<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1997
REGISTRATION NO. 333-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1714315
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4709 CREEKSTONE DRIVE
RIVERBIRCH BUILDING, SUITE 300
DURHAM, NORTH CAROLINA 27703-8411
(919) 941-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DENNIS B. GILLINGS, PH.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
QUINTILES TRANSNATIONAL CORP.
4709 CREEKSTONE DRIVE
RIVERBIRCH BUILDING, SUITE 300
DURHAM, NORTH CAROLINA 27703-8411
(919) 941-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
<TABLE>
<C> <C> <C>
GERALD F. ROACH, ESQ. RICARDO A. MESTRES, JR., ESQ. RICHARD L. MUGLIA, ESQ.
BYRON B. KIRKLAND, ESQ. SULLIVAN & CROMWELL SKADDEN, ARPS, SLATE,
SMITH, ANDERSON, BLOUNT, 125 BROAD STREET MEAGHER & FLOM LLP
DORSETT, MITCHELL & JERNIGAN, L.L.P. NEW YORK, NEW YORK 10004 25 BUCKLERSBURY
2500 FIRST UNION CAPITOL CENTER (212) 558-4000 LONDON EC4N 8DA
RALEIGH, NORTH CAROLINA 27601 ENGLAND
(919) 821-1220 (44) 171-248-9929
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-21393
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Proposed
Title of Each Class Amount Maximum Maximum
of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value... 920,000 shares $62.875 $57,845,000 $17,528.79
==========================================================================================================
</TABLE>
<PAGE> 2
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933 ("Rule 462(b)") and includes the registration
statement facing page, this page, the signature page, and exhibit index, an
opinion of counsel and accountants' consents. Pursuant to Rule 462(b), the
contents of the registration statement on Form S-3 (No. 333-21393) of Quintiles
Transnational Corp., including the exhibits thereto (the "Initial Registration
Statement"), are incorporated by reference into this registration statement.
This registration statement covers the registration of 920,000 shares of Common
Stock of Quintiles Transnational Corp. for sale in the offer referred to in the
Initial Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 March 6, 1997.
QUINTILES TRANSNATIONAL CORP.
By: /s/ DENNIS B. GILLINGS
-----------------------------------
Dennis B. Gillings
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons on
March 6, 1997 in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ DENNIS B. GILLINGS Chairman of the Board of Directors and Chief
- ----------------------------------------------------- Executive Officer
Dennis B. Gillings
* President, Chief Operating Officer and
- ----------------------------------------------------- Director
Santo J. Costa
/s/ RACHEL R. SELISKER Chief Financial Officer, Executive Vice
- ----------------------------------------------------- President Finance, Treasurer, and Director
Rachel R. Selisker (Principal accounting and financial officer)
* Vice Chairman of the Board of Directors
- -----------------------------------------------------
Barrie S. Haigh
* Director
- -----------------------------------------------------
Ludo J. Reynders
* Director
- -----------------------------------------------------
Richard H. Thompson
* Director
- -----------------------------------------------------
Chester W. Douglass
* Director
- -----------------------------------------------------
John G. Fryer
* Director
- -----------------------------------------------------
Arthur M. Pappas
* Director
- -----------------------------------------------------
Robert C. Bishop
* Director
- -----------------------------------------------------
Eric J. Souetre
* Director
- -----------------------------------------------------
Lawrence S. Lewin
* Director
- -----------------------------------------------------
Paul Knott
*By: /s/ RACHEL R. SELISKER *By: /s/ DENNIS B. GILLINGS
------------------------------------------------ --------------------------------------------
Rachel R. Selisker as Attorney-in-Fact Dennis B. Gillings as Attorney-in-Fact
</TABLE>
II-1
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <C> <S>
5.01 -- Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
23.01 -- Consent of Ernst & Young LLP
23.02 -- Consent of Coopers & Lybrand, L.L.P.
23.03 -- Consent of KPMG
23.04 -- Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P. (included in Exhibit 5.01 hereto)
24.01 -- Powers of Attorney (filed as Exhibit 24.01 to the Registration
Statement on Form S-3 (No. 333-21393) and incorporated herein
by reference)
</TABLE>
<PAGE> 1
EXHIBIT 5.01
SMITH, ANDERSON, BLOUNT,
DORSETT, MITCHELL & JERNIGAN, L.L.P.
LAWYERS
RALEIGH, NORTH CAROLINA
P.O. BOX 2611
Raleigh, NC 27602
Telephone: (919) 821-1220
Telecopy: (919) 821-6800
March 6, 1997
Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 300
Durham, North Carolina 27560
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are counsel for Quintiles Transnational Corp. (the "Company") in
connection with the issuance and sale by the Company of up to 1,415,000 shares
of the Company's Common Stock, $0.01 par value per share, and the sale by
certain shareholders of the Company of up to 3,385,000 shares of the Company's
Common Stock (including up to 720,000 shares subject to the underwriters'
over-allotment option). These shares are described in the Company's
Registration Statement on Form S-3 (No. 333-21393) filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), on February 7, 1997, as amended on February 12, 1997,
incorporated by reference into the Company's registration statement on Form S-3
filed on March 6, 1997 pursuant to Rule 462(b) (the "Registration Statement").
This opinion is in addition to the opinion of our firm dated February 12, 1997
which was filed as Exhibit 5.01 to Amendment No. 1 to the Registration
Statement (No. 333-21393) filed with the Commission on February 12, 1997.
We have examined the Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws of the Company, the minutes of the meetings of the
Board of Directors of the Company relating to the authorization and the issuance
of securities and such other documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents as
originals, the conformity to originals of all documents submitted to us as
certified copies or photocopies, and the authenticity of the originals of such
latter documents. In rendering the opinions set forth below, we have relied on
a certificate of a Company officer, whom we believe is responsible. We have
relied solely on such
<PAGE> 2
Quintiles Transnational Corp.
March 6, 1997
Page 2
certificate and the representations and warranties contained in the
Underwriting Agreements (as defined below) in rendering the opinion set forth
in paragraph 2 below and we believe such reliance to be reasonable.
Based upon the foregoing, it is our opinion, as of the date hereof, that:
1. The 240,000 shares of Common Stock of the Company which are being
registered pursuant to the Rule 462(b) Registration Statement will,
when issued and delivered against payment therefor as contemplated by
the Registration Statement and the form of Underwriting Agreement (the
"Underwriting Agreement") by and among the Company, Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated, Smith Barney Inc. and William
Blair & Company, L.L.C. and certain shareholders of the Company (the
"Selling Shareholders") named in Schedule II thereto, filed as
Exhibit 1.01 and the International Underwriting Agreement (the
"International Underwriting Agreement") by and among the Company,
Goldman Sachs International, Morgan Stanley & Co. International
Limited, Smith Barney Inc. and William Blair & Company, L.L.C. and the
Selling Shareholders named in Schedule II thereto filed as Exhibit
1.02 in the Registration Statement (the Underwriting Agreement and
the International Underwriting Agreement are collectively referred to
as the "Underwriting Agreements"), be validly issued, fully paid and
nonassessable.
2. The 680,000 shares of Common Stock of the Company owned by the
Selling Shareholders which are being registered pursuant to the
Rule 462(b) Registration Statement are validly issued, fully paid and
nonassessable.
The opinions expressed herein do not extend to compliance with state and
federal securities laws relating to the sale of these securities.
We hereby consent to the reference to our firm under the heading
"Validity of Shares" in the Registration Statement and in any registration
statement that may be filed by the Company pursuant to Rule 462(b) promulgated
under the Act and to the filing of this opinion as Exhibit 5.01 to the
Registration Statement. 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 Act, or the regulations promulgated by the Commission
pursuant to such Act.
This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by
any other person without our prior written consent.
Sincerely yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
<PAGE> 1
EXHIBIT 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) filed pursuant to Rule 462(b) relating to the
earlier Registration Statement on Form S-3 (No. 333-21393) and related
Prospectus of Quintiles Transnational Corp. (the "Company") to the incorporation
by reference herein of (i) our report dated January 29, 1997 with respect to the
consolidated financial statements of the Company included therein, (ii) our
report dated January 30, 1996, with respect to the consolidated financial
statements of the Company incorporated by reference in its Annual Report on Form
10-K for the year ended December 31, 1995 (as amended on Form 10-K/A), (iii) our
report dated April 11, 1996 with respect to the financial statements of
Lewin-VHI, a subsidiary of Value-Health, Inc., for the year ended December 31,
1995 incorporated by reference from the Company's Current Report on Form 8-K
dated April 16, 1996, and (iv) our report dated August 2, 1996 with respect to
the consolidated financial statements of BRI International, Inc. for the six
month period ended May 31, 1996 incorporated by reference from the Company's
Registration Statement on Form S-4 (No. 333-12573), dated September 24, 1996 and
amended October 15, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------------
Ernst & Young LLP
Raleigh, North Carolina
March 6, 1997
<PAGE> 1
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Quintiles Transnational Corp. ("Quintiles") on Form S-3, filed pursuant to Rule
462(b), of our report dated May 15, 1996, on our audits of the consolidated
financial statements of BRI International, Inc. as of November 30, 1995 and
1994, and for the years then ended, which report is included in the Company's
Registration Statement on Form S-4 (File No. 333-12573). We also consent to
the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Rockville, Maryland
March 6, 1997
<PAGE> 1
EXHIBIT 23.03
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use of our report (and to all references to
our Firm) included in or made a part of this registration statement on Form S-3
filed pursuant to Rule 462(b) of the Securities Act of 1933 relating to the
earlier registration statement on Form S-3 (No. 333-21393).
/s/ KPMG
KPMG
Reading, England March 6, 1997
