-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HaOr1oS0zhFNJWW7Qae7Uj6Oc5H/3Diwg+yr/cv0MT5/P2tjII4qzxh41KbTD2+1 X+aob4Dzqs7Jocoa84IUrA== 0000950144-98-009159.txt : 19980807 0000950144-98-009159.hdr.sgml : 19980807 ACCESSION NUMBER: 0000950144-98-009159 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980806 EFFECTIVENESS DATE: 19980806 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUINTILES TRANSNATIONAL CORP CENTRAL INDEX KEY: 0000919623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561714315 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60797 FILM NUMBER: 98678447 BUSINESS ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: RIVERBIRCH BLDG STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8411 BUSINESS PHONE: 9199412000 MAIL ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: STE 300 CITY: DURHAM STATE: NC ZIP: 27703-8411 S-8 1 QUINTILES TRANSNATIONAL CORP S-8 1 As filed with the Securities Exchange Commission on August 6, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- Form S-8 Registration Statement Under The Securities Act of 1933 QUINTILES TRANSNATIONAL CORP. (Exact name of registrant as specified in its charter) North Carolina 56-1714315 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4709 Creekstone Drive, Riverbirch Building, Suite 200 Durham, North Carolina 27703-8411 (Address of Principal Executive Offices) (Zip Code) QUINTILES TRANSNATIONAL CORP. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Dennis B. Gillings, Ph.D. Chairman of the Board and Chief Executive Officer Quintiles Transnational Corp. 4709 Creekstone Drive, Riverbirch Building, Suite 200 Durham, North Carolina 27703-8411 (Name and address of agent for service) (919) 941-2000 (Telephone number, including area code, of agent for service) Copy to: Gerald F. Roach, Esq. SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. Post Office Box 2611 Raleigh, North Carolina 27602-2611 (919) 821-1220 CALCULATION OF REGISTRATION FEE
======================================================================================================================== Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of registered(1) offering price per aggregate offering Registration fee share(2) price - ------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per 300,000 shares $44.0625 $13,218,750 $3,899.54 share ========================================================================================================================
(1) Plus such indeterminate number of shares as may be issued pursuant to certain anti-dilution provisions contained in the plan. (2) Pursuant to Rule 457(c) and (h), based upon the average of the high and low prices for the Company's Common Stock reported on the Nasdaq Stock Market on August 5, 1998. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this registration statement omits the information specified in Part I (Items 1 and 2) of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b) under the Securities Act. Such documents are not being filed with the Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. 2 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement is filed to register an additional 300,000 shares of common stock of Quintiles Transnational Corp. (the "Company") for issuance under the Company's Employee Stock Purchase Plan (the "ESPP"). A registration statement relating to the ESPP (Registration No. 333-16553) is effective, and the contents of such registration statement are incorporated in this registration statement by reference. In accordance with General Instruction E of Form S-8, this registration statement contains only such information required by Form S-8 that is not otherwise included in Registration Statement No. 333-16553. Item 3. Incorporation of Documents by Reference The following documents have been filed by the Company with the Commission and are incorporated herein by reference: (1) Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (2) Quarterly Reports on Forms 10-Q for the fiscal quarters ended March 31, 1998 and June 30, 1998; (3) Current Reports on Form 8-K dated February 2, 1998, February 4, 1998, February 26, 1998, March 2, 1998 (amended March 20, 1998 on Form 8-K/A), March 20, 1998, April 22, 1998 and July 22, 1998; (4) Registration Statement on Form 8-A filed on February 28, 1994 and amended April 11, 1994 containing a description of the Common Stock of the Company. All reports and other documents filed by the Company subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered under the plan have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed 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 statement so modified shall not be deemed to constitute a part of this Registration Statement except as so modified, and any statement so superseded shall not be deemed to constitute part of this Registration Statement. Item 8. Exhibits The following exhibits are filed or incorporated by reference as a part of this registration statement: Exhibit No. Description - --- ----------- 4.1(1) Specimen Common Stock Certificate 4.2(2) Amended and Restated Articles of Incorporation, as amended 4.3(3) Amended and Restated Bylaws 5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 3 4 23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (contained in the opinion submitted as Exhibit 5 hereto) 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG 23.4 Consent of PricewaterhouseCoopers LLP 24 Power of Attorney (included as part of the signature page) 99(4) Quintiles Transnational Corp. Employee Stock Purchase Plan - --------------------------- (1) Exhibit to the Company's Registration Statement on Form S-1, as amended, as filed with the Commission (Reg. No. 33-75766) effective April 20, 1994 and incorporated by reference herein. (2) Exhibit to the Company's Registration Statement on Form S-3, as amended, as filed with the Commission (Reg. No. 333-19009) effective February 21, 1997 and incorporated herein by reference. (3) Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the Commission on March 25, 1996, as amended on May 16, 1996, and incorporated herein by reference. (4) Exhibit to the Company's Registration Statement on Form S-8 as filed with the Commission (Reg. No. 333-16553) effective November 21, 1996, and incorporated herein by reference. 4 5 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 Durham, State of North Carolina, on the 6th day of August, 1998. QUINTILES TRANSNATIONAL CORP. By: /s/ Dennis B. Gillings ------------------------------------ Dennis B. Gillings Chairman of the Board of Directors and Chief Executive Officer 5 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis B. Gillings and Rachel R. Selisker and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons as of August 6, 1998 in the capacities indicated. Signature Title --------- ----- /s/ Dennis B. Gillings Chairman of the Board of Directors and - -------------------------------- Chief Executive Officer Dennis B. Gillings, Ph.D. /s/ Rachel R. Selisker Chief Financial Officer, Executive Vice - -------------------------------- President Finance, and Director Rachel R. Selisker (Principal accounting and financial officer) /s/ Robert C. Bishop Director - -------------------------------- Robert C. Bishop, Ph.D. Director - -------------------------------- E. G. F. Brown /s/ Vaughn D. Bryson Director - -------------------------------- Vaughn D. Bryson /s/ Santo J. Costa President, Chief Operating Officer, and - -------------------------------- Director Santo J. Costa /s/ Chester W. Douglass Director - -------------------------------- Chester W. Douglass, Ph.D. /s/ Lawrence S. Lewin Chief Executive Officer, The Lewin Group, and - -------------------------------- Director Lawrence S. Lewin /s/ Arthur M. Pappas Director - -------------------------------- Arthur M. Pappas Chief Executive Officer, Quintiles CRO, and - -------------------------------- Director Ludo J. Reynders, Ph.D. /s/ Eric J. Topol Director - -------------------------------- Eric J. Topol, M.D. Director - -------------------------------- Virginia V. Weldon, M.D. Chief Executive Officer, Innovex Limited, and - -------------------------------- Director David F. White 6 7 QUINTILES TRANSNATIONAL CORP. EXHIBIT INDEX Exhibit No. Description - --- ----------- 4.1(1) Specimen Common Stock Certificate 4.2(2) Amended and Restated Articles of Incorporation, as amended 4.3(3) Amended and Restated Bylaws 5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (contained in the opinion submitted as Exhibit 5 hereto) 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG 23.4 Consent of PricewaterhouseCoopers LLP 24 Power of Attorney (included as part of the signature page) 99(4) Quintiles Transnational Corp. Employee Stock Purchase Plan - --------------------------- (1) Exhibit to the Company's Registration Statement on Form S-1, as amended, as filed with the Commission (Reg. No. 33-75766) effective April 20, 1994 and incorporated by reference herein. (2) Exhibit to the Company's Registration Statement on Form S-3, as amended, as filed with the Commission (Reg. No. 333-19009) effective February 21, 1997 and incorporated herein by reference. (3) Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the Commission on March 25, 1996, as amended on May 16, 1996, and incorporated herein by reference. (4) Exhibit to the Company's Registration Statement on Form S-8 as filed with the Commission (Reg. No. 333-16553) effective November 21, 1996, and incorporated herein by reference. EX-5 2 OPINION OF SMITH ANDERSON BLOUNT DORSETT ET AL 1 EXHIBIT 5 Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. Lawyers 2500 First Union Capitol Center Raleigh, North Carolina 27601 Phone: 919-821-1220 Fax: 919-821-6800 August 6, 1998 Quintiles Transnational Corp. 4709 Creekstone Drive Riverbirch Building, Suite 200 Durham, North Carolina 27703-8411 Ladies and Gentlemen: As counsel for Quintiles Transnational Corp. (the "Company"), we furnish the following opinion in connection with the proposed issuance by the Company of up to 300,000 shares of its common stock, $0.01 par value (the "Common Stock"), pursuant to the Quintiles Transnational Employee Stock Purchase Plan (the "Plan"). These securities are the subject of a Registration Statement to be filed by the Company with the Securities and Exchange Commission on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), to which this opinion is to be attached as an exhibit. We have examined the Restated Articles of Incorporation and Bylaws of the Company, the minutes of meetings of its Board of Directors, and such other corporate records of the Company and other documents and have made such examinations of law as we have deemed relevant for purposes of this opinion. We also have received a certificate of an officer of the Company, dated of even date herewith, relating to the issuance of the Common Stock pursuant to the Plan. Based on such examination and such certificate it is our opinion that the 300,000 shares of Common Stock of the Company, which are being registered pursuant to the Registration Statement, may be legally issued in accordance with the Company's Restated Articles of Incorporation and Bylaws, and when so issued and duly delivered against payment therefor pursuant to the Plan as described in the Registration Statement, such shares will be legally issued, fully paid, and nonassessable. The opinion expressed herein does not extend to compliance with state and federal securities laws relating to the sale of these securities. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement that you are about to file with the Securities and Exchange Commission. Such consent shall not be deemed to be an admission that this firm is within the category of persons whose consent is required under Section 7 of the 1933 Act or the regulations promulgated pursuant to the 1933 Act. Sincerely yours, /s/ SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 300,000 shares of Common Stock of Quintiles Transnational Corp. (the "Company") for issuance under the Company's Employee Stock Purchase Plan, of our report dated January 26, 1998, with respect to the consolidated financial statements of Quintiles Transnational Corp. included in its Annual Report (Form 10-K) for the year ended December 31, 1997 filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Raleigh, North Carolina August 6, 1998 EX-23.3 4 CONSENT OF KPMG 1 EXHIBIT 23.3 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated July 24, 1996, with respect to the audited combined financial statements of the Innovex Companies for the year ended March 31, 1996, filed as an exhibit to the Current Report on Form 8-K of Quintiles Transnational Corp. dated March 20, 1998 and as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 1997. /s/ KPMG Reading, England August 6, 1998 EX-23.4 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.4 Consent of Independent Accountants We consent to the incorporation by reference in the Registration Statement of Quintiles Transnational Corp. ("Quintiles") on Form S-8 of our report dated May 15, 1996, on our audits of the consolidated financial statements of BRI International, Inc. as of November 30, 1995 and 1994, and for the years then ended, which report is included as an exhibit to Quintiles' Annual Report on Form 10-K for the year ended December 31, 1997 and Current Report on Form 8-K dated March 20, 1998. /s/ PricewaterhouseCoopers LLP McLean, Virginia August 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----