As filed with the Securities and Exchange Commission on August 8, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNILAB CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-4415490
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18448 Oxnard Street
Tarzana, California 91356
(818) 996-7300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
UNILAB CORPORATION 1997 DIRECTORS STOCK PURCHASE PLAN
UNILAB CORPORATION NON-QUALIFIED STOCK OPTIONS
UNILAB CORPORATION RESTRICTED COMMON STOCK
(Full Title of the Plans)
Mark L. Bibi, Esq.
Vice President, Secretary and
General Counsel
Unilab Corporation
401 Hackensack Avenue
9th Floor
Hackensack, New Jersey 07601
(201) 525-1000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share(1) Price(1)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 4,004,261(2) $1.375 $5,505,859 $1668
share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), based upon the average of
the high and low prices per share of the Common Stock (such average being
$1.375) as reported on The American Stock Exchange on August 4, 1997.
(2) Represents (i) 25,000 shares issuable upon the exercise of certain
nonqualified options granted to an employee; (ii) 2,979,261 shares of
restricted stock issued to certain employees, consultants and directors;
and (iii) 1,000,000 shares issuable in connection with The Unilab
Corporation 1997 Directors Stock Purchase Plan. This Registration Statement
also relates to such indeterminate number of additional shares of Common
Stock as may be issuable as a result of stock splits, stock dividends or
similar transactions.
<PAGE>
UNILAB CORPORATION
FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION
OF INFORMATION REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number Location/Heading in Prospectus
1. Forepart of Registration Statement and Cover Page
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Available Information;
Pages of Prospectus Incorporation of Certain
Information by Reference
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities Not Applicable
to be Registered
10. Interests of Named Experts and Counsel Experts; Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position on Indemnification of Officers
Indemnification for Securities Act and Directors
Liabilities
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by Unilab Corporation (the "Registrant") pursuant
to the Securities Act of 1933, as amended (the "1933 Act") or the Securities
Exchange Act of 1934, as amended (the "1934 Act") are incorporated by reference
herein:
1. The Registrant's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1997 and June 30, 1997.
3. The Registrant's Current Report on Form 8-K, dated January 20, 1997.
4. The description of the Registrant's common stock, par value $.01 per
share (the "Unilab Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on March 19, 1996, including any
amendments or reports filed for the purpose of updating such description.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated 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, see Item 3(4) above.
Item 5. Interests of Named Experts and Counsel.
Mark L. Bibi, Vice President, Secretary and General Counsel of the
Registrant, is named in the Reoffer Prospectus as having given an opinion upon
the validity of the securities being registered. Mark L. Bibi has been the Vice
President, Secretary and General Counsel of the Registrant for approximately 4
years and beneficially owns 212,250 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person against
expenses, judgments, fines and amounts paid in settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding in which he is involved by reason of the
fact that he is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of the corporation, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that (i) he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and (ii) with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful. If the action or
suit is by or in the name of the corporation, the corporation may indemnify any
such person against expenses actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
Delaware Court of Chancery or the court in which the action or suit is brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
<PAGE>
The Amended and Restated Certificate of Incorporation, as amended, (the
"Certificate of Incorporation") of the Registrant provides for indemnification,
to the fullest extent permitted by the provisions of the DGCL, of all persons
whom it may indemnify pursuant thereto. The Certificate of Incorporation of the
Registrant also provides that the indemnification provided by such section shall
not limit or exclude any rights, indemnities or limitations of liability to
which any person may be entitled whether as a matter of law, under the Amended
and Restated By-laws of the Registrant, by agreement, vote of the stockholders
or disinterested directors of the Registrant or otherwise.
In accordance with Section 102(b)(7) of the DGCL, the Certificate of
Incorporation of the Registrant limits the personal liability of the directors
of the Registrant to the fullest extent permitted by such Section 102(b)(7).
The Registrant also maintains standard forms of officers' and directors'
liability insurance policies.
Item 7. Exemption from Registration Claimed.
Exemption from registration for 2,979,261 shares of the Unilab Common Stock
covered by the Reoffer Prospectus was claimed under Section 4(2) of the
Securities Act. Such shares were issued to certain employees, consultants and
directors of the Registrant as part of their individually negotiated
compensation arrangements with the Registrant.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
4.01 Form of Unilab Corporation 1997 Directors Stock Purchase Plan.
4.02 Form of Restricted Stock Agreement by and between the Registrant
and Messrs. and Mesdames Brett, Bryan, Filer, Fischinger,
Lanzolatta and Marquez.
4.03 Form of Stock Option Agreement by and between the Registrant and
Richard A. Michaelson.
4.04 Restricted Stock Agreement, dated January 20, 1997, by
and between the Registrant and Andrew H. Baker
(Incorporated by reference to Exhibit 10.18 to the
Company's Form 10-K for the year ended December 31,
1996, dated March 21, 1997).
4.05 Amendment No. 1 to Restricted Stock Agreement, dated January 20,
1997, by and between the Registrant and Andrew H. Baker.
4.06 Employment Agreement, dated January 20, 1997, by and
between the Registrant and David C. Weavil
(Incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on form 10-K for the year
ended December 31, 1996, dated March 21, 1997).
5.01 Opinion of Mark L. Bibi, Vice President, Secretary and
General Counsel for the Registrant, regarding the
legality of Common Stock being registered.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Mark L. Bibi, Esq. (included in Exhibit 5.01 hereto).
24.01 Powers of Attorney (included on the signature pages of this
Registration Statement).
<PAGE>
Item No. 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 1933
Act;
(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 and 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 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in this
registration statement; and
(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
information 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 1934 Act that are
incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the 1933
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; and
(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 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 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.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
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.
<PAGE>
REOFFER
PROSPECTUS
UNILAB CORPORATION
COMMON STOCK, PAR VALUE $.01 PER SHARE
3,004,261 SHARES
This Reoffer Prospectus relates to the subsequent resale or offer for sale
on The American Stock Exchange, or otherwise, of (i) 25,000 shares of voting
common stock, par value $.01 per share ("Unilab Common Stock"), of Unilab
Corporation, a Delaware corporation ("Unilab" or the "Company"), that may be
acquired by an employee of the Company, who could be deemed to be an "affiliate"
(as defined in Rule 405 promulgated under the Securities Act of 1933, as amended
(the "Securities Act")) of Unilab, pursuant to the exercise of certain
nonqualified options granted to such employee under a Nonqualified Stock Option
Agreement (the "Option Shares") and (ii) 2,979,261 shares of restricted Unilab
Common Stock (the "Restricted Shares") that have been granted by the Company to
certain employees, consultants and directors of the Company as partial
compensation for services rendered by such employees, consultants and directors
(such persons referred to in clauses (i) and (ii) being the "Selling
Stockholders"). In connection with such resales or offers for sale, such persons
and the brokers through whom such shares may be sold may be deemed to be
"underwriters" as that term is defined in Section 2(11) of the Securities Act.
The Company will not receive any proceeds from the offering of the Option Shares
or the Restricted Shares. All expenses of registration incurred in connection
with the registration under the Securities Act and the offering of the
securities hereby are being borne by Unilab, but all selling and other expenses,
incurred by an individual Selling Stockholder will be borne by such Selling
Stockholder.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized in connection with any offering made hereby to
give any information or to make any
representation, not contained in this Reoffer Prospectus, and if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or any Selling Stockholder. The Reoffer Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
security other than the securities offered hereby, nor does it constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby to any person in any jurisdiction in which it is unlawful to make any
such offer or solicitation to such person. Neither the delivery of this Reoffer
Prospectus nor any sale made hereby shall under any circumstance imply that the
information contained herein is correct as of any date subsequent to the date
hereof.
The date of this Reoffer Prospectus is August 8, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith is required to file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission") which may be
inspected and copied at the public reference facilities maintained by the
Commission located at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the public reference facilities located at the
regional offices of the Commission at Seven World Trade Center, Suite 1300, New
York, New York 10048, and at the Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of such site is http://www.sec.gov. The Company files
electronically with the Commission. Unilab Common Stock is listed and traded on
The American Stock Exchange. Reports, proxy statements, informational statements
and other information concerning the Company can be inspected at the offices of
The American Stock Exchange located at 86 Trinity Place, New York, NY 10006.
The Company has filed with the Commission a registration statement on Form
S-8 (herein, together with all amendments, exhibits and schedules thereto,
referred to as the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the securities offered
hereby. This Reoffer Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission, and to which reference is hereby made. For
further information, reference is hereby made to the Registration Statement and
exhibits filed as a part thereof and otherwise incorporated therein and which
may be inspected and copied in the manner and at the sources described above.
Statements contained in this Reoffer Prospectus as to the contents of any
document referred to are not necessarily complete, and in each instance
reference is made to such exhibit for a more complete description and each such
statement is qualified in its entirety by such reference.
THE COMPANY
General
Unilab primarily provides clinical laboratory testing services to
physicians, managed-care organizations, hospitals and other health care
providers. It provides clinical laboratory testing services through (i) three
full-service central testing laboratories located in Tarzana (Los Angeles), San
Jose and Sacramento, California, (ii) approximately 40 STAT ("short turnaround
time") laboratories in California and (iii) approximately 217 patient service
centers primarily located in California, with a handful in certain other states.
Unilab was incorporated under the name MetCal Inc. on January 6, 1993 as a
Delaware corporation and successor to Unilab Corporation, a Colorado corporation
founded in 1988 (as successor to a corporation founded in 1986), which was
reincorporated in 1990 as a Delaware corporation. Unilab's executive offices are
located at 18448 Oxnard Street, Tarzana, California 91356, telephone number
(818) 996-7300. Unilab Common Stock is listed on The American Stock Exchange
under the symbol "ULB."
USE OF PROCEEDS
The Company will receive the exercise price of the Option Shares when
exercised by the holder thereof. Such proceeds will be used for working capital
purposes. The Company will not receive any proceeds from the offering of the
Restricted Shares by the Selling Stockholders.
<PAGE>
PLAN OF DISTRIBUTION
The shares of Unilab Common Stock covered by this Reoffer Prospectus are
being registered by Unilab for account of the Selling Stockholders. Unilab has
been informed by the Selling Stockholders that none of such shares will be
offered through underwriters.
The shares of Unilab Common Stock reoffered and resold hereby may be
offered and sold from time to time by certain stockholders of Unilab through
brokers on The American Stock Exchange or otherwise (without the payment of any
underwriting commission or discount other than normal brokers' commissions for
effecting such transactions), through negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. To the Company's
knowledge no specific brokers or dealers have been designated by the Selling
Stockholders nor has any agreement been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may
be reoffered pursuant to this Reoffer Prospectus. The Selling Stockholders and
any broker or dealer through whom offers or sales of shares of Unilab Common
Stock covered by this Reoffer Prospectus are made may be regarded as
"underwriters" within the meaning of the Act, although the Selling Stockholders
disclaim such status. Compensation received by any such broker or dealer in
respect of the offer or sale of such shares may be regarded as underwriters'
compensation.
All expenses of registration incurred in connection with this offering are
being borne by Unilab, but all selling and other expenses incurred by an
individual Selling Stockholder will be borne by such Selling Stockholder.
SELLING STOCKHOLDERS
This Reoffer Prospectus relates to (i) shares of Unilab Common Stock which
have been acquired by certain employees, consultants and directors of the
Company pursuant to the grant to such persons of Unilab Common Stock under
Restricted Stock Agreements and/or employment agreements, (ii) shares of Unilab
Common Stock which may be acquired by an employee of the Company who could be
deemed to be an "affiliate" of Unilab, pursuant to the exercise of options
granted to such employee under a Nonqualified Stock Option Agreement and (iii)
shares of Unilab Common Stock which have been acquired by a certain director of
the Company pursuant to the 1997 Unilab Director Stock Purchase Plan.
The following table sets forth certain information known to Unilab
regarding the beneficial ownership of Unilab Common Stock as of August 1, 1997
with respect to each of the Selling Stockholders. For purposes of this table, a
person is deemed to have "beneficial ownership" of any shares as of a given date
which such person has the right to acquire within 60 days after such date. For
purposes of computing the percentage of outstanding shares held by each person
named below on a given date, any security which such person has the right to
acquire within 60 days after such date is deemed to be outstanding, but is not
deemed to be outstanding for the purpose of computing the percentage ownership
of any other person. Except as noted below, each person has full voting and
investment power over the shares indicated.
<PAGE>
<TABLE>
<CAPTION>
Number of shares of
Position or Material Common Stock Number of Shares of
Selling Relationship with Beneficially Owned Number of Shares Common Stock Beneficially
Stockholder the Company During Prior to of Common Stock Owned After Completion
Past Three Years Reoffering (1) Reoffered of the Reoffering(1)
Percentage of
Number Total Shares
Outstanding
<S> <C> <C> <C> <C> <C>
David C. Weavil Chairman, Chief 1,371,428 1,371,428 0 *
Executive Officer and
President
Kirby L. Cramer Director 1,011,611 500,000 511,611 1.3%
Todd Brett Associate Vice 4,833 1,500 3,333 *
President, Business
Development
Lauren Bryan Former Divisional Vice 18,500 1,500 17,000 *
President
David Filer Vice President of 16,666 10,000 6,666 *
Billing
Andrew Fischinger Regional Medical 10,000 10,000 0 *
Director
Jeff Lanzolatta Division President 175,000 50,000 125,000 *
Beverly Marquez Regional General 4,833 1,500 3,333 *
Manager
Richard A. Michaelson Senior Vice President, 535,340 25,000 510,340 1.3
Chief Financial
Officer and Treasurer
Andrew H. Baker Consultant; Former 2,716,288 1,033,333 1,682,955 4.2
Chairman, Chief
Executive Officer and
President
</TABLE>
- ------------------------
* Less than 1%.
(1) Calculated pursuant to Rule 13d-3 promulgated under the Exchange Act, and
based on 40,263,977 shares of Unilab Common Stock outstanding as of August
1, 1997. Since the shares being reoffered hereby have been registered
pursuant to Rule 415 under the Securities Act and not pursuant to an
underwritten public offering, the number of registered shares to be sold
pursuant hereto and the dates of such sale are not presently determinable.
On August 4, 1997 the closing sales price per share of the Unilab Common
Stock, as reported on the American Stock Exchange was $1.375.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission (the
"Commission") by the Company pursuant to the Securities Act or the Exchange Act
are incorporated by reference herein and made a part hereof:
1. The Company's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1997 and June 30, 1997.
3. The Registrant's Current Report on Form 8-K, dated January 20, 1997
4. The description of the Company's Common Stock, par value $.01 per share
(the "Unilab Common Stock"), contained in the Company's Registration Statement
on Form 8-A filed with the Commission on June 19, 1996, including any amendments
or reports filed for the purpose of updating such description.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Reoffer Prospectus and to be a part hereof
from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which is also incorporated or deemed to be
incorporated 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 Reoffer Prospectus.
A copy of any documents incorporated by reference in the Registration
Statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) of which this
Reoffer Prospectus forms a part but which is not delivered with this Reoffer
Prospectus will be provided by the Company without charge to any person to whom
this Reoffer Prospectus has been delivered, upon the oral or written request of
such person. Such requests should be directed to Mark L. Bibi, Vice President,
Secretary and General Counsel, Unilab Corporation, 401 Hackensack Avenue, 9th
Floor, Hackensack, New Jersey 07601, telephone number (201) 525-1000.
ACCOUNTING AND AUDITING EXPERTS
The audited Financial Statements and schedules of the Company, incorporated
by reference in this Reoffer Prospectus and elsewhere in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock being offered hereby
are being passed upon by Mark L. Bibi, Vice President, Secretary and General
Counsel to the Company.
<PAGE>
INDEMNIFICATION
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person against
expenses, judgments, fines and amounts paid in settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding in which he is involved by reason of the
fact that he is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of the corporation, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that (i) he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and (ii) with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful. If the action or
suit is by or in the name of the corporation, the corporation may indemnify any
such person against expenses actually and reasonably incurred by him in
connection with the defense or settlement of such action of suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
Delaware Court of Chancery or the court in which the action or suit is brought
determines upon application that, despite the adjudication of liability but in
the light of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
The Amended and Restated Certificate of Incorporation, as amended, (the
"Certificate of Incorporation") of the Company provides for indemnification, to
the fullest extent permitted by the provisions of the DGCL, of all persons whom
it may indemnify pursuant thereto. The Certificate of Incorporation also
provides that the indemnification provided by such section shall not limit or
exclude any rights, indemnities or limitations of liability to which any person
may be entitled whether as a matter of law, under the Amended and Restated
By-laws of the Company, by agreement, vote of the stockholders or disinterested
directors of the Company or otherwise.
In accordance with Section 102(b)(7) of the DGCL, the Certificate of
Incorporation limits the personal liability of the directors of the Company to
the fullest extent permitted by such Section 102(b)(7).
The Company also maintains standard forms of officers' and directors'
liability insurance policies.
Unilab Corporation has filed with the Securities 3,004,261 Shares
and Exchange Commission, Washington, D.C., a
Registration Statement under the Securities Act of
1933, as amended, with respect to this offering. UNILAB CORPORATION
This Reoffer Prospectus omits certain information
contained in the Registration Statement. The
information omitted may be obtained from the Securities
and Exchange Commission upon payment of the regular Common Stock,
charge therefor. Par Value $.01 Per Share
TABLE OF CONTENTS
Page
Available Information.............................A-2 PROSPECTUS
The Company.......................................A-2
Use of Proceeds...................................A-2
Plan of Distribution..............................A-3
Selling Stockholders..............................A-3
Documents Incorporated by Reference...............A-5
Accounting and Auditing Experts...................A-5
Legal Matters.....................................A-5
Indemnification...................................A-6
August 8, 1997
<PAGE>
SIGNATURES
The Registrant
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, hereunto duly
authorized, in the City of Los Angeles and State of California on this 8th day
of August, 1997.
UNILAB CORPORATION
By: /s/ David C. Weavil
Name: David C. Weavil
Title: Chairman of the Board, President
and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby appoints Mark L. Bibi as his true and lawful attorney-in-fact, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission granting unto said attorney-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 attorney-in-fact and agents, or any them,
or his 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 has been signed below by the following persons in the
capacities and on the dated indicated.
Signature Title Date
/s/
- ------------------------
David C. Weavil Chairman of the Board, August 8, 1997
President and Chief Executive
Officer (principal executive
officer)
/s/
- ------------------------
Richard A. Michaelson Senior Vice President-Finance,
Treasurer and Chief Financial
Officer (principal financial
and accounting) August 8, 1997
/s/
- ------------------------
Kirby L. Cramer Director August 8, 1997
/s/
- ------------------------
Michael B. Hoffman Director August 8, 1997
/s/
- ------------------------
Haywood D. Cochrane Director August 8, 1997
/s/
- ------------------------
Gabriel B. Thomas Director August 8, 1997
EXHIBITS INDEX
Exhibit No. Document
4.01 Form of Unilab Corporation 1997 Directors Stock Purchase Plan.
4.02 Form of Restricted Stock Agreement by and between the Registrant
and Messrs. and Mesdames Brett, Bryan, Filer, Fischinger,
Lanzolatta and Marquez.
4.03 Form of Stock Option Agreement by and between the Registrant and
Richard A. Michaelson.
4.04 Restricted Stock Agreement, dated January 20, 1997, by
and between the Registrant and Andrew H. Baker
(Incorporated by reference to Exhibit 10.18 to the
Company's Form 10-K for the year ended December 31,
1996, dated March 21, 1997).
4.05 Amendment No. 1 to Restricted Stock Agreement, dated January 20,
1997, by and between the Registrant and Andrew H. Baker.
4.06 Employment Agreement, dated January 20, 1997, by and
between the Registrant and David C. Weavil
(Incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on form 10-K for the year
ended December 31, 1996, dated March 21, 1997).
5.01 Opinion of Mark L. Bibi, Vice President, Secretary and
General Counsel for the Registrant, regarding the
legality of Common Stock being registered.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Mark L. Bibi, Esq. (included in Exhibit 5.01 hereto).
24.01 Powers of Attorney (included on the signature pages of this
Registration Statement).
Exhibit 4.01
UNILAB CORPORATION
1997 DIRECTORS STOCK PURCHASE PLAN
1. Purpose
The purpose of the Unilab Corporation 1997 Directors Stock Purchase
Plan (the "Plan") is to secure for Unilab Corporation (the
"Corporation") and its stockholders the benefits of the incentive
inherent in increased ownership of common stock, par value $.01 per
share (the "Common Stock"), of the Corporation by the members of the
Board of Directors (the "Board") of the Corporation. It is expected
that such ownership will provide such Directors with a more direct
stake in the future welfare of the Corporation and encourage them to
remain directors of the Corporation. It is also expected that the Plan
will encourage qualified persons to become directors of the
Corporation. This purpose will be accomplished by reserving shares of
common stock for sale and issuance to Directors.
2. Administration
The Plan shall be administered by the Board or by such person or
persons designated by the Board. (All references herein to the "Board"
shall be deemed to include the Board's designee.). The Board shall have
all the powers vested in it by the terms of the Plan. Subject to the
provisions of the Plan, the Board shall have the power to construe the
Plan, to determine all questions arising thereunder, and to adopt and
amend such rules and regulations for the administration of the Plan as
it may deem desirable. Any decision of the Board in the administration
of the Plan, as described herein, shall be final and conclusive. The
Board may act only by a majority of its members in office (or a
majority of the members of any Committee designated by the Board to
administer the Plan). The members thereof may authorize any one or more
of their number or the Secretary or any other officer of the
Corporation to execute, prepare and deliver documents on behalf of the
Board. No member of the Board shall be liable for anything done or
omitted to be done by such member or by any other member of the Board
in connection with the Plan, except for such member's own willful
misconduct or as expressly provided by statute.
3. Amount of Stock
The stock which may be issued and sold under the Plan shall not exceed
1,500,000 shares of Common Stock, subject to adjustment as provided in
Section 7. The Common Stock to be issued may be either authorized and
unissued shares or issued shares acquired by the Corporation.
4. Eligibility to Purchase Common Stock
Each Director shall be eligible to purchase shares of Common Stock
under the Plan in accordance with the procedures set forth in Section
5.
5. Procedure for Purchasing Common Stock
(a) Each Director shall have the right to purchase Common Stock
under this Plan, by stating in a writing filed with the
Secretary of the Corporation (the "Notice"), the number of
shares of Common Stock he wishes to purchase (the "Share
Amount") or the dollar amount he wishes to spend to purchase
shares of Common Stock (the "Dollar Amount"). The date such
Notice is properly delivered to the Secretary of the
Corporation is hereinafter referred to as the "Notice Delivery
Date".
(b) The number of shares of Common Stock to be issued to a
Director who delivers the Notice to the Secretary of the
Corporation specifying a Dollar Amount for his desired
purchase shall be determined based on the Market Value (as
hereinafter defined in Section 6) of a share of Common Stock
on the Notice Delivery Date, subject to adjustment as provided
in Section 7.
(c) The purchase price of Common Stock purchased under this Plan
for a Director who delivers a Notice specifying a Share Amount
shall also be determined based on the Market Value (as
hereinafter defined in Section 6) of a share of Common Stock
on the Notice Delivery Date, subject to adjustment as provided
in Section 7.
(d) The number of shares issued shall be rounded to the nearest
whole number.
6. Purchase Price
The purchase price per share shall be 100% of the Market Value of a
share of Common Stock on the Notice Delivery Date, subject to
adjustment as provided in Section 7. As used herein, Market Value shall
be the last reported sales price of the Common Stock (if the Common
Stock is then traded on a national securities exchange, such as the
American Stock Exchange, where the Common Stock currently trades, or in
the Nasdaq Stock Market or, if not so traded, the average of the
closing bid and asked prices thereof, on the applicable date).
7. Adjustments upon Changes in Capitalization
(a) If the outstanding Common Stock is hereafter changed by reason
of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, forward or reverse stock
split, combination, exchange of shares, or the like, or
dividends payable in shares of the Common Stock, an
appropriate adjustment shall be made by the board in the
aggregate number of shares of Common Stock available under the
Plan and in the number of shares of Common Stock issued under
this Plan.
(b) Any adjustment in the number of shares shall apply
proportionately. If fractions of a share would result from any
such adjustment, the adjustment shall be revised to the next
higher whole number of shares.
8. Miscellaneous Provisions
(a) Except as expressly provided for in the Plan, no Director or
other person shall have any claim or right to purchase Common
Stock under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any Director any right
to be retained in the service of the Corporation or to
continue service as a Director.
(b) The Corporation shall not be obligated to deliver any shares
of Common Stock hereunder until they have been listed on each
securities exchange on which the Common Stock may then be
listed, or until there has been qualification under or
compliance with such state or federal laws, rules or
regulations as the Corporation may deem applicable.
(c) It shall be a condition to the obligation of the Corporation
to issue shares of Common Stock that the Director pay to the
Corporation, upon its demand, such amount, as shall equal the
Purchase Price, and as may be requested by the Corporation for
the purpose of satisfying any liability to withhold federal,
state, local or foreign income or other taxes. If the amount
requested is not paid, the Corporation may refuse to issue
shares of Common Stock.
(d) The expenses of the Plan shall be borne by the Corporation.
(e) To the extent not preempted by Federal law, the Plan, and all
agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware.
9. Amendment or Discontinuance
The Plan may be amended at any time and from time to time by the Board
as the Board shall deem advisable including, but not limited to
amendments necessary to qualify for any exemption or to comply with
applicable law or regulations.
10. Compliance With Section 16(b) of the Act
It is the intent of the Corporation that the Plan and any Common Stock
issued hereunder satisfy and be interpreted in a manner that satisfies
the applicable requirements of Section 16(b) of the Act and Rule 16b-3
thereunder, so that such persons will be entitled to the benefits of
Rule 16b-3 or other exemptive rules under Section 16 of the Act and
will not be subjected to liability thereunder. If any provision of the
Plan would otherwise conflict with the intent expressed herein, that
provision, to the extent possible, shall be interpreted and deemed
amended so as to avoid such conflict. To the extent of any remaining
irrreconcilable conflict with such intent, such provision shall be
deemed void as applicable to persons who are or may be subject to
Section 16 of the Act.
11. Termination
The Plan shall terminate upon the earlier to occur of (a) the adoption
of a resolution of the Board terminating the Plan and (b) March 31,
2007.
12. Effective Date of Plan
The Plan shall be deemed effective as of April 1, 1997.
RESTRICTED STOCK AGREEMENT
Pursuant to the Unilab Corporation 1996 Stock Option and
Performance Incentive Plan (the "Plan"), this Restricted Stock
Agreement (the "Agreement") is made as of _____________
199__, between Unilab Corporation, a Delaware corporation (the
"Corporation"), and ____________________________, a key
employee of the Corporation (the "Employee"), for the grant by the
Corporation to the Employee of restricted shares of the
Corporation's common stock, par value $.01 per share (the
"Common Stock").
Capitalized terms used but not defined herein have the
meaning set forth in the Plan.
1. Grant of Shares. In accordance with the terms of
the Plan, and in consideration of valuable services heretofore
rendered by the Employee to the Corporation and of the agreements
hereinafter set forth, the Corporation hereby grants to the Employee
_______________ Thousand (____,000) shares of Common Stock
of the Corporation (the "Shares"). As soon as reasonably
practicable following the Employee's execution of this Agreement,
a certificate or certificates representing the Shares and bearing the
legend described in Section 7 shall be issued in the name of the
Employee. The Corporation, at the direction of the Committee,
shall hold such certificate or certificates, properly endorsed for
transfer, for the Employee's benefit until such time as the Shares
are forfeited to the Corporation, or the restrictions herein set forth
have lapsed. The Shares, shall be issued from the Corporation's
available treasury shares or from authorized but unissued shares.
Upon issuance of the certificates representing the Shares, the
Employee shall have all the rights of a stockholder with respect to
the Shares, including the right to vote and to receive all dividends
or other distributions paid or made with respect to the Shares.
However, the Shares (and any securities of the Corporation which
may be issued with respect to the Share by virtue of any stock split,
combination, stock dividend or recapitalization, which securities
shall be deemed to be "Shares" hereunder) shall be subject to all the
restrictions hereinafter set forth.
2. Restriction. The Share shall not be sold, exchanged,
assigned, transferred, pledged or otherwise disposed of, and shall
be subject to forfeiture as set forth in Section 5 below until the
restriction imposed by this Section 2 (the "Restriction") has lapsed
pursuant to Sections 3 or 4 below.
3. Lapse of Restriction by Passage of Time. The
Restriction shall lapse and have no further force or effect with
respect to the Shares as follows: Twenty-Five Percent (25%) of the
Shares herein granted (for up to ____________ shares) shall be free
of the Restriction on or after ________________________;
Twenty-Five Percent (25%) of the Shares herein granted (for up to
____________ shares) shall be free of the Restriction on or after
________________________; Twenty-Five Percent (25%) of the
Shares herein granted (for up to _____________ shares) shall be
free of the Restriction on or after ________________________;
Twenty-Five Percent (25%) of the Shares herein granted (for up to
_____________ shares) shall be free of the Restriction on or after
________________________.
4. Lapse of Restriction by Death, Disability,
Retirement or Change In Control. The Restriction shall lapse and
have no further force or effect upon the Employee's death,
Disability, Retirement or upon a Change In Control which occurs
while the Employee is employed by the Corporation or a
subsidiary.
5. Forfeiture of Shares. In the event of termination of
the Employee's employment with the Corporation or a subsidiary,
prior to lapse of the Restriction under Sections 3 or 4, the Shares
which remain subject to the Restriction shall be forfeited, unless
otherwise determined by the Committee, in its sole discretion. In
the event of any such termination the Committee shall promptly
notify the Employee or his executor, administrator, personal
representative or heir ("Representative") of the number of the
Shares to be forfeited. The forfeited Shares shall be transferred to
the Corporation and be available for subsequent awards under the
Plan, unless the Committee directs that such Shares be cancelled
upon forfeiture. The Employee or his Representative shall
promptly deliver to the Corporation any documents requested by
the Corporation which are necessary to effectuate such transfer.
6. Delivery of Restricted Shares. Upon the lapse of the
Restriction pursuant to Sections 3 or 4, a stock certificate for the
number of Shares with respect to which the Restriction has lapsed
shall be delivered, free of all restrictions, to the Employee or the
Employee's Representative, beneficiary or estate, as the case may
be.
7. Legend on Certificates. All certificates representing
the Shares shall be endorsed on the face thereof with the following
legend:
"The shares of stock represented by this certificate,
and the transferability thereof are restricted by and
subject to the Unilab Corporation 1996 Stock Option
and Performance Incentive Plan and to a "Restricted
Stock Agreement" dated as of _______________,
199__, copies of both documents are on file with the
Secretary of the Corporation."
8. Withholding Taxes. Notwithstanding any other
provision of the Plan or this Agreement, the lapse of the Restriction
on the Shares pursuant to Sections 3 or 4 shall be conditioned on
the Employee or the Representative having made appropriate
arrangements with the Corporation to provide for the withholding
of any taxes required to be withheld by Federal, state or local law
with respect to such lapse.
9. General Provisions.
(a) To the extent not preempted by Federal law, the
Plan and this Agreement shall be construed in accordance
with and governed by the laws of the State of Delaware.
(b) Notices required or permitted to be made under this
Agreement shall be sufficiently made if personally delivered
to the Employee or his or her Representative or sent by
regular mail addressed (a) to the Employee or his or her
Representative at the Employee's address as set forth in the
books and records of the Corporation or its subsidiaries, or
(b) to the Corporation or the Committee at the principal
office of the Corporation clearly marked "Attention:
Compensation Committee."
(c) The Plan and this Agreement set forth the entire
agreement of the parties concerning the subject matter
hereto, and no other representations or warranties, express
or implied, other than those contained herein, and no
amendments or modifications hereto, shall be binding unless
made in writing and signed by the parties hereto.
(d) The waiver by either party of a breach of any term
or provision of the Plan or this Agreement shall not operate
or be construed as a waiver of a subsequent breach of the
same provision or of the breach of any other term or
provision of the Plan or this Agreement.
(e) The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
(f) In the event that any provision of the Plan or this
Agreement shall be held illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining
parts of the Plan or this Agreement, and the Plan or this
Agreement as the case may be shall be construed and
enforced as if the illegal or invalid provision had not been
included.
(g) Nothing in the Plan or this Agreement confers on
the Employee any right to continue in the employ of the
Corporation or of any of its subsidiaries or to be entitled to
any remuneration or benefits not set forth in the Plan or this
Agreement or interfere with or limit the right of the
Corporation or a subsidiary to modify the terms of or
terminate the Employee's employment at any time.
10. Plan Incorporation. This Agreement is subject to,
and the Corporation and the Employee agree to be bound by, the
terms and conditions of this Agreement and all of the terms and
conditions of the Plan, as the same may have been amended from
time to time in accordance with its terms. The Plan is hereby
incorporated into and made a part of this Agreement as though set
forth in full herein.
11. Acknowledgment. Employee hereby acknowledges
receipt of a copy of the Plan.
IN WITNESS WHEREOF, the parties have executed this
Agreement, on the date first above written.
UNILAB CORPORATION
By:
Name:
Title:
EMPLOYEE
Name:
Address:
5
Exhibit 4.03
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made as of the ___ day of _____, 199_,
between Unilab Corporation, a Delaware corporation (hereinafter called the
"Corporation"), and __________________, a key employee of the Corporation
(hereinafter called the "Option Holder").
1. Grant of Option. The Corporation hereby grants to the Option Holder
the right and option, hereinafter called the "Option", to purchase an aggregate
of ______ shares (the "Shares") of the Corporation's $0.01 par value common
stock (such number being subject to adjustment as provided in paragraph 7
hereof), on the terms and conditions herein set forth. Such Option shall vest as
follows: Fifty (50%) Percent of the Option herein granted (for up to ______
shares) shall vest and may be exercised on or after the date hereof, and the
remaining Fifty (50%) Percent of the Option herein granted (for up to _____
shares) shall vest and may be exercised on or after _______________ (unless
terminated earlier pursuant to paragraph 6 hereof).
2. Purchase Price. The purchase price of the Shares
covered by the Option shall be ____________________ ($____) per Share.
3. Term of Option. Subject to paragraph 8 hereof, the Option granted
hereby shall be exercisable as to a portion of the total Shares in accordance
with paragraph 1. The Option Holder's right to exercise the aforementioned
Option shall expire ten (10) years from the date hereof. Unless terminated
earlier pursuant to paragraph 6 hereof, any Option not exercised within such
time specified of the date hereof shall terminate.
4. Nontransferability. The Option shall not be transferable otherwise
than (i) by will or the laws of descent and distribution and (ii) to parents,
siblings, spouses or children of the Option Holder or to any trust or similar
device intended for any of such persons' respective benefit (a "Permitted
Transferee"), and the Option may be exercised, during the lifetime of the Option
Holder, only by him or such Permittee Transferree. More particularly (but
without limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided herein), pledged, or hypothecated in
any way, shall not be assignable by operation of law, and shall not be subject
to execution, attachment, or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment, or similar
process upon the Option shall be null and void and without effect.
5. Disclosure and Risk. The Option Holder represents and warrants to
the Corporation as follows:
(a) The Shares will be acquired by the Option Holder for the Option
Holder's own account, for investment and not with a view to, or for
resale in connection with, any distribution or public offering thereof
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
(b) As of the date of the grant and of exercise, because of his
position with the Corporation, and as a result of inquiries made by him
and information furnished to him by the Corporation, Option Holder has
and will have all information necessary for him to make an informed
investment decision.
Each certificate representing the Shares shall, if applicable, be
endorsed with the following or a substantially similar legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT'), AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE CORPORATION,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION MAY BE
MADE PURSUANT TO RULE 144, PROMULGATED UNDER THE SECURITIES ACT, OR IS
OTHERWISE EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS."
The Corporation need not allow a transfer of any of the Shares unless
one of the conditions specified in the foregoing legend is satisfied. The
Corporation may also instruct its transfer agent not to allow the transfer of
any of the Shares unless one of the conditions specified in the foregoing legend
is satisfied.
Any legend endorsed on a certificate pursuant to the foregoing language
and the stop transfer instructions with respect to such Shares shall be removed
and the Corporation shall promptly issue a certificate without such legend to
the holder thereof if the Shares are registered under the Securities Act and a
prospectus meeting the requirements of Section 10 of the Securities Act is
available or if the holder provides the Corporation with an opinion of counsel
for such holder of the Shares reasonably satisfactory to the Corporation, to the
effect that a public sale, transfer or assignment of such Shares may be made
without registration.
6. Termination of Employment; Death.
(a) In the event that the Option Holder shall cease to be an employee
of the Corporation or any of its subsidiaries for any reason
whatsoever, the Option may be exercised by the Option Holder (to the
extent that the Option Holder shall have been entitled to do so as of
the date of his termination of employment with the Corporation or any
of its subsidiaries) at any time within 365 days after such termination
but in any event not later than the date of expiration of the Option
term. So long as the Option Holder shall continue to be an employee of
the Corporation or any of its subsidiaries, the Option shall not be
affected by any change of duties or position. Nothing in this Option
Agreement shall confer upon the Option Holder any right to continue as
an employee of the Corporation or any of its subsidiaries.
(b) In the event that the Option Holder dies prior to exercising all or
any portion of the Option, the Option may be exercised by the estate of
the Option Holder (to the extent that the Option Holder shall have been
entitled to do so) at any time within 365 days after the death of the
Option Holder, but in any event not later than the date of expiration
of the Option term.
7. Changes in Capital Structure. If all or any portion of the Option
shall be exercised subsequent to any share dividend, split-up, recapitalization,
merger, consolidation, combination or exchange of shares, separation,
reorganization, or liquidation occurring after the date hereof, as a result of
which shares of any class shall be issued in respect of outstanding Shares or
Shares shall be changed into the same or a different number of shares of the
same or another class or classes, the person or persons exercising the Option
shall receive, for the aggregate price paid upon such exercise, the aggregate
number and class of shares which, if the Shares (as authorized at the date
hereof) had been purchased at the date hereof for the same aggregate price (on
the basis of the price per share set forth in paragraph 2 hereof) and had not
been disposed of, such person or persons would be holding at the time of such
exercise as a result of such purchase and all such share dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, or liquidations; provided, however, that no
fractional shares shall be issued upon any such exercise, and the aggregate
price paid shall be appropriately reduced on account of any fractional share not
issued. In no event shall any adjustments be made to the Option as a result of
the issuance or redemption of securities of the Corporation for cash or other
consideration, or upon the exercise of any conversion rights of any securities
of the Corporation.
8. Method of Exercising Option. Subject to the terms and conditions of
this Option Agreement, the Option may be exercised by written notice to the
Secretary of the Corporation, at its principal office or such other location as
may be designated by the Secretary of the Corporation. Such notice shall state
the election to exercise the Option and the number of Shares in respect of which
it is being exercised, and shall be signed by the person or persons so
exercising the Option. The notice of election shall be accompanied by this
Agreement and payment of the full purchase price for the Shares being purchased.
The Corporation shall deliver a certificate or certificates representing Shares
as soon as practicable after the notice of election has been received. In the
event the Option shall be exercised by any person or persons other than the
Option Holder, the notice of election shall be accompanied by appropriate proof
of the right of such person or persons to exercise the Option. All Shares that
shall be purchased upon the exercise of the Option as provided herein shall be
fully paid and nonassessable.
9. Mergers, Recapitalizations and Dissolutions. As long as Optionee is
an employee of the Corporation or any of its subsidiaries, the "acquisition" of
the Corporation by another entity or a "change in control" of the Corporation
shall cause each outstanding option: (i) in the event of an acquisition, to
become an option to purchase shares of the acquiring entity, for the balance of
the term of the option without regard to any nonsatisfied vesting provisions or
condition precedent which may be contained in paragraph 1 of this Agreement, at
a price and for a number of shares as is consistent with the acquisition terms;
and (ii) in the event of a change in control, to become exercisable in whole or
in part, without regard to any vesting provisions or condition precedent which
may be contained in paragraph 1 of this Agreement. The "acquisition" of the
Corporation by another entity shall be defined to be either a merger or
consolidation with an acquiring entity (or subsidiary or affiliate thereof) in
which the Corporation is not the surviving entity or in which the Corporation
becomes a subsidiary of an acquiring entity; the sale of substantially all of
the Corporation's assets; or the dissolution or liquidation of the Corporation.
For purposes of this paragraph, a "change in control" shall mean a change of
control of a nature that would be required to be reported in response to Item
1(a) of the Current Report on Form 8-K, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without
limitation, such a change in control shall be deemed to have occurred at such
time as any "person", within the meaning of Section 14(d) of the Exchange Act,
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 40% or more of the outstanding capital
stock of the Corporation.
10. Optionee Not a Shareholder. The Option Holder under this Option,
as such, shall not be entitled by any reason of this Option to any rights
whatsoever as a shareholder of the Corporation.
11. General Provisions.
(a) The Corporation shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient
to satisfy the requirements of this Option Agreement, shall pay all
fees and expenses necessarily incurred by the Corporation in connection
therewith, and shall use its best efforts to comply with all laws and
regulations which, in the reasonable opinion of counsel for the
Corporation, are applicable thereto.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware other than its conflicts of laws
provisions.
(c) Any notice to be given hereunder by either party to the other shall
be in writing and shall be given either by personal delivery or by
mail, registered or certified, postage prepaid, return receipt
requested, addressed to the other party at the respective addresses set
forth below their signatures to this Agreement, or at any other address
as such party may hereafter specify in writing.
(d) This Agreement sets forth the entire agreement of the parties
concerning the subject matter hereto, and no other representations or
warranties, express or implied, other than those contained herein, and
no amendments or modifications hereto, shall be binding unless made in
writing and signed by the parties hereto.
(e) The waiver by either party of a breach of any term or provision of
this Agreement shall not operate or be construed as a waiver of a
subsequent breach of the same provision or of the breach of any other
term or provision of this Agreement.
(f) As used herein, the masculine gender shall include the feminine and
the neuter genders, the neuter shall include the masculine and the
feminine genders, the singular shall include the plural, and the plural
shall include the singular.
(g) The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or
interpretation of this Agreement.
(h) The invalidity or enforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to
be duly executed by its officer thereunto duly authorized, and the Option Holder
has hereunto set his hand and seal, all as of the day and year first above
written.
OPTION HOLDER
------------------------------
Name:
Address:
UNILAB CORPORATION
By:_______________________________
Name:
Title:
Address:
Exhibit 4.05
AMENDMENT NO. 1 TO RESTRICTED STOCK AGREMENT
This Amendment No. 1 (this "Amendment") dated as of April 1, 1997, to
the Restricted Stock Agreement (the "Agreement"), dated as of January 20, 1997,
between Unilab Corporation (the "Corporation") and Andrew H. Baker ("Baker"), is
entered into between the Corporation and Baker for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
The Agreement is hereby amended as follows:
1. Section 3 of the Agreement is amended by deleting the first sentence
thereof and replacing it in its entirety with the following: "The
Restriction shall lapse and have no further force or effect with respect to
the Shares upon the earliest to occur of (a) a Change of Control of the
Corporation (as hereinafter defined), (b) Baker reaching age 65, (c)
Baker's death or Disability (as defined in the Corporation's Long-Term
Disability Plan) and (d) the payment in full of all principal of and
accrued interest on that certain $300,000 secured promissory note, dated
April 15, 1997, made by Baker in favor of the Corporation."
2. Section 8 of the Agreement is amended by deleting it in its entirety
and inserting in its place the following: "Baker shall be granted for a
three-year period commencing on January 20, 1997 "piggyback"
registration rights to request the Corporation to register the Shares and
the 533,333 shares of Common Stock of the Corporation purchased on April 3,
1997 by the payment of cash (the "New Shares", and collectively
with the Shares, the "Registrable Shares") as part of a registration
statement filed by the Corporation. If the Corporation shall not have
filed a registration statement by the end of such three year period, Baker
shall have the right from and after that date to demand that the
Corporation prepare and file a registration statement to register the
Registrable Shares."
Except as expressly provided above, the Agreement shall remain
unchanged and in full force and effect. This Amendment shall be governed by and
construed in accordance with the laws of the State of California.
UNILAB CORPORATION
By: _______________________________
Name:
Title:
BAKER
By: _______________________________
Name: Andrew H. Baker
Address: 636 Winding Hollow Drive
Franklin Lakes, NJ 07417
Exhibit 5.01
August 8, 1997
Unilab Corporation
18448 Oxnard Street
Tarzana, CA 91356
Re: Registration Statement on Form S-8
Gentlemen:
I am Vice President, Secretary and General Counsel of Unilab Corporation, a
Delaware corporation (the "Company"). I have represented the Company in
connection with the preparation of a Registration Statement on Form S-8 (as
amended the "Registration Statement") being filed by the Company on the date
hereof with the Securities and Exchange Commission (the "Commission") relating
to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of an aggregate of 4,004,261 shares (the "Common Shares") of
the Company's common stock, par value $.01 per share (the "Unilab Common
Stock"), to be offered in connection with the transactions described in the
Reoffer Prospectus dated the date hereof (the "Prospectus"), which is included
in the Registration Statement.
The Registration Statement has been filed in connection with:
(i) 25,000 Common Shares that may be acquired by an employee upon the exercise
of certain options (the "Option Shares") granted to the employee;
(ii) 2,979,261 Restricted Common Shares issued to certain employees, consultants
and directors (the "Restricted Shares"); and
(iii) 1,000,000 Common Shares that are issuable under the Company's 1997
Directors Stock Purchase Plan (the "Director Shares").
The Unilab Common Stock is described in the Prospectus included in the
Registration Statement, to which this opinion is an exhibit. Except as otherwise
specifically provided herein, all capitalized terms shall have the same meanings
assigned to them in the Prospectus.
For purposes of this opinion, I have examined originals, or copies certified to
my satisfaction, of such documents and records and certificates of public
officials as I have deemed necessary in connection with the opinions expressed
below. As to certain factual matters relevant to this opinion, I have relied
upon my personal knowledge of certain facts herein, an examination of relevant
documents, corporate records, certificates of public officials, and
representations made to me in my professional capacity by members of the
Company's management, officers and employees. I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals
and the conformity to original documents of all documents submitted to me as
certified, conformed or photostatic copies.
Based upon the foregoing, I am of the opinion that:
1. The Option Shares and the Director Shares will, when issued and paid for in
accordance with (a) the terms of the option agreement or (b) the terms and
conditions of the 1997 Directors Stock Purchase Plan, be duly authorized,
validly issued, fully paid and nonassessable.
2. The Restricted Shares are duly authorized, validly issued and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the reference to me under the heading "Legal
Matters" in the Prospectus which forms a part of the Registration Statement.
I am a member of the Bar of the State of New York and do not hold myself out as
being expert or express any opinion as to the laws of any jurisdiction other
than those of the United States, the Delaware General Corporation Law and the
State of New York.
This opinion is intended for the Company's use in connection with this
Registration Statement only.
Very truly yours,
Mark L. Bibi
MLB:kp
Exhibit 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our firm included in or made a part of this Reoffer
Prospectus and Registration Statement on Form S-8.
ARTHUR ANDERSEN LLP
Los Angeles, California
July 31, 1997
