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As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COVANCE INC.
(Exact name of Registrant as specified in its charter)
Delaware 210 Carnegie Center 22-3265977
Princeton, New Jersey 08540-6233
(I.R.S. Employer
(State of Incorporation) (Address of principal Identification Number)
executive offices)
(Zip Code)
COVANCE INC. EMPLOYEE EQUITY PARTICIPATION PROGRAM
(Full Title of the Plan)
Jeffrey S. Hurwitz, Esq.
Corporate Senior Vice President,
General Counsel and Secretary
Covance Inc.
210 Carnegie Center
Princeton, New Jersey 08540-6233
(Name and address of agent for service)
(609) 452-4430
(Telephone number, including area code, of agent for service)
Copy to:
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attention: Herbert F. Goodrich, Jr., Esq.
(215) 994-2905
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 6,000,000 shares $25 $150,000,000 $51,724.14
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the basis
of $25 per share.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
Item 2. Company Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by Covance Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:
1. Form 10 filed with the Commission on November 26, 1996
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") containing audited financial statements for the
Registrant's latest fiscal year including any amendment or report filed
for the purpose of updating such description.
2. The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form 10 filed with the
Commission on November 26, 1996 pursuant to Section 12(b) of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the
Commission of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or effects the
deregistration of the balance of such securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Incorporated by reference to Registrant's Form 10 filed with the
Commission on November 26, 1996 pursuant to Section 12(b) of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
Item 5. Interests of Named Experts and Counsel.
Jeffrey S. Hurwitz, Corporate Senior Vice President, General Counsel and
Secretary of the Company, issued the opinion as to the legality of securities
being registered herein attached as Exhibit 5.1 hereto. Mr . Hurwitz has an
indirect interest in an indeterminable number of shares of the Common Stock by
virtue of the Distribution (as defined below) of the Company's Common Stock upon
the conversion of Corning Incorporated shares of common stock, stock options,
restricted shares or other securities held by Mr. Hurwitz. The conversion of
all such Corning Incorporated securities will not occur, and the exact amount of
the Company's Common Stock to be distributed to Mr. Hurwitz will not be
determined, until the effective date of the Distribution. The description of
the Distribution of the Company's Common Stock is incorporated by reference to
Registrant's Form 10 filed with the Commission on November 26, 1996 pursuant to
Section 12(b) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
1
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Item 6. Indemnification of Directors and Officers.
As permitted by Delaware Law, the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the 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) under Section 174 of the Delaware General Corporation Law, relating
to prohibited dividends or distributions or the repurchase or redemption of
stock or (iv) for any transaction from which the director derives an improper
personal benefit. In addition, the Company's Certificate of Incorporation
provides for indemnification of the Company's officers and directors to the
fullest extent permitted under Delaware law. Section 145 of the Delaware Law
provides that a corporation may indemnify any persons, including officers and
directors, who were or are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer, director, employee or agent of such corporation or is or was serving at
the request of such corporation as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that his conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
The directors and officers of the Company are insured against certain
liabilities under the Company's directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
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4.1 Covance Inc. Employee Equity Participation Program (incorporated
by reference to Exhibit 10.9 to Registrant's Registration
Statement on Form 10-A filed with the Securities and Exchange
Commission on November 25, 1996 (Registration No. 001-12213)).
5.1 Opinion of General Counsel as to the legality of securities being
registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of General Counsel (contained in opinion filed as Exhibit
5.1 to this Registration Statement).
2
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24.1 Power of Attorney (included on Signature Page).
Item 9. Undertakings.
The undersigned Company 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.
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this 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 (i) and (ii) of this section do not apply if
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 Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, 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.
(4) that, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
3
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SIGNATURES
The Company. Pursuant to the requirements of the Securities Act, the
Company 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 Princeton and State of New Jersey on December 19,
1996.
COVANCE INC.
By: /s/ Christopher A. Kuebler
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Christopher A. Kuebler
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Jeffrey S. Hurwitz and Diana I. Faillace each of them, his true and
lawful attorneys-in-fact and agents each with full power of substitution and
resubstitution for him in any and all capacities to sign any and all amendments
(including pre- or post-effective 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 under the
Securities Act of 1933, as amended, hereby ratifying and confirming all that
each such attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Christopher A. Kuebler Chairman,
- -------------------------- President, Chief
CHRISTOPHER A. KUEBLER Executive Officer and December 19, 1996
Director
/s/ Van C. Campbell
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VAN C. CAMPBELL Director December 19, 1996
/s/ William C. Ughetta
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WILLIAM C. UGHETTA Director December 19, 1996
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ROGER G. ACKERMAN Director December , 1996
--
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EXHIBIT INDEX
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Exhibit No. Document
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4.1 Covance Inc. Employee Equity Participation Program (incorporated by
reference to Exhibit 10.9 to Registrant's Registration Statement on
Form 10-A filed with the Securities and Exchange Commission on
November 25, 1996 (Registration No. 001-12213)).
5.1 Opinion of General Counsel as to the legality of securities being
registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of General Counsel (contained in opinion filed as Exhibit
5.1 to this Registration Statement).
24.1 Power of Attorney (included on Signature Page).
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Exhibit 5.1
December 20, 1996
Covance Inc.
210 Carnegie Center
Princeton, NJ 08540-6233
Re: Covance Inc.
Registration Statement on Form S-8
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Gentlemen and Ladies:
I am issuing this opinion in my capacity as General Counsel of
Covance Inc., a Delaware corporation (the "Company"), in connection with the
registration by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), on a Registration Statement on Form S-8 (the "Registration
Statement").
The Registration Statement relates to the issuance and sale of up
to 6,000,000 shares of Common Stock pursuant to the Covance Inc. Employee Equity
Participation Program comprising an employee benefit plan (the "Plan").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Registration Statement.
As such counsel, I have made such legal and factual examinations
and inquiries as I have deemed advisable for the purpose of rendering this
opinion. Based upon the foregoing, it is my opinion that the Common Stock, when
issued, delivered and paid for in the manner described in the Plan, will be
validly issued, fully paid and non-assessable.
The opinions contained herein relate solely to the Delaware General
Corporation Law, and I express no opinion herein concerning the laws of any
other jurisdiction.
This opinion is rendered to the Company in connection with the
filing by the Company of the Registration Statement with the SEC pursuant to the
Securities Act and is solely for the benefit of the Company in connection with
such filing. The opinions expressed herein may not be used or relied on by any
other person, nor may this letter or any copies thereof be furnished to a third
party, filed with a government agency, quoted, cited or otherwise referred to
without our prior written consent, except as noted below.
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Covance Inc.
December 20, 1996
Page 2
I hereby consent to the reference to myself under the caption
"Legal Matters" in the prospectus included in the Registration Statement. I
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Jeffrey S. Hurwitz
----------------------
Jeffrey S. Hurwitz
Corporate Senior Vice President,
General Counsel and
Secretary
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 29, 1996 appearing on page F-33
of the Information Statement dated November 26, 1996 constituting part of the
Registration Statement on Form 10 of the common stock, with attached Preferred
Stock Purchase Right, of Covance Inc.
/s/Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Morristown, New Jersey
December 17, 1996
