<PAGE> 1
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUINTILES TRANSNATIONAL CORP.
------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
North Carolina 56-1714315
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4709 Creekstone Drive, Riverbirch Building, Suite 300
Durham, North Carolina 27703-8411
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
QUINTILES LEWIN NONQUALIFIED STOCK OPTION PLAN
----------------------------------------------
(Full title of the plan)
Dennis B. Gillings, Ph.D.
Chairman of the Board and Chief Executive Officer
4709 Creekstone Drive, Riverbirch Building, Suite 300
Durham, North Carolina 27703-8411
(Name and address of agent for service)
(919) 941-2000
--------------
(Telephone number, including area code, of agent for service)
Copy to:
Gerald F. Roach, Esq.
William P. Floyd, Jr., Esq.
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
Post Office Box 2611
Raleigh, North Carolina 27602-2611
(919) 821-1220
CALCULATION OF REGISTRATION FEE
<TABLE>
============================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to offering price per aggregate offering Amount of
to be registered be registered share(*) price(*) Registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 230,000 shares $67.375 $15,496,250 $5,343.53
============================================================================================================
</TABLE>
(*) This price is estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(c), shares that may be the subject
of the plan are deemed to be offered at $67.375 per share, the average of
the high and low prices for the Company's Common Stock on May 6, 1996, in
the NASDAQ National Market System.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this registration statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part
I will be delivered to the participants in the Plan as required by Securities
Act Rule 428(b). Such documents are not being filed with the Commission as
part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1995.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
(c) Current Report on Form 8-K dated April 23, 1996.
(d) Registration Statement on Form 8-A filed with the
Commission on February 28, 1994 and amended April 11, 1994
containing a description of the Common Stock of the Company.
All documents filed by the Company subsequent to the date hereof pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered under the plan have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The North Carolina Business Corporation Act contains provisions
prescribing the extent to which present or former directors, officers, or
employees of a corporation shall or may be indemnified against liabilities that
they may incur in their capacities as such. Under those provisions, the
availability or requirement of indemnification or reimbursement of expenses is
dependent on numerous factors, including whether the action is brought by the
corporation or by outsiders and the extent to which the potential indemnitee is
successful in his defense. The statute also permits the corporation to
purchase and maintain insurance on behalf of its directors and officers against
liabilities that they may incur in their capacities as such, whether or not the
corporation would have the power to indemnify them under other provisions of
the statute.
As permitted by North Carolina law, Article IX of the Company's Bylaws
provides for the indemnification of directors and officers, employees, or
agents of the Company within the limitations permitted by North Carolina law.
As permitted by North Carolina law, Article XI of the Company's Restated
Articles of Incorporation also provides for the limitation of the personal
liability of directors from monetary damages for breach of duty as a director
provided that the limitation of liability does not apply to (i)
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<PAGE> 4
acts or omissions not made in good faith that the director at the time
of such breach knew or believed were in conflict with the best interests of the
corporation; (ii) any liability under North Carolina Business Corporation Act
Section 55-8-33; (iii) any transaction from which the director derived an
improper personal benefit; or (iv) acts or omissions occurring prior to the date
the provision became effective.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed or incorporated by reference as a
part of this registration statement:
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
No.
- ---
<S> <C>
4 Quintiles Lewin Nonqualified Stock Option Plan
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
as to the legality of securities being registered and consent to reference
to it in the Registration Statement
23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
is contained in the opinion submitted as Exhibit 5 hereto
23.2 Consent of Ernst & Young LLP to the incorporation by reference of their
report on the Company's audited financial statements for the fiscal year
ended December 31, 1995 incorporated by reference into the Company's
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 25, 1996
</TABLE>
ITEM 9. UNDERTAKINGS
a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(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;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof; and
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<PAGE> 5
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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<PAGE> 6
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,
thereunto duly authorized in the City of Durham, State of North Carolina, on
the 8th day of May, 1996.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Dennis B. Gillings
-------------------------
Dennis B. Gillings
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 8th day of May, 1996.
<TABLE>
<S> <C>
Signature Title
- --------- ------
/s/ Dennis B. Gillings Chairman of the Board of Directors and Chief
- ------------------------
Dennis B. Gillings Executive Officer
/s/ Rachel R. Selisker Chief Financial Officer, Vice President
- ------------------------ Finance and Treasurer (Principal accounting
Rachel R. Selisker and financial officer) and Director
/s/ Santo J. Costa Director
- ------------------------
Santo J. Costa
Director
- ------------------------
Chester W. Douglass
Director
- ------------------------
John G. Fryer
/s/ Arthur M. Pappas Director
- ------------------------
Arthur M. Pappas
Director
- ------------------------
Ludo J. Reynders
/s/ Sara B. Creagh Director
- ------------------------
Sara B. Creagh
Director
- ------------------------
Richard H. Thompson
Director
- ------------------------
Robert C. Bishop
/s/ Eric J. Souetre Director
- ------------------------
Eric J. Souetre
/s/ William A. Sollecito Director
- ------------------------
William A. Sollecito
</TABLE>
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<PAGE> 7
QUINTILES TRANSNATIONAL CORP.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
No. Description No.
- --- ----------- ---
<S> <C> <C>
4 Quintiles Lewin Nonqualified Stock Option Plan
Opinion of Smith, Anderson, Blount, Dorsett,
5 Mitchell & Jernigan, L.L.P. regarding the
legality of securities being registered
23.1 Consent of Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P. is contained in
the opinion submitted as Exhibit 5 hereto
23.2 Consent of Ernst & Young LLP
</TABLE>
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<PAGE> 1
EXHIBIT 4
QUINTILES LEWIN NONQUALIFIED STOCK OPTION PLAN
<PAGE> 2
QUINTILES LEWIN
NONQUALIFIED STOCK OPTION PLAN
1. PURPOSE
The purpose of the Nonqualified Stock Option Plan (the "Plan") is to
further the success of Quintiles Transnational Corp. (the "Company") by making
shares of the Company's Common Stock ("Common Stock") available for purchase by
eligible employees, officers, directors and consultants of The Lewin Group,
Inc., a subsidiary of the Company ("Subsidiary"), or any affiliated company or
partnership in which the Subsidiary has an ownership interest, and other
persons receiving services from or providing services to the Subsidiary in
order to provide an additional incentive to such participants to continue their
relationship with the Company and in order to give such participants a greater
interest in the Company's success. This purpose will be carried out through
the granting of options which do not meet the statutory requirements of
Sections 422 or 423 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. STOCK SUBJECT TO PLAN
Subject to the provisions of Section 10 of the Plan, the Company's Board
of Directors (the "Board") shall reserve initially an aggregate of Two Hundred
Thirty Thousand (230,000) authorized and unissued shares of Common Stock for
issuance upon the exercise of the options. The Board may from time to time
reserve additional shares of authorized and unissued Common Stock for issuance
upon exercise of options. If any option granted under the Plan shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares of Common Stock subject to the expired or terminated option shall again
be available for options under the Plan.
3. ADMINISTRATION
The Board shall designate a committee of at least three of its members
(the "Committee") to administer the Plan. The Committee shall report all of
its actions to the Board. The Board may from time to time remove members from
the Committee and appoint their successors. The Board shall fill all vacancies
on the Committee however caused. Except as otherwise expressly provided in the
Plan, the Committee shall have absolute discretionary authority (a) to
determine the individuals to receive options, the times when options shall be
granted, the number of shares to be subject to each option, the option price,
the option period, and the time or times when each option shall be exercisable;
(b) to interpret the Plan; (c) to prescribe, amend, and rescind rules and
regulations relating to the Plan; (d) to determine the terms and provisions
(and amendments of the terms and provisions) of the option agreements to be
entered into between the Company and each Participant granted an option under
the Plan (which option agreements need not be identical), including such terms
and provisions as shall be required in the Committee's judgment to conform to
any change in any applicable law or regulation; and (e) to make all other
determinations the Committee shall deem necessary or advisable for the Plan's
administration.
No member of the Committee or the Board shall be liable to any person for
any action or determination which he or she makes in good faith.
4. ELIGIBILITY
Subject to the provisions of Section 3, any employee, officer, director,
and consultant of the Subsidiary or any affiliated company or partnership in
which the Subsidiary has an ownership interest and other persons receiving
services from or providing services to the Subsidiary designated by the
Committee shall be eligible to receive options under the Plan (the
"Participants"). In designating Participants and in recommending the number of
shares of Common Stock to be covered by each option granted to a
<PAGE> 3
Participant, the Committee may take into account the nature of the services
rendered by or for each Participant, his or her present and potential
contributions to the Company's success, and such other factors as the
Committee in its discretion shall deem relevant. The Company may grant
additional options to Participants who have already been granted options
under the Plan.
5. OPTION PRICE
The Committee shall determine the purchase price of the shares of Common
Stock covered by each option, which purchase price may be above or below the
fair market value of the Common Stock at the time of the grant, as determined
by the Committee.
6. EXERCISE OF OPTION
The period during which an option may be exercised shall be determined by
the Committee when the option is granted and shall not extend more than ten
(10) years from the date on which the option is granted. Except as provided in
the option agreement relating to such option, an option may be exercised in
whole or in part at any time during its term. The Committee may impose vesting
or other restrictions on the exerciseability or conditions of options. The
term of each option shall be for such period as the Committee shall determine,
but such term shall not extend for more than the period prescribed in Sections
8, 9 and 10 of the Plan. The purchase price of the shares of Common Stock
subject to the option shall be paid in full in cash upon the exercise of the
option. The holder of an option under the Plan shall not have any of the
rights of a shareholder with respect to the Common Stock subject to the option
until such shares shall be issued to him or her upon the exercise of the option
and payment of the purchase price.
7. NONTRANSFERABILITY OF OPTION
No option granted under the Plan shall be transferable (including by
pledge or hypothecation) and shall be exercisable only by the Participant.
8. TERMINATION OF RELATIONSHIP WITH THE COMPANY
The times and conditions upon which an option will terminate where a
Participant to whom an option has been granted under the Plan terminates, or
the Company terminates, his or her employment, consultant, or service
relationship with the Subsidiary or an affiliated company or partnership in
which the Subsidiary has an ownership interest shall be determined by the
Committee when the option is granted; provided, however, that in no event shall
an option be exercisable more than ten (10) years from the date it was granted.
Nothing in the Plan or any option granted pursuant to the Plan shall (a)
confer on any individual any right to continue in the employ of the Company or
to continue any consultant or service relationship with the Company or (b)
interfere in any way with the Company's right to terminate such individual's
employment, consultant or service relationship at any time.
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
In the event of a change in the Company's Common Stock by reason of any
stock dividend, split-up, recapitalization, combination or exchange of shares,
merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation or similar action, the Committee shall make an
appropriate adjustment of the number and class of shares of Common Stock
subject to and the purchase price for each then outstanding option, consistent
with and as provided in the corresponding option agreement under the Plan. In
the event of any such change in the outstanding Common Stock, the Committee
shall
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<PAGE> 4
adjust appropriately the aggregate number and class of shares of Common
Stock reserved and available under the Plan appropriately, and the Committee's
determination on adjustment shall be conclusive.
10. TERMINATION OF OPTIONS ON MERGER OR SALE OF ASSETS
A liquidation of the Company, a merger or consolidation in which the
Company is not the surviving or resulting corporation, or a sale of all or
substantially all of the Company's assets shall cause every option outstanding
under the Plan to terminate on the effective date of such action.
Notwithstanding the preceding sentence, upon a liquidation of the Company, a
merger or consolidation in which the Company is not the surviving or resulting
corporation, or a sale of all or substantially all of the Company's assets,
each option holder shall have the right, within his or her sole discretion, to
exercise before the effective date of such action any or all of the options he
or she then holds, but only to the extent that such options are otherwise
exercisable under the terms of the Plan. Any options not so exercised shall
terminate on the effective date of such action.
11. AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN
The Board may at any time suspend or terminate the Plan or may amend it
from time to time in such respects as the Board may deem advisable in order
that the options granted under the Plan may conform to any changes in the law
or in any other respect which the Board may deem to be in the best interest of
the Company. Modifications or amendments to the Plan are not required to be
approved by the Company's shareholders, except to the extent required by
applicable North Carolina law or by the Company's Bylaws. No termination,
modification, or amendment of the Plan without the consent of the Participant
to whom any option shall have been previously granted shall adversely affect
such Participant's rights under such option. Unless terminated earlier in
accordance with this Section, the Plan shall terminate when all shares of
Common Stock reserved for issuance under the Plan have been issued.
12. EFFECTIVENESS OF THE PLAN
The Plan shall become effective on such date as the Board shall determine.
The exercise of each option granted pursuant to the Plan shall be subject to
the condition that if at any time the Company shall determine in its discretion
that (a) the satisfaction of withholding tax or other withholding liabilities,
(b) the listing on any securities exchange or the registration or qualification
under any state or federal law of any shares of Common Stock otherwise
deliverable upon its exercise, or (c) the consent or approval of any regulatory
body or the shareholders is necessary or desirable as a condition of, or in
connection with, such exercise or the delivery or purchase of shares of Common
Stock pursuant to such exercise, then, in any such event, such exercise shall
not be effective unless such withholding, listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
unacceptable to the Company.
13. TIME OF GRANTING OPTIONS
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board or the Committee will constitute the granting of an option
pursuant to the Plan. The granting of an option pursuant to the Plan will
occur only when a written option agreement is duly executed and delivered by
and on behalf of the Company and the Participant to whom such option is to be
granted.
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<PAGE> 5
14. APPLICABLE LAW
Except as otherwise provided herein, the Plan shall be construed and
enforced according to the laws of the State of North Carolina.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed by the
action of its duly authorized officers this 7th day of May, 1996.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Dennis B. Gillings
-------------------------
Dennis B. Gillings
Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ Gregory D. Porter
- ---------------------
Secretary
[CORPORATE SEAL]
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<PAGE> 1
EXHIBIT 5
OPINION OF SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
REGARGING THE LEGALITY OF SECURITIES BEING REGISTERED
<PAGE> 2
May 7, 1996
(919) 821-6668
Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 300
Durham, North Carolina 27703-8411
Ladies and Gentlemen:
As counsel for Quintiles Transnational Corp. (the "Company"), we
furnish the following opinion in connection with the proposed issuance by
the Company of up to 230,000 shares of its common stock, $0.01 par value
(the "Common Stock"), pursuant to the Quintiles Lewin Nonqualified Stock
Option Plan (the "Plan"). These securities are the subject of a
Registration Statement to be filed by the Company with the Securities and
Exchange Commission on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), to which this
opinion is to be attached as an exhibit.
We have examined the Restated Articles of Incorporation and Bylaws
of the Company, the minutes of meetings of its Board of Directors, and
such other corporate records of the Company and other documents and have
made such examinations of law as we have deemed relevant for purposes of
this opinion. We also have received a certificate of an officer of the
Company, dated of even date herewith, relating to the issuance of the
Common Stock pursuant to the Plan. Based on such examination and such
certificate it is our opinion that the 230,000 shares of Common Stock of
the Company, which are being registered pursuant to the Registration
Statement, may be legally issued in accordance with the Company's Restated
Articles of Incorporation and Bylaws, and when so issued and duly delivered
against payment therefor pursuant
<PAGE> 3
Quintiles Transnational Corp.
May 7, 1996
Page 2
to the Plan as described in the Registration Statement, such shares will be
legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement that you are about to file with the Securities and
Exchange Commission. Such consent shall not be deemed to be an admission
that this firm is within the category of persons whose consent is
required under Section 7 of the 1933 Act or the regulations promulgated
pursuant to the 1933 Act.
Sincerely yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
By: /s/ Gerald F. Roach
-------------------
Gerald F. Roach
GFR/klb
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Quintiles Lewin Nonqualified Stock Option Plan of
our report dated January 30, 1996, with respect to the consolidated financial
statements of Quintiles Transnational Corp. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
ERNST & YOUNG LLP
Raleigh, North Carolina
May 6, 1996
