As Filed with the Securities and Exchange Commission on
May 26, 2004
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
1997 EMPLOYEE STOCK PURCHASE 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
==============================================================================
Titles Proposed Proposed
of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be to Be Price Per Offering Registration
Registered Registered* Share** Price Fee
------------------------------------------------------------------------------
Common Stock 1,500,000 $39.43 $59,145,000 $7,493.67
($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 May 20, 2004, which prices were
$39.69 and $39.17, 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. 333-94331) was filed by
the Company with the Securities and Exchange Commission on January 10, 2000.
The contents of the January 10, 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, 2003 (File No.1-11353);
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2004 (File No.1-11353);
(iii) The Company's Definitive Proxy Statement dated April 13, 2004;
(iv) 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 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 Amendments to the 1997
Employee Stock Purchase Plan
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)
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 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.
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 26th
day of May, 2004.
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 May 26, 2004
Thomas P. Mac Mahon Officer Chairman of the
Board and Director (principal
executive officer)
/s/ Wesley R. Elingburg Executive Vice President, May 26, 2004
Wesley R. Elingburg Chief Financial Officer and
Treasurer (principal accounting
and financial officer)
/s/ Jean-Luc Belingard Director May 26, 2004
Jean-Luc Belingard
/s/ Wendy E. Lane Director May 26, 2004
Wendy E. Lane
/s/ Robert E. Mittelstaedt, Jr. Director May 26, 2004
Robert E. Mittelstaedt, Jr.
/s/ Andrew G. Wallace, M.D. Director May 26, 2004
Andrew G. Wallace, M.D.
/s/ Craig M. Watson Director May 26, 2004
/s/ M. Keith Weikel Director May 26, 2004
INDEX TO EXHIBITS
Exhibit No. Description
---------- -----------
4.1 Laboratory Corporation of America Holdings Amendments to the 1997
Employee Stock Purchase Plan
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)