0001127602-15-007603.txt : 20150223
0001127602-15-007603.hdr.sgml : 20150223
20150223125645
ACCESSION NUMBER: 0001127602-15-007603
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150219
FILED AS OF DATE: 20150223
DATE AS OF CHANGE: 20150223
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: COVANCE INC
CENTRAL INDEX KEY: 0001023131
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
IRS NUMBER: 223265977
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 210 CARNEGIE CENTER
CITY: PRINCETON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 6094524440
MAIL ADDRESS:
STREET 1: COVANCE INC
STREET 2: 210 CARNEGIE CENTER
CITY: PRINCETON
STATE: NJ
ZIP: 08540
FORMER COMPANY:
FORMER CONFORMED NAME: CORNING PHARMACEUTICAL SERVICES INC
DATE OF NAME CHANGE: 19960917
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NUTT BRIAN H.
CENTRAL INDEX KEY: 0001520961
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12213
FILM NUMBER: 15638888
MAIL ADDRESS:
STREET 1: 210 CARNEGIE CENTER
CITY: PRINCETON
STATE: NJ
ZIP: 08540
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2015-02-19
0001023131
COVANCE INC
CVD
0001520961
NUTT BRIAN H.
210 CARNEGIE CENTER
PRINCETON
NJ
08540
1
Principal Accounting Officer
Common Stock
2015-02-19
4
D
0
1655
D
0
D
Stock Option (Right to Buy)
48.16
2015-02-19
4
D
0
378
D
2022-02-19
Common Stock
378
0
D
On November 2, 2014, Laboratory Corporation of America Holdings, a Delaware corporation ("Parent"), entered into that certain merger agreement with the issuer and Neon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the issuer (the "Merger"), with issuer surviving the Merger as a wholly owned subsidiary of Parent. On February 19, 2015, the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $75.76 in cash and 0.2686 shares of Parent common stock (the "per-share merger consideration"). The Merger is more fully described in the issuer's proxy statement/prospectus filed with the SEC on January 16, 2015.
These stock options were canceled at the effective time of the Merger in exchange for a cash payment equal to the difference between the value of the merger consideration, which is $75.76 in cash and 0.2686 LabCorp shares for each Covance share, less the exercise price of the stock option. Pursuant to the merger agreement, the price of each LabCorp share for this purpose equaled the average of the volume weighted average trading prices of LabCorp shares on each of the 10 consecutive trading days ending on (and including) the third trading day before the closing date, which was $115.6625. These options originally provided for vesting in four equal annual installments beginning February 20, 2013.
/s/ Ross A. Hyams, Power of Attorney
2015-02-23