April 23, 2002, May
6, 2002, May 9, 2002, May 9, 2002, May 9, 2002, June 5,
2002, June 7, 2002, and June 11, 2002; and
(v) The description of the Company's Common Stock in the
Company's Registration Statement on Form 8-B (as amended
by Amendment No. 1 thereto dated April 27, 1995) filed on
July 1, 1994 under the Exchange Act, including amendments
thereto and any report filed for the purpose of updating
such description).
All documents subsequently filed by the Registrant 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration
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Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and 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, Chief Legal Officer, and Secretary of the Company. Mr.
Smith owns Company Common Stock and restricted Company Common Stock. He also
holds employee stock options to purchase Company Common Stock.
Item 6. 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
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless a court determines otherwise.
Section 102(b)(7) of the Delaware Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for willful or negligent conduct in paying dividends or repurchasing stock
out of other than lawfully available funds, or (iv) for any transaction from
which the director derived an improper personal benefit. No such provision shall
eliminate or limit the liability of a director for any act or omission occurring
prior to the date when such provision becomes effective.
Article Six 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 persons 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 with the Company.
Item 8. Exhibits
Exhibit
Number Description
4.1 Laboratory Corporation of America Holdings Amended and
Restated 2000 Stock Incentive Plan
4.2 Form of Non-qualified Stock Option Agreement pursuant to the
Laboratory Corporation of America Holdings Amended and
Restated 2000 Stock Incentive Plan (included in Exhibit 4.1
to this Registration Statement)
5.1 Opinion of Counsel regarding the legality of securities
registered
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23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5.1 to this Registration
Statement)
24.1 Power of Attorney (included on the signature page to this
Registration Statement)
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 the volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered), 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 Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective 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
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission 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; 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 the
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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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; and
(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 Securities Act of 1933 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
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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 of 1933 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 this 17th day
of June, 2002.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By: /s/ Bradford T. Smith
---------------------------------------------
Bradford T. Smith
Executive Vice President, Chief Legal
Officer and Secretary
POWER OF ATTORNEY
We, the undersigned directors and officers of Laboratory Corporation of
America Holdings, do hereby constitute and appoint Mr. Bradford T. Smith with
full power of substitution, our true and lawful attorney-in-fact and agent to do
any and all acts and things in our names and in our behalf in our capacities
stated below, which acts and things as he may deem necessary or advisable to
enable Laboratory Corporation of America Holdings to comply with the Securities
Act of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for any and all of
us in our names, in the capacities stated below, any and all amendments
(including post-effective amendments) hereto and any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; and we do hereby ratify
and confirm all that he shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Thomas P. Mac Mahon President, Chief Executive Officer June 17, 2002
-----------------------------------
Thomas P. Mac Mahon Chairman of the Board and Director
(principal executive officer)
/s/ Wesley R. Elingburg Executive Vice President, Chief June 17, 2002
-----------------------------------
Wesley R. Elingburg Financial Officer and Treasurer
(principal accounting and financial officer)
___________________________________ Director
Jean-Luc Belingard
/s/ Wendy E. Lane Director June 17, 2002
-----------------------------------
Wendy E. Lane
/s/ Robert E. Mittelstaedt, Jr. Director June 17, 2002
-----------------------------------
Robert E. Mittelstaedt, Jr.
/s/ James B. Powell, M.D. Director June 17, 2002
-----------------------------------
James B. Powell, M.D.
___________________________________ Director
David B. Skinner, M.D.
/s/ Andrew G. Wallace, M.D. Director June 17, 2002
-----------------------------------
Andrew G. Wallace, M.D.
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INDEX TO EXHIBITS
Exhibit No. Description
4.1 Laboratory Corporation of America Holdings Amended and Restated
2000 Stock Incentive Plan
4.2 Form of Non-qualified Stock Option Agreement pursuant to the
Laboratory Corporation of America Holdings Amended and Restated
2000 Stock Incentive Plan (included in Exhibit 4.1 to this
Registration Statement)
5.1 Opinion of Counsel regarding the legality of securities
registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5.1 to this Registration
Statement)
24.1 Power of Attorney (included on the signature page to this
Registration Statement)
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