-----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, KKUWW0TCdPCKOWEZQxEVE3WiJrrgVWXXl4h37WnrDHISXo5yMDuG+9J0TL1sNkRc iG04INMnqnCQl4ZRG+xv0g== 0000950103-97-000673.txt : 19971110 0000950103-97-000673.hdr.sgml : 19971110 ACCESSION NUMBER: 0000950103-97-000673 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971107 EFFECTIVENESS DATE: 19971107 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LABORATORY CORP OF AMERICA HOLDINGS CENTRAL INDEX KEY: 0000920148 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133757370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39735 FILM NUMBER: 97710012 BUSINESS ADDRESS: STREET 1: 358 S MAIN ST CITY: BURLINGTON STATE: NC ZIP: 27215 BUSINESS PHONE: 9102291127 MAIL ADDRESS: STREET 1: 358 S MAIN ST STREET 2: 4225 EXECUTIVE SQUARE, SUITE 800 CITY: BURLINGTON STATE: NC ZIP: 27215 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL HEALTH LABORATORIES HOLDINGS INC DATE OF NAME CHANGE: 19940314 S-8 1 As filed with the Securities and Exchange Commission on November 7, 1997 Registration No. 333- ============================================================================== 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 issuer 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 (910) 229-1127 (Address of principal executive offices) --------------- Laboratory Corporation of America Holdings 1995 Stock Plan for Non-Employee Directors (Full title of the Plan) --------------- Bradford T. Smith Executive Vice President, General Counsel Corporate Compliance Officer and Secretary Laboratory Corporation of America Holdings 358 South Main Street Burlington, North Carolina 27215 (Name and address of agent for service) Telephone number, including area code, of agent for service: (910) 229-1127 CALCULATION OF REGISTRATION FEE ============================================================================== Proposed Proposed Maximum Maximum Title of Offering Aggregate Amount of Securities Amount to be Price Per Offering Registration to be Registered Registered* Share** Price** Fee ============================================================================== Common Stock (par value 300,000 shares $2.4375 $731,250 $252.16 $.01 per share)..... ============================================================================== * 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 pursuant to Rule 457 of the General Rules and Regulations under the Securities Act of 1933 solely for the purpose of computing the registration fee, based on the average of the high and low sale prices of the securities being registered hereby on the Composite Tape on November 6, 1997. ============================================================================== INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Laboratory Corporation of America Holdings (the "Company") hereby incorporates herein by reference the Company's Registration Statement on Form S-8 (No. 33-62913) dated September 26, 1995, filed under the Securities Act of 1933 and the contents therein EXHIBITS The following is a complete list of exhibits filed as part of this Registration Statement: Exhibit No. - ----------- 5 Opinion of Davis Polk & Wardwell 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5) 24 Powers of Attorney 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 the 7th day of November, 1997. LABORATORY CORPORATION OF AMERICA HOLDINGS By /s/ Thomas P. Mac Mahon ---------------------------------------- Thomas P. Mac Mahon Chairman of the Board, President and Chief Executive Officer 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ Thomas P. Mac Mahon Chairman of the Board, President, Chief November 7, 1997 - --------------------------- Executive Officer and Director Thomas P. Mac Mahon /s/ * Executive Vice President, Chief November 7, 1997 - --------------------------- Financial Officer and Treasurer Wesley R. Elingburg (Principal Accounting and Financial Officer) /s/ * Director November 7, 1997 - --------------------------- Jean-Luc Belingard /s/ * Director November 7, 1997 - --------------------------- Wendy E. Lane /s/ * Director November 7, 1997 - --------------------------- Robert E. Mittelstaedt, Jr. /s/ * Director November 7, 1997 - --------------------------- James B. Powell, M.D. /s/ * Director November 7, 1997 - --------------------------- David B. Skinner, M.D. /s/ * Director November 7, 1997 - --------------------------- Andrew G. Wallace, M.D. *By:/s/ Thomas P.Mac Mahon ------------------------ Thomas P. Mac Mahon Attorney-in-Fact
INDEX TO EXHIBITS The following is a complete list of exhibits filed as part of this Registration Statement: Exhibit Sequentially Number Exhibit Numbered Page - ------- ------- ------------- 5 Opinion of Davis Polk & Wardwell........................... 7 23.1 Consent of KPMG Peat Marwick LLP........................... 8 23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5)... 7 24 Powers of Attorney......................................... 9 EX-5 2 EXHIBIT 5 November 7, 1997 Laboratory Corporation of America Holdings 358 South Main Street Burlington, North Carolina 27215 Ladies and Gentlemen: We are acting as special counsel for Laboratory Corporation of America Holdings in connection with the filing of a Registration Statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended, relating to 300,000 shares of common stock, par value $0.01 per share (the "Common Stock"), deliverable in accordance with the Laboratory Corporation of America Holdings 1995 Stock Plan for Non-Employee Directors as referred to in such Form S-8 (the "Plan"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments relating to the adoption and amendment of the Plan as we have deemed necessary or advisable for the purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that the Common Stock deliverable pursuant to the Plan, when delivered in accordance with the Plan will be duly authorized, validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Davis Polk & Wardwell EX-23.1 3 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Laboratory Corporation of America Holdings We consent to the use of our reports incorporated herein by reference. /s/ KPMG Peat Marwick LLP Raleigh, North Carolina November 5, 1997 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or capacities as an officer or director or both of Laboratory Corporation of America Holdings does hereby constitute and appoint Thomas P. Mac Mahon, the true and lawful attorney and agent of the undersigned, each with power of substitution, to do any and all acts and things for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid and to execute any and all instruments for and on behalf of the undersigned and in the name of the undersigned, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, power and authority to sign for the undersigned in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and the undersigned does hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 1st day of July, 1997. /s/ Wesley R. Elingburg ------------------------ WESLEY R. ELINGBURG POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or capacities as an officer or director or both of Laboratory Corporation of America Holdings does hereby constitute and appoint Thomas P. Mac Mahon, the true and lawful attorney and agent of the undersigned, each with power of substitution, to do any and all acts and things for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid and to execute any and all instruments for and on behalf of the undersigned and in the name of the undersigned, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, power and authority to sign for the undersigned in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and the undersigned does hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 1st day of July, 1997. /s/ Jean-Luc Belingard ----------------------- JEAN-LUC BELINGARD POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or capacities as an officer or director or both of Laboratory Corporation of America Holdings does hereby constitute and appoint Thomas P. Mac Mahon, the true and lawful attorney and agent of the undersigned, each with power of substitution, to do any and all acts and things for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid and to execute any and all instruments for and on behalf of the undersigned and in the name of the undersigned, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, power and authority to sign for the undersigned in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and the undersigned does hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 1st day of July, 1997. /s/ Wendy E. Lane ----------------------- WENDY E. LANE POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or capacities as an officer or director or both of Laboratory Corporation of America Holdings does hereby constitute and appoint Thomas P. Mac Mahon, the true and lawful attorney and agent of the undersigned, each with power of substitution, to do any and all acts and things for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid and to execute any and all instruments for and on behalf of the undersigned and in the name of the undersigned, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, power and authority to sign for the undersigned in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and the undersigned does hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 1st day of July, 1997. /s/ Robert E. Mittelstaedt, Jr. ------------------------------- ROBERT E. MITTELSTAEDT, JR. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or capacities as an officer or director or both of Laboratory Corporation of America Holdings does hereby constitute and appoint Thomas P. Mac Mahon, the true and lawful attorney and agent of the undersigned, each with power of substitution, to do any and all acts and things for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid and to execute any and all instruments for and on behalf of the undersigned and in the name of the undersigned, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, power and authority to sign for the undersigned in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and the undersigned does hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 1st day of July, 1997. /s/ James B. Powell, M.D. --------------------------- JAMES B. POWELL, M.D. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or capacities as an officer or director or both of Laboratory Corporation of America Holdings does hereby constitute and appoint Thomas P. Mac Mahon, the true and lawful attorney and agent of the undersigned, each with power of substitution, to do any and all acts and things for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid and to execute any and all instruments for and on behalf of the undersigned and in the name of the undersigned, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, power and authority to sign for the undersigned in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and the undersigned does hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 1st day of July, 1997. /s/ David B. Skinner, M.D. ----------------------------- DAVID B. SKINNER, M.D. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or capacities as an officer or director or both of Laboratory Corporation of America Holdings does hereby constitute and appoint Thomas P. Mac Mahon, the true and lawful attorney and agent of the undersigned, each with power of substitution, to do any and all acts and things for and on behalf of the undersigned and in the name of the undersigned and in the capacity or capacities of the undersigned as aforesaid and to execute any and all instruments for and on behalf of the undersigned and in the name of the undersigned, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, power and authority to sign for the undersigned in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and the undersigned does hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 1st day of July, 1997. /s/ Andrew G. Wallace, M.D. -------------------------- ANDREW G. WALLACE, M.D. -----END PRIVACY-ENHANCED MESSAGE-----