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
(State or other jurisdiction of
incorporation or organization)
13-3757370
(I.R.S. Employer Identification No.)
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
________________________
DIANON Systems, Inc. 1996 Stock Incentive Plan
DIANON Systems, Inc. 1999 Stock Incentive Plan
DIANON Systems, Inc. 2000 Stock Incentive Plan
DIANON Systems, Inc. 2001 Stock Incentive Plan
UroCor, Inc. Second Amended and Restated 1992 Stock Option 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 and telephone number, including area code, of agent for service)
Copy to:
Michael J. Silver
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
(410) 659-2700
________________________
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed maximum Amount of
Title of securities Amount to maximum offering aggregate offering registration
to be registered be registered price per share price fee(1)
------------------------------------------------------------------------------------------------------------------
DIANON Systems, Inc. 1996 Stock
Incentive Plan Common Stock,
par value $.10 per share (2) 20,345 (3) $26.64 $ 541,991 $ 49.86
------------------------------------------------------------------------------------------------------------------
DIANON Systems, Inc. 1999 Stock
Incentive Plan Common Stock,
par value $.10 per share (2) 11,745 (3) $26.64 $ 312,887 $ 28.79
------------------------------------------------------------------------------------------------------------------
DIANON Systems, Inc. 2000 Stock
Incentive Plan Common Stock,
par value $.10 per share (2) 8,405 (3) $26.64 $ 223,909 $ 20.60
------------------------------------------------------------------------------------------------------------------
DIANON Systems, Inc. 2001 Stock
Incentive Plan Common Stock,
par value $.10 per share (2) 632,793 (3) $26.64 $16,857,606 $1,550.90
------------------------------------------------------------------------------------------------------------------
UroCor, Inc. Second Amended and
Restated 1992 Stock Option Plan
Common Stock, par value $.10
per share (2) 16,828 (3) $26.64 $ 448,298 $ 41.24
==================================================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the amount of
the registration fee, based on the average of the high and low prices
per share of Laboratory Corporation of America Holdings common stock,
par value $.10 per share, on January 16, 2002, as traded on the New York
Stock Exchange.
(2) Includes Series A Participating Cumulative Preferred Stock Purchase
Rights attached thereto, for which no separate fee is payable pursuant
to Rule 457(i).
(3) 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.
===============================================================================
Exhibit Index Appears on page 8.
EXPLANATORY NOTE
The Registrant is filing this Registration Statement on Form S-8 in
connection with DIANON Systems, Inc.'s ("DIANON") 1996 Stock Incentive Plan,
its 1999 Stock Incentive Plan, its 2000 Stock Incentive Plan, its 2001 Stock
Incentive Plan, and the UroCor, Inc. Second Amended and Restated 1992 Stock
Option Plan that the Registrant is required to assume pursuant to that
Agreement and Plan of Merger dated November 10, 2002 between the Registrant,
DIANON and DaVinci Development, Inc. ("DaVinci"), a wholly-owned subsidiary
of the Registrant, pursuant to which, upon the closing of the merger, DIANON
became a direct wholly-owned subsidiary of the Registrant effective January
17, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act of 1933 (the "Securities Act"). In accordance with the instructions to
Part I of Form S-8, such documents will not be filed with the Securities and
Exchange Commission (the "Commission"). These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
registration statement the following documents filed by it with the
Commission:
(a) The Registrant's Form 10-K for the fiscal year ended December
31, 2001 as filed March 18, 2002;
(b) The Registrant's Form 10-Q for the quarter ended September 30,
2002 as filed November 14, 2002;
(c) The Registrant's Form 10-Q for the quarter ended June 30,
2002 as filed August 13, 2002;
(d) The Registrant's Form 10-Q for the quarter ended March 31,
2002 as filed May 2, 2002;
(e) The Registrant's Forms 8-K filed on January 16, 2002,
February 13, 2002, February 22, 2002, February 26, 2002,
March 12, 2002, May 9, 2002 (as amended May 9, 2002),
June 5, 2002, June 7, 2002, June 20, 2002, June 27, 2002,
July 15, 2002, July 19, 2002, July 26, 2002, August 7, 2002,
October 2, 2002, October 22, 2002, and November 12, 2002;
(f) All reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 2001; and
(g) The description of the Registrant's Common Stock, $.10 par
value per share ("Common Stock"), contained in the
Registrant's Registration Statement on Form 8-B (as amended by
Amendment No. 1 thereto dated as of April 27, 1995) filed with
the Commission on July 1, 1994, including all amendments and
reports filed under Section 13(a) or 15(d) of the Exchange Act
for purposes of updating the description of Common Stock.
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
to this registration statement which indicates that all securities offered
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents or reports. Any
statement contained in a document 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 subsequent 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 superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable (the Common Stock is registered under Section 12(g)
of the Exchange Act).
Item 5. Interests of Named Experts and Counsel.
Bradford T. Smith, who has issued the opinion of the Registrant's
Law Department on the legality of the common stock of the Registrant offered
hereby, is Executive Vice President, Chief Legal Officer and Secretary of the
Registrant. Mr. Smith owns common stock of the Registrant and restricted
common stock of the Registrant. He also holds employee stock options to
purchase common stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors and other corporate agents under
certain circumstances and subject to certain limitations. The Registrant's
Amended and Restated Certificate of Incorporation provides that the Registrant
shall indemnify its directors for any breach of fiduciary duties, except for
liability (1) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(3) pursuant to Section 174 of the Delaware General Corporation Law or (4)
for any transaction from which the director derived an improper personal
benefit. The Registrant's Amended and Restated By-Laws generally provide
that the Registrant shall indemnify its directors, officers, employees or
agents to the full extent permitted by Delaware General Corporation Law,
including in circumstances in which indemnification is otherwise
discretionary under Delaware law. The Registrant has directors' and
officers' liability insurance that covers current and former directors and
officers of the Registrant and its subsidiaries and constituent corporations,
such as those that have been merged with the Registrant. These
indemnification provisions and the indemnification agreement between the
Registrant and its officers and directors may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities
Act.
* * *
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 Act 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 Act and will be governed by the final
adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 (1) Specimen Stock Certificate
4.2 (2) Rights Agreement dated December 13, 2001
5.1 Opinion of Counsel regarding the legality of the
shares being registered (filed herewith)
10.1 DIANON Systems, Inc. 1996 Stock Incentive Plan
(filed herewith)
10.2 DIANON Systems, Inc. 1999 Stock Incentive Plan
(filed herewith)
10.3 DIANON Systems, Inc. 2000 Stock Incentive Plan
(filed herewith)
10.4 DIANON Systems, Inc. 2001 Stock Incentive Plan
(filed herewith)
10.5 Urocor, Inc. Second Amended and Restated 1992
Stock Option Plan (filed herewith)
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)
_____________________
(1) Incorporated by reference from the Registrant's Form 10-K for the year
ended December 31, 2001 filed on March 18, 2002.
(2) Incorporated by reference from the Registrant's Form 8-A filed on
December 21, 2001.
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 volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and 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 Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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 Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act 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.
(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
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.
(c) The undertaking concerning indemnification is set forth
under the response to Item 6.
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 January 17, 2003.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By: /s/ Bradford T. Smith
--------------------------------------------
Bradford T. Smith, Executive Vice President,
Chief Legal Officer and Secretary
POWER OF ATTORNEY
Know all men by these presents, that each individual whose
signature appears below constitutes and appoints Bradford T. Smith as his
true and lawful attorney-in-fact and agent, with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement (the "Registration Statement")
relating to a registration of shares of common stock on Form S-8 and to sign
any and all amendments (including post-effective amendments) to the
Registration Statement, and to file the same, with all exhibits and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, 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 to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons
in the capacities indicated and the date indicated above.
/s/ Thomas P. Mac Mahon President, Chief Executive Officer and
-------------------------------- Chairman of the Board
Thomas P. Mac Mahon (Principal Executive Officer)
/s/ Wesley R. Elingburg Executive Vice President, Chief Financial
-------------------------------- Officer and Treasurer
Wesley R. Elingburg (Principal Accounting and Financial Officer)
/s/ Jean-Luc Belingard Director
-------------------------------
Jean-Luc Belingard
/s/ Wendy E. Lane Director
-------------------------------
Wendy E. Lane
/s/ Robert E. Mittelstaedt, Jr. Director
-------------------------------
Robert E. Mittelstaedt, Jr.
/s/ James B. Powell, M.D. Director
-------------------------------
James B. Powell, M.D.
/s/ David B. Skinner, M.D. Director
-------------------------------
David B. Skinner, M.D.
/s/ Andrew G. Wallace, M.D. Director
-------------------------------
Andrew G. Wallace, M.D.
EXHIBIT INDEX
Exhibit
Number Description
4.1 (1) Specimen Stock Certificate
4.2 (2) Rights Agreement dated December 13, 2001
5.1 Opinion of Counsel regarding the legality of the
shares being registered (filed herewith)
10.1 DIANON Systems, Inc. 1996 Stock Incentive Plan
(filed herewith)
10.2 DIANON Systems, Inc. 1999 Stock Incentive Plan
(filed herewith)
10.3 DIANON Systems, Inc. 2000 Stock Incentive Plan
(filed herewith)
10.4 DIANON Systems, Inc. 2001 Stock Incentive Plan
(filed herewith)
10.5 Urocor, Inc. Second Amended and Restated 1992
Stock Option Plan (filed herewith)
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)
_____________________
(1) Incorporated by reference from the Registrant's Form 10-K for the year
ended December 31, 2001 filed on March 18, 2002.
(2) Incorporated by reference from the Registrant's Form 8-A filed on
December 21, 2001.