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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 1997
QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 340-23520 56-1714315
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation Identification Number)
4709 CREEKSTONE DRIVE, RIVERBIRCH BUILDING, SUITE 300,
DURHAM, NORTH CAROLINA 27703-8411
(Address of principal executive offices)
(919) 941-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
In connection with the November 1996 share exchange between Quintiles
Transnational Corp. (the "Company") and the shareholders of Innovex Limited (the
"Share Exchange"), the Company and the shareholders of Innovex Limited named
therein entered into a Registration Rights Agreement, dated as of November 29,
1997 (the "Registration Rights Agreement"). The Share Exchange is described in
the Company's Form 8-K dated November 22, 1996, as amended by Form 8-K/A, filed
with the Securities and Exchange Commission (the "Commission") with which the
Registration Rights Agreement was filed as an exhibit. In connection with the
Company's filing of a Registration Statement on Form S-3 (No. 333-21393) with
the Commission, the Company and the other parties to the Registration Rights
Agreement executed a Supplemental Agreement, dated as of February 11, 1997 (the
"Supplemental Registration Rights Agreement"), which amends the Registration
Rights Agreement. The Supplemental Registration Rights Agreement is filed
herewith as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description of Exhibit
- ---------- ----------------------
99.01 Supplemental Agreement to Registration Rights Agreement by and
among Quintiles Transnational Corp. and Certain Shareholders
Party Thereto, dated as of February 11, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUINTILES TRANSNATIONAL CORP.
Dated: March 5, 1997 By: /s/ Gregory D. Porter
---------------------------------
Gregory D. Porter
Executive Vice President,
Chief Administrative and
Legal Officer and Secretary
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EXHIBIT 99.01
SUPPLEMENTAL AGREEMENT
to
REGISTRATION RIGHTS AGREEMENT
by and among
QUINTILES TRANSNATIONAL CORP.
and
CERTAIN SHAREHOLDERS PARTY THERETO
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This Supplemental Agreement is dated as of February 11, 1997 and is being
entered into by and among Quintiles Transnational Corp., a North Carolina
Corporation ("Quintiles") and the other persons who have signed this Agreement.
RECITALS
WHEREAS, this Agreement is supplemental to the Registration Rights
Agreement dated as of November 29, 1996 made between Quintiles and, among
others, the Holders listed in Annex A thereto (the "RRA").
WHEREAS, the parties who have signed this Agreement constitute, in
accordance with clause 11(b) of the RRA, at least 90% of the outstanding
Registerable Securities, and wish to amend the RRA in the manner set forth
below.
THEREFORE, in consideration of the premises and agreements contained
herein the parties agree as follows:
1. DEFINITIONS
Unless otherwise indicated herein, terms defined in the RRA, shall have the
same meanings herein.
2. AMENDMENT TO SECTION 2.1 RRA
2.1 The Existing Holders having notified the parties to the RRA that they have
elected to include and sell only 20,600 shares of Common Stock in the
proposed Initial Secondary Offering (out of their entitlement to sell
300,000 shares of Common Stock pursuant to Section 2.1(b) of the RRA), the
parties hereto agree, subject to Section 2.2 below, that the Existing
Holders' entitlement to participate in the Initial Secondary Offering in
respect of the unused entitlement of 279,400 shares of Common Stock (the
"Unused Entitlement") be reallocated as follows:
(i) that Quintiles' entitlement pursuant to Section 2.1(a) of the RRA to
issue and sell up to one million shares of its authorized but unused
Common Stock is hereby increased to 1,175,000 shares of Common Stock;
(ii) the balance of the Unused Entitlement (i.e., 104,400 shares of Common
Stock) or such amount specified in Sub-section 2.1(i) above which
Quintiles is entitled to include in the Initial Secondary Offering
pursuant to such Sub-section but which Quintiles has elected not to so
include, shall be allocated amongst the parties to the RRA in
accordance with the RRA and the Orderly Marketing Agreement dated as
1
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of November 29, 1996, entered into by and among the Holders specified
therein.
2.2 The reallocation to Quintiles of 175,000 shares of Common Stock from the
Unused Entitlement is conditioned on the aggregate number of shares of
Common Stock to be offered in the proposed Initial Secondary Offering
being not less than 4,000,000. If less than 4,000,000 shares of Common
Stock are so sold, Quintiles's additional entitlement to sell
175,000 shares of Common Stock shall cease to apply and the proportion and
number of shares of Common Stock to be sold in the Initial Secondary
Offering by Quintiles, the Existing Holders and the Holders shall be
determined in accordance with Section 2.1(b) of the RRA.
3. MISCELLANEOUS
3.1 The provisions of Section 11 of the RRA are incorporated into this
Supplemental Agreement.
3.1 Save to extent expressly specified in this Agreement, the provisions of
the RRA and the Orderly Marketing Agreement shall remain in full force and
effect and are not amended hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Gregory D. Porter
-------------------------------
Name: Gregory D. Porter
Title: Executive Vice President,
Chief Administrative and
Legal Officer and Secretary
/s/ Barrie Stevens Haigh
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BARRIE STEVENS HAIGH
/s/ Stella D. Haigh (nee Freeman)
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STELLA FREEMAN
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/s/ Barrie S. Haigh /s/ Stella D. Haigh
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TRUSTEES OF THE BARRIE HAIGH
CHILDREN'S SETTLMENT NO. 1
/s/ Barrie S. Haigh /s/ Stella D. Haigh
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TRUSTEES OF THE BARRIE HAIGH
CHILDREN'S SETTLEMENT NO. 2
/s/ I. Mc. Forrest as Attorney
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HSBC PRIVATE EQUITY INVESTMENTS
LIMITED
/s/ I. Mc. Forrest as Attorney
----------------------------------------
LLOYDS DEVELOPMENT CAPITAL
LIMITED
/s/ I. Mc. Forrest as Attorney
----------------------------------------
MSS NOMINEES LIMITED
(ACCOUNT 758170)
/s/ I. Mc. Forrest as Attorney
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MSS NOMINEES LIMITED
(ACCOUNT 758979)
/s/ I. Mc. Forrest as Attorney
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MSS NOMINEES LIMITED
(ACCOUNT 757549)
/s/ I. Mc. Forrest as Attorney
----------------------------------------
MSS NOMINEES LIMITED
(ACCOUNT 778392)
/s/ I. Mc. Forrest as Attorney
----------------------------------------
GENERAL ACCIDENT EXECUTOR AND
TRUSTEE COMPANY LIMITED
(ACCOUNT H715)
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/s/ I. Mc. Forrest as Attorney
--------------------------------------
GENERAL ACCIDENT EXECUTOR AND
TRUSTEE COMPANY LIMITED
(ACCOUNT H716)
/s/ Paul Knott as Attorney
--------------------------------------
PETER ALAN FORRESTER
/s/ Paul Knott as Attorney
--------------------------------------
GRAHAM WILSON
/s/ Paul Knott as Attorney
--------------------------------------
DAVID FINDLAY WHITE
/s/ Paul Knott as Attorney
--------------------------------------
DAVID MARTIN FLEET
/s/ Paul Knott as Attorney
--------------------------------------
DAVID DAWSON LILLEY
/s/ Paul Knott as Attorney
--------------------------------------
JONATHAN KENNETH BOLTER
/s/ Paul Knott as Attorney
--------------------------------------
JOHN V. BURKE
/s/ Paul Knott as Attorney
--------------------------------------
DAVID STACK
/s/ Paul Knott as Attorney
--------------------------------------
NICHOLAS JOHN McCOOKE
/s/ Paul Knott as Attorney
--------------------------------------
WILLIAM J. GLYNN-WILLIAMS
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/s/ Paul Knott as Attorney
--------------------------------------
PAUL KNOTT AND
KATHRYN MARY KNOTT, AS TRUSTEES
OF THE TRUST CREATED BY PAUL
KNOTT AND DATED OCTOBER 4, 1996
/s/ Paul Knott as Attorney
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PAUL KNOTT AND
KATHRYN MARY KNOTT, AS TRUSTEES
OF THE NO. 2 TRUST CREATED BY PAUL
KNOTT AND DATED OCTOBER 4, 1996
/s/ Paul Knott as Attorney
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NICHOLAS J. McCOOKE AND
SUSAN McCOOKE, AS TRUSTEES OF
THE NO. 1 TRUST CREATED BY
NICHOLAS JOHN McCOOKE AND
DATED OCTOBER 4, 1996
/s/ Paul Knott as Attorney
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NICHOLAS J. McCOOKE AND
SUSAN McCOOKE, AS TRUSTEES OF
THE NO. 2 TRUST CREATED BY
NICHOLAS JOHN McCOOKE AND
DATED OCTOBER 4, 1996
/s/ Paul Knott as Attorney
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JONATHAN BOLTER AND
MRS. SALLY ANN BOLTER, AS
TRUSTEES OF THE TRUST CREATED BY
JONATHAN KENNETH BOLTER AND
DATED OCTOBER 4, 1996
/s/ Paul Knott as Attorney
--------------------------------------
GRAHAM WILSON AND
MARY ANN BALFOUR WILSON, AS
TRUSTEES OF THE TRUST CREATED BY
GRAHAM WILSON AND DATED
OCTOBER 4, 1996
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/s/ Paul Knott as Attorney
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DAVID WHITE AND
IRENE WHITE, AS TRUSTEES OF THE
TRUST CREATED BY DAVID WHITE AND
DATED OCTOER 4, 1996
/s/ Paul Knott as Attorney
--------------------------------------
CHRISTOPHER S. MORLEY AND
MRS. ELAINE MORLEY, AS TRUSTEES
OF THE TRUST CREATED BY
CHRISTOPHER S. MORLEY AND DATED
OCTOBER 4, 1996
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