<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
REGISTRATION NO. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COVANCE INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 210 CARNEGIE CENTER 22-3265977
(State of Incorporation) PRINCETON, NEW JERSEY 08540-6233 (I.R.S. Employer
(Address of principal executive Identification Number)
offices)
COVANCE INC.
DIRECTOR'S RESTRICTED STOCK PLAN
(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price per Aggregate Offering Amount of
be Registered Registered Share(1) Price(1) Registration Fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value
$.01 per share 105,000 $21.18 $1,218,769 $339
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933,
as follows (i) in the case of 15,600 restricted shares issued under the
Plan on the date of filing of this Registration Statement, based on the
aggregate price on the date of issuance of $330,356 which averages
$21.18 per share, and (ii) in the case of 89,400 shares which remain
available for grant under the Plan on the date of filing of this
Registration Statement, based on the average of the high and low prices
of the registrant's Common Stock on November 5, 1999.
<PAGE>
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. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 filed 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 Company's Quarterly Report on Form 10-Q for the period
ending March 31, 1999.
3. The Company's Quarterly Report on Form 10-Q for the period
ending June 30, 1999.
4. The Company's Quarterly Report on Form 10-Q for the
period ending September 30, 1999.
5. The Company's Proxy Statement in connection with the 1999
Annual Meeting of Shareholders filed with the Commission on March 8,
1999.
6. The Company's Current Reports on Form 8-K filed with the
Commission on May 4, 1999 and June 25, 1999.
7. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 10, declared effective by
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
<PAGE>
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 declared effective by
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
participates in the Company stock and option benefit plans and holds directly
shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware Law, the Company's Restated 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 Restated 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.
<PAGE>
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
------- --------
4.1 Covance Inc. Director's Restricted Stock Plan
5.1 Opinion of General Counsel as to the legality of
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of General Counsel (contained in the opinion
filed as Exhibit 5.1 to this Registration Statement).
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.
<PAGE>
(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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 November
10, 1999.
COVANCE INC.
By: /s/ CHRISTOPHER A. KUEBLER
---------------------------------------
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 Ross A. Hyams 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ CHRISTOPHER A. KUEBLER Chairman of the Board,
- --------------------------- President and Chief Executive Officer
Christopher A. Kuebler (Principal Executive Officer) November 10, 1999
/s/ CHARLES C. HARWOOD, JR. Corporate Senior Vice President and
- --------------------------- Chief Financial Officer (Principal
Charles C. Harwood, Jr. Financial Officer) November 10, 1999
/s/ MICHAEL GIANNETTO Vice President and Controller
- --------------------------- (Principal Accounting Officer) November 10, 1999
Michael Giannetto
/s/ ROBERT M. BAYLIS
- --------------------------- Director November 10, 1999
Robert M. Baylis
/s/ VAN C. CAMPBELL
- --------------------------- Director November 10, 1999
Van C. Campbell
/s/ IRWIN LERNER
- --------------------------- Director November 10, 1999
Irwin Lerner
/s/ J. RANDALL MACDONALD
- --------------------------- Director November 10, 1999
J. Randall MacDonald
/s/ NIGEL W. MORRIS
- --------------------------- Director November 10, 1999
Nigel W. Morris
/s/ KATHLEEN G. MURRAY
- --------------------------- Director November 10, 1999
Kathleen G. Murray
/s/ WILLIAM A. UGHETTA
- --------------------------- Director November 10, 1999
William A. Ughetta
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No Document Page No.
- ---------- -------- --------
4.1 Covance Inc. Director's Restricted Stock Plan. FILED
HEREWITH.
5.1 Opinion of the General Counsel as to the legality of
securities being registered. FILED HEREWITH.
23.1 Consent of PricewaterhouseCoopers LLP. FILED HEREWITH.
23.2 Consent of General Counsel (contained in opinion filed as
Exhibit 5.1 to this Registration Statement). FILED
HEREWITH.
24.1 Power of Attorney (included on Signature Page). FILED
HEREWITH.
<PAGE>
Exhibit 4.1
COVANCE INC. AMENDED AND RESTATED
RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The Restricted Stock Plan for Non-Employee Directors (the "Plan") is to be
a part of the compensation paid by Covance Inc. (the "Corporation") for
service as a director to individuals who are not employees of (i) the
Corporation, (ii) any subsidiary corporation of the Corporation within the
meaning of Section 424 (f) of the Internal Revenue Code of 1986, as amended
(the "Code") or of any successor section (a "Subsidiary") or (iii) any
other entity in which he Corporation has at least one half of the ownership
interest (such persons being referred to herein as "Non-Employee
Directors"). The Plan is intended to increase the proprietary interest of
the Non-Employee Directors, as owners of additional shares of Covance Inc.
common stock ("Common Stock"), in the Corporation's success and progress.
2. ADMINISTRATION
The Plan shall be administered by the Committee of the Board of Directors
of the Corporation, which shall consist of at least three directors who
together shall have the authority to adopt rules and regulations for
carrying out the Plan and to interpret, construe and implement the
provisions of the Plan. The Committee may obtain such advice or assistance
as it deems appropriate from persons not serving on the committee.
3. ELIGIBILITY
Any Director of Covance Inc. (the "Corporation") who is not an officer or
employee of the Corporation or a Subsidiary thereof is eligible to
participate in the Plan.
4. RESTRICTED STOCK
The stock subject to grant under the Plan shall be limited to shares of the
Corporation's Common Stock, from the authorized and unissued Covance Board
approved pool of 105,000 shares of Covance Inc. Common Stock.
5. RECAPITALIZATION
The number of units in the participant's market value account shall be
proportionally adjusted for any increase or decrease in the number of
issued shares of Common Stock of the Corporation resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such shares
effected without receipt of consideration by the Corporation, or any
distribution or spin-off of assets (other than cash) to the stockholders of
the Corporation.
<PAGE>
6. TERMS OF GRANT
a) ISSUANCE - Each individual upon becoming a Non-Employee Director, and
eligible to participate in the Plan pursuant to Section 3 hereof,
shall be issued by the Corporation one or more certificates
representing in the aggregate Two Thousand (2,000) shares of the
Common Stock of the Corporation, which shares shall be issued and
subject to the provisions of the Plan.
b) RESTRICTIONS ON TRANSFER - All shares granted to a Participant shall
be subject to restriction on transfer so long as the Participant
remains a Non-Employee Director and may not be sold, assigned,
transferred, pledged or otherwise encumbered while the Participant is
a Non-Employee Director.
c) FORFEITABILITY - Except as set forth in the next paragraph, in the
event the Participant ceases to be a Non-Employee Director of the
Corporation all shares of Common Stock granted to him under the Plan
shall be forfeited and all rights of the Participant to such shares
shall terminate without further obligation on the part of the
Corporation; provided however, if such cessation is on account of
death or medical or health reasons which render the Participant unable
to perform the duties and responsibilities owed to the Corporation in
his capacity as a director, the possibility of forfeiture shall lapse
in its entirety and all such shares shall be vested in him.
d) VESTING - Shares granted as the initial award of 2,000 Covance common
shares shall be subject to the possibility of forfeiture until the
date on which the Participant terminates service as a Non-Employee
Director with the affirmative consent of a majority of the members of
the Board of Directors, which consent (i) shall be given upon such
termination of service following the Participant's having reached age
72 and (ii) may be given following the Participant's having completed
six years (cliff vesting) of service as a Non-Employee Director
(including service as such with Corning Incorporated or Corning
Pharmaceutical Services Inc. prior to the date of initial grant) and
having terminated service for reasons or under circumstances approved
by a majority of the Compensation Committee. If a Participant
terminates service as a Non-Employee Director prior to meeting the
requirements set forth in the preceding sentence, the Board of
Directors may, in its sole discretion, remove the restrictions on
transfer and the possibility of forfeiture from such number of shares
held by the Participant under the Plan as it determines is equitable;
provided, however, such number shall not exceed an amount based upon
the ratio that the number of years of service as a Non-Employee
Director at the time of termination (including service prior to the
date of initial grant) bears to six years (cliff vesting) service as a
director. In addition, all Shares shall become immediately vested as
of the date on which there is a "Change in Control" of the
Corporation. For this purpose, a "Change in Control" shall be deemed
to have occurred upon the earliest to occur of the following: (i) the
date the Corporation becomes a party to a merger, consolidation, or
sale of substantially all of its assets or any other corporate
reorganization in which the Corporation will not be the surviving
corporation, or in which the holders of the Corporation's Common Stock
will receive securities of another corporation, (ii) the purchase by
an individual, or group of individuals acting in concert, of at least
twenty percent of the voting securities of the Corporation, or (iii)
during any twenty-four month period, individuals who at the beginning
of such period constituted the Board of Directors cease for any reason
to constitute a majority thereof.
<PAGE>
e) CERTIFICATES - Each certificate representing the shares of Common
Stock awarded hereunder may be stamped or otherwise imprinted on the
face thereof with a legend in substantially the following form: "The
shares represented by this certificate have not been registered under
the Securities Act of 1933. This certificate and the shares
represented hereby are subject to the possibility of forfeiture under,
and may be sold, transferred, or otherwise disposed of only in
accordance with, the terms of the Restricted Stock Plan for
Non-Employee Directors of Covance Inc., a copy of which Plan is on
file in the office of the Secretary of Covance, Princeton, New Jersey.
f) POSSESSION - Each certificate issued with respect to the shares of
Common Stock granted pursuant to the Plan shall be registered in the
name of the Participant but shall be held by the Corporation for
safekeeping until possibility of forfeiture and the restriction on
transfer of the shares lapse pursuant to the terms of the Plan. After
the possibility of forfeiture and the transfer restrictions applicable
to shares registered in the name of a Participant shall have lapsed,
the Corporation shall deliver to the Participant or to the
Participant's beneficiary or estate one or more certificates
representing the number of shares then vested in the Participant and
free of restrictions.
7. AMENDMENT OF THE PLAN
The Board of Directors may from time to time alter, amend, suspend, or
discontinue the Plan, except that no alteration or amendment (i) to the
provisions of Section 6 hereof shall be made more often than once in any
six-month period and (ii) shall, without the approval of the holders of a
majority of the outstanding shares of Common Stock of the Corporation
entitled to vote thereon, provide for the grant of Common Stock from shares
authorized and unissued.
8. MISCELLANEOUS
a) Nothing in the Plan shall be deemed to create any obligation on the
part of the Board of Directors to nominate any director for
re-election by the Corporation's stockholders.
b) The Corporation shall have the right to require, prior to delivery of
any shares granted hereunder, payment by the Participant of cash or
shares of Common Stock of the Corporation to cover such taxes as are
required by law with respect to the issuance or delivery of such
shares.
9. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on 3 December 1996 when approved by the
vote of the Board of Directors of the Corporation and shall continue until
terminated by such Board.
10. CLAIMS PROCEDURE
a) DENIAL OF CLAIM FOR BENEFITS. Any denial by the Committee of any claim
for benefits under the Plan by a Participant shall be stated in
writing by the Committee and delivered or mailed to the Participant.
The Committee shall furnish the Participant with notice of the
decision not later than 90 days after receipt of the claim, unless
special circumstances require an extension of time for processing the
claim. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the Participant
<PAGE>
prior to the termination of the initial 90 day period. In no event
shall such extension exceed a period of 90 days from the end of such
initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the
Committee expects to render the final decision. The notice of the
Committee decision shall be written in a manner calculated to be
understood by the Participant and shall include (i) the specific
reasons for the denial, including, where appropriate, references to
the Plan, (ii) any additional information necessary to perfect the
claim with an explanation of why the information is necessary, and
(iii) an explanation of the procedure for perfecting the claim.
b) APPEAL OF DENIAL. The Participant shall have 60 days after receipt of
written notification of denial of his or her claim in which to file a
written appeal with the Committee. As a part of any such appeal, the
Participant may submit issues and comments in writing and shall, on
request, be afforded an opportunity to review any documents pertinent
to the perfection of his or her claim. The Committee shall render a
written decision on the Participant's appeal ordinarily within 60 days
of receipt of notice thereof but, in no case, later than 120 days.
11. MISCELLANEOUS
a) LIMITED PURPOSE OF PLAN. The establishment or existence of the Plan
shall not confer upon any individual the right to be continued as a
Director.
b) NON-ALIENATION. No amounts payable under the Plan shall be subject in
any manner to anticipation, assignment, or voluntary or involuntary
alienation.
c) FACILITY OF PAYMENT If the Committee, in its sole discretion, deems a
Participant who is eligible to receive any payment hereunder to be
incompetent to receive the same by reason of age, illness or any
infirmity or incapacity of any kind, the Committee may direct the
Corporation to apply such payment directly for the benefit of such
person, or to make payment to any person selected by the Committee to
disburse the same for the benefit of the Participant. Payments made
pursuant to this Section 11(c) shall operate as a discharge, to the
extent thereof, of all liabilities of the Corporation and the
Committee to the person for whose benefit the payments are made.
d) GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the state of New Jersey, to the extent not
preempted by federal law.
<PAGE>
Exhibit 5.1
November 10, 1999
Covance Inc.
210 Carnegie Center
Princeton, New Jersey 08540
Re: Covance Inc.
Director's Restricted Stock Plan
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
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 105,000 shares of Common Stock pursuant to the Covance Inc. Director's
Restricted Stock Plan comprising a non-employee Director 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 Securities and
Exchange Commission 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 my prior written consent, except as noted
below.
<PAGE>
November 10, 1999
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
November 10, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1999, appearing on page 26
of Covance Inc.'s Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
/s/ PricewaterhouseCoopers LLP
