<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NORTH CAROLINA 56-1714315
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
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:
GERALD F. ROACH, ESQ.
AMY J. MEYERS, ESQ.
SMITH, ANDERSON, BLOUNT,
DORSETT, MITCHELL & JERNIGAN, L.L.P.
2500 FIRST UNION CAPITOL CENTER
RALEIGH, NORTH CAROLINA 27601
(919) 821-1220
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time 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. [X]
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. [ ]
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. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4.25% Convertible Subordinated
Notes Due May 31, 2000......... $36,730,000 100% $36,730,000 $11,130.30
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value..... 443,867(2) N/A N/A N/A(3)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(i). Exclusive of accrued interest, if any.
(2) Represents the number of shares of Common Stock presently issuable upon
conversion of the Notes being registered hereunder, together with an
additional indeterminate number of shares as may become issuable upon
conversion by reason of adjustments in the conversion price. If issued, such
shares of Common Stock will be issued for no additional consideration and
therefore no registration fee is required.
(3) Pursuant to Rule 457(i), no registration fee is required for the shares of
Common Stock issuable upon conversion of the Notes as such shares will be
issued for no additional consideration.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
DATED
QUINTILES TRANSNATIONAL CORP.
$36,730,000
4.25% CONVERTIBLE SUBORDINATED NOTES DUE MAY 31, 2000
(INTEREST PAYABLE ON MAY 31 AND NOVEMBER 30)
AND
443,867 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
ISSUABLE UPON CONVERSION OF SUCH 4.25% CONVERTIBLE SUBORDINATED NOTES
---------------------
This Prospectus relates to the offer for resale from time to time for the
accounts of holders of Notes named herein (the "Selling Holders") of up to
$36,730,000 aggregate principal amount of 4.25% Convertible Subordinated Notes
due May 31, 2000 (the "Notes") of Quintiles Transnational Corp., a North
Carolina corporation ("Quintiles" or the "Company"), and the 443,867 shares of
the Company's Common Stock, par value $.01 per share, (the "Common Stock") that
are issuable upon conversion of the Notes at the initial conversion rate of
12.0846 shares per $1,000 principal amount of Notes (equivalent to a conversion
price of $82.75 per share), subject to adjustment in certain events (the
"Conversion Shares", together with the Notes, the "Offered Securities"). The
Registration Statement (of which this Prospectus is a part) does not cover the
issuance of the Conversion Shares upon conversion of the Notes into shares of
Common Stock. See "Selling Holders" and "Plan of Distribution". None of the
Notes have been converted into Conversion Shares as of the date hereof.
Information concerning the Selling Holders may change from time to time and, to
the extent required, will be set forth in supplements to this Prospectus.
The Notes are convertible at any time on or after August 21, 1996 and prior
to the close of business on the maturity date, unless previously redeemed or
repurchased, at a conversion rate of 12.0846 shares per $1,000 principal amount
of Notes (equivalent to a conversion price of $82.75 per share), subject to
adjustment in certain events. See, "Description of Notes -- Conversion Rights".
Interest on the Notes is payable on May 31 and November 30 of each year,
commencing on November 30, 1996. Principal and interest payments will be made
without any deduction for U.S. withholding taxes, except to the extent described
under "Description of Notes -- Payment of Additional Amounts". The Notes are
redeemable (a) in the event of certain developments involving U.S. withholding
taxes or certification requirements (as described under "Description of
Notes -- Redemption -- Redemption for Taxation Reasons"), at a redemption price
of 100% of the principal amount of the Notes to be redeemed, plus accrued
interest to the redemption date, and (b) at the option of the Company, on or
after the close of business on May 31, 1999, in whole or in part, at the
redemption price set forth herein, plus accrued interest to the redemption date.
See "Description of Notes -- Redemption." The Notes are not entitled to any
sinking fund. The Notes will mature on May 31, 2000.
In the event of a Change in Control (as defined), each holder of Notes may
require the Company to repurchase its Notes, in whole or in part, for cash or,
at the Company's option but subject to the satisfaction of certain conditions on
the part of the Company, Common Stock (valued at 95% of the average closing
prices for the five trading days immediately preceding and including the third
trading day prior to the repurchase date), at a repurchase price of 100% of the
principal amount of Notes to be repurchased, plus accrued interest to the
repurchase date. See "Description of Notes -- Repurchase at Option of Holders
Upon a Change in Control".
The Notes are unsecured obligations of the Company subordinated in right of
payment to all existing and future Senior Indebtedness (as defined) of the
Company and are effectively subordinated in right of payment to all indebtedness
and other liabilities of the Company's subsidiaries. As of September 30, 1997,
the aggregate amount of outstanding Senior Indebtedness of the Company was
approximately $27,530,000 of which the subsidiaries of the Company had
outstanding approximately $25,374,000 of indebtedness (other than indebtedness
to the Company) and other liabilities. The Indenture does not restrict the
Company or its subsidiaries from incurring additional Senior Indebtedness or
other indebtedness. See "Description of Notes -- Subordination".
The Notes were issued and sold in a private placement on May 23, 1996 (the
"Original Offering") pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act"), provided by
Section 4(2) thereof and were resold by the initial purchasers thereof to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
and institutional accredited investors as defined in Rule 501 under the
Securities Act. There is no formal public market for the Notes. See "Risk
Factors". The Notes issued and sold in reliance on Rule 144A currently are
eligible for trading through the Private Offerings, Resales and Trading through
Automatic Linkages ("PORTAL") System of the National Association of Securities
Dealers, Inc. The Company previously filed a Registration Statement (No.
333-19009) relating to the offer for resale of a portion of the outstanding
principal amount of its 4.25% Convertible Subordinated Notes. Notes sold
pursuant to a Registration Statement are not expected to remain eligible for
trading on the PORTAL System. The Company does not intend to apply for listing
of the Notes on any securities exchange or for inclusion of the Notes on any
automated quotation system. The Common Stock is traded on the Nasdaq National
Market under the symbol "QTRN." The Conversion Shares will be authorized for
listing on the Nasdaq National Market upon official notice of issuance. On
November 17, 1997, the last reported sale price of the Common Stock on the
Nasdaq National Market was $75 3/4.
The Company has been advised by the Selling Holders that the Selling
Holders, acting as principals for their own account, directly, through agents
designated from time to time, or through brokers, dealers, or underwriters also
to be designated, may sell all or a portion of the Notes or Conversion Shares
which may be offered hereby by them from time to time on terms to be determined
at the time of sale. See "Plan of Distribution". The aggregate proceeds to the
Selling Holders from the sale of Notes and Conversion Shares which may be
offered hereby by the Selling Holders will be the purchase price of such Notes
or Conversion Shares less underwriting discounts and commissions, if any. The
Company is responsible for payment of all other expenses incident to the offer
and sale of the Notes and the Conversion Shares. Goldman, Sachs & Co., a Selling
Holder, has agreed to reimburse the Company an estimated $70,000 for a portion
of the expenses incurred in connection with the offering. The Company will not
receive any proceeds from the offering of the Notes or the Conversion Shares.
The Selling Holders and any brokers, dealers, agents or underwriters that
participate with the Selling Holders in the distribution of the Notes or
Conversion Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any commissions received by such brokers,
dealers, agents or underwriters and any profit on the resale of the Notes or
Conversion Shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. For information concerning
indemnification arrangements between the Company and the Selling Holders, see
"Plan of Distribution".
The Company intends that the Registration Statement of which this Prospectus
is a part will remain effective until three years after the latest date of
original issuance of the Notes or such earlier date as of which such
Registration Statement is no longer required for the transfer of the subject
securities, provided, however, that the Company may further limit the period of
effectiveness upon 30 days written notice to the Selling Holders. See "Plan of
Distribution".
---------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED
HEREBY.
---------------------
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.
<PAGE> 3
AVAILABLE INFORMATION
Quintiles is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by Quintiles may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
regional offices located at 7 World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and copies of such materials may be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates. Copies of such materials may also be obtained from the web site that the
Commission maintains at http://www.sec.gov. Quotations relating to Quintiles'
Common Stock appear on the Nasdaq National Market and such reports, proxy
statements and other information concerning Quintiles also can be inspected and
copied at the offices of The Nasdaq Stock Market, 1735 K Street, N.W.,
Washington, D.C. 20006-1506.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Offered Securities. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
are omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 340-23520)
pursuant to the Exchange Act are incorporated herein by reference:
(1) Quintiles' Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) Quintiles' Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(3) Quintiles' Current Reports on Form 8-K dated February 7, 1997,
March 5, 1997, August 29, 1997 and October 17, 1997;
(4) the description of Quintiles' Common Stock contained in its
Registration Statement on Form 8-A as filed with the Commission on April
11, 1994; and
(5) all other documents filed by Quintiles pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Offered
Securities.
Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Prospectus except as so modified, and any statement so
superseded shall not be deemed to constitute part of this Prospectus. In
particular, reference is made to the Company's Current Report on Form 8-K dated
October 17, 1997, which includes consolidated financial statements and the
related management's discussion and analysis of financial condition and results
of operations of the Company, giving effect to the Company's pooling of
interests transactions effected between January 1, 1997 and August 31, 1997.
The Company will provide without charge to each person, including a
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of any such person, a copy of any and all of the documents which are
incorporated herein by reference, other than exhibits to such information
(unless such exhibits are specifically incorporated by reference into such
documents). Requests for such information should be directed to the Company,
4709 Creekstone Drive, Riverbirch Building, Suite 300, Durham, North Carolina,
27703-8411, Attention: Corporate Secretary, telephone number (919) 941-2000.
2
<PAGE> 4
SUMMARY
The following summary information is qualified in its entirety by the more
detailed information and financial statements (including the notes thereto)
included or incorporated by reference in this Prospectus.
Information contained or incorporated by reference in this Prospectus
contains "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, which can be identified by the use of
forward-looking terminology, such as "may", "will", "expect", "anticipate",
"estimate", "believe" or "continue" or the negative thereof or other variations
thereon or comparable terminology. See "Forward Looking Statements". The matters
set forth under the caption "Risk Factors" in this Prospectus constitute
cautionary statements identifying important factors with respect to such forward
looking statements, including certain risks and uncertainties, that could cause
actual results to differ materially from those in such forward looking
statements.
THE COMPANY
Quintiles is a leading provider of full-service contract research, sales
and marketing services to the global pharmaceutical, biotechnology and medical
device industries. Quintiles, through the use of its extensive information
technology capabilities, provides a broad range of fully-integrated contract
services in order to accelerate the time from discovery to peak market
acceptance of a new therapy by offering traditional contract research services
as well as contract sales and marketing services. In addition, Quintiles
provides health economics and healthcare policy consulting and disease and
health information management services to support the growing information needs
of the healthcare industry. The Company's principal executive offices are
located at 4709 Creekstone Drive, Riverbirch Building, Suite 300, Durham, North
Carolina 27703-8411 and its telephone number is (919) 941-2000.
THE OFFERING
Securities Offered......... $36,730,000 principal amount of 4.25% Convertible
Subordinated Notes due May 31, 2000 (the "Notes"),
with interest payable on May 31 and November 30 of
each year, commencing on November 30, 1996. This
Prospectus also relates to the 443,867 shares of
Common Stock issuable upon conversion of the Notes
at the initial conversion rate of 12.0846 shares
per $1,000 principal amount of Notes, subject to
adjustment in certain circumstances (the
"Conversion Shares", together with the Notes, the
"Offered Securities").
Issuer..................... Quintiles Transnational Corp., a North Carolina
corporation.
Conversion Rate............ A conversion rate of 12.0846 shares per U.S.$1,000
principal amount of Notes (equivalent to U.S.$82.75
per share), subject to adjustment. See "Description
of Notes -- Conversion Rights".
Form and Denomination...... Upon a transfer in a transaction registered under
the Securities Act, except as otherwise provided in
the Indenture, the Notes offered hereby will be
represented by a global note in definitive, fully
registered form and will be deposited with a
custodian for and registered in the name of a
nominee of The Depository Trust Company ("DTC") or,
upon the request of a Selling Holder of Notes held
in certificated form, in certificated form
registered in the names requested. See "Description
of Notes -- Form and Denomination".
Convertibility............. The Notes will be convertible into shares of Common
Stock of the Company at any time prior to the close
of business on the maturity date, unless previously
redeemed or repurchased, at the conversion
3
<PAGE> 5
rate set forth above. Holders of Notes called for
redemption will be entitled to convert the Notes to
and including, but not after, the date fixed for
redemption. The right to convert a Note delivered
for repurchase will terminate on the close of
business on the repurchase date. See "Description
of Notes -- Conversion Rights".
Optional Redemption........ Redeemable (a) as described immediately below under
"Additional Amounts and Redemption for Taxation
Reasons" and (b) at the option of the Company, on
or after the close of business on May 31, 1999, at
the redemption price set forth herein, plus accrued
interest to the redemption date. See "Description
of Notes -- Redemption -- Optional Redemption".
Additional Amounts and
Redemption for Taxation
Reasons.................. The Company will pay Additional Amounts (as defined
in "Description of Notes -- Payment of Additional
Amounts"), subject to certain exceptions in order
that Holders of Notes that are United States Aliens
(as defined) receive the full amount of the
principal, premium, if any, and interest specified
therein (including any amount payable upon a
repurchase of the Notes as described immediately
below under "Repurchase at Option of Holders Upon
Change in Control") without deduction for or on
account of U.S. withholding taxes. In the event
that the Company must pay such Additional Amounts
as a result of a change in law, the Tax Affected
Notes (as defined) will be redeemable at the option
of the Company, as a whole but not in part, at 100%
of the principal amount thereof, plus any accrued
interest to the redemption date (but without
reduction for U.S. withholding taxes). The Company
shall not be obligated to pay Additional Amounts in
respect of payments becoming due on the Notes more
than 15 days after the redemption date for such a
redemption, except to the extent that the Company's
obligation to pay such Additional Amounts does not
arise from the change in law that resulted in such
redemption.
Repurchase at Option of
Holders Upon Change in
Control.................. Repurchasable by the Company at the option of the
holder upon a Change in Control (as defined under
"Description of Notes -- Repurchase at Option of
Holders Upon a Change in Control") at 100% of the
principal amount thereof, plus accrued interest to
the repurchase date. The repurchase price is
payable in cash or, at the option of the Company
but subject to the satisfaction of certain
conditions on the part of the Company, in Common
Stock (valued at 95% of the average closing prices
of the Common Stock for the five trading days
preceding and including the third trading day prior
to the repurchase date).
Subordination.............. Subordinated to present and future Senior
Indebtedness (as defined) of the Company. The Notes
are also effectively subordinated in right of
payment to all indebtedness and other liabilities
of the Company's subsidiaries. As of September 30,
1997, the aggregate amount of outstanding Senior
Indebtedness was approximately $27,530,000 of which
the subsidiaries of the Company had approximately
$25,374,000 of indebtedness outstanding (other than
indebt-
4
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edness to the Company) and other liabilities. The
Indenture will not restrict the incurrence of
Senior Indebtedness or other indebtedness by the
Company or any of its subsidiaries. See
"Description of Notes -- Subordination".
Events of Default.......... Include: (a) failure to pay principal of or
premium, if any, on any Note when due, whether or
not such payment is prohibited by the subordination
provisions of the Notes and the Indenture; (b)
failure to pay any interest (including any
Additional Amount) on any Note or coupon when due,
continuing for 30 days; (c) failure to provide a
Company Notice (as defined); (d) failure to perform
any other covenant of the Company in the Indenture,
continuing for 60 days after written notice as
provided in the Indenture; (e) default in respect
of any indebtedness for money borrowed by the
Company that results in acceleration of the
maturity of an amount in excess of $10,000,000 of
indebtedness if such indebtedness is not
discharged, or such acceleration is not annulled,
within 30 days after written notice as provided in
the Indenture, and (f) certain events of
bankruptcy, insolvency or reorganization. See
"Description of Notes -- Events of Default".
Duration of Registration... Unless modified at the Company's discretion, the
Company has agreed to use its best efforts to keep
the Registration Statement effective until such
date that is three years after the latest date of
original issuance of the Notes or, if earlier,
until all of the Offered Securities (i) have been
sold in a manner contemplated by the Registration
Statement, (ii) have been transferred in compliance
with Rule 144 under the Securities Act or are
transferable pursuant to Rule 144(k) under the
Securities Act, (iii) have been sold in compliance
with Regulation S (and do not constitute part of
the unsold allotment of a "distributor" within the
meaning of Regulation S), or (iv) have otherwise
been transferred and a new security not subject to
transfer restrictions under the Securities Act has
been delivered by or on behalf of the Company,
subject to the Company's right to suspend use of
the Registration Statement and Prospectus under
certain circumstances, or to further limit the
period of effectiveness of the Registration
Statement at any time upon 30 days written notice
to the Selling Holders named herein. See "Plan of
Distribution".
Use of Proceeds............ The Company will not receive any proceeds from the
sale by the Selling Holders of the Offered
Securities. See "Use of Proceeds".
Listing.................... The Notes are currently eligible for trading on the
PORTAL System of the National Association of
Securities Dealers, Inc. Notes sold pursuant to the
Registration Statement, of which this Prospectus
forms a part, are not expected to remain eligible
for trading on the PORTAL system. The Company's
Common Stock is listed on the Nasdaq National
Market under the symbol "QTRN", and the Conversion
Shares will be authorized for listing on the Nasdaq
National Market upon official notice of issuance.
Governing Law.............. The laws of the State of New York, United States of
America.
Indenture.................. Dated as of May 17, 1996, between the Company and
Marine Midland Bank, as trustee.
5
<PAGE> 7
RISK FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus, prospective purchasers should consider the following factors
carefully in evaluating the Company and its business before purchasing the Notes
or Common Stock offered hereby. See also "Forward Looking Statements".
DEPENDENCE ON CERTAIN INDUSTRIES AND CLIENTS
The Company's revenues are highly dependent upon research and development
and sales and marketing expenditures by the pharmaceutical and biotechnology
industries. The Company has benefited to date from the growing tendency of
pharmaceutical and biotechnology companies to engage independent outside
organizations to conduct large clinical research and sales and marketing
projects. The Company's operations could be materially and adversely affected by
a general economic decline in these industries or by any reduction in the
outsourcing of development or sales and marketing expenditures. The Company has
in the past derived, and may in the future derive, a significant portion of its
net revenue from a relatively limited number of major projects or clients. In
1996, ten clients accounted for approximately 48% of the Company's consolidated
net revenue. As pharmaceutical companies continue to outsource large projects
and studies to fewer full-service global providers, the concentration of
business could increase. The Company has experienced such concentration in 1997
and is likely to continue to experience such concentration in future years. The
loss of a major project or any such client could materially and adversely affect
the Company.
MANAGEMENT OF GROWTH
The Company has experienced rapid growth over the past ten years. The
Company believes that its sustained growth places a strain on operational, human
and financial resources. In order to manage its growth, the Company must
continue to improve its operating and administrative systems and to attract and
retain qualified management, professional, scientific and technical personnel.
Foreign operations may involve the additional risks of assimilating differences
in foreign business practices, hiring and retaining qualified personnel, and
overcoming language barriers. The Company has a transnational organizational
structure, comprised of three service groups performing complementary functions
with a holding company performing management functions. While this transnational
structure has successfully supported the Company's growth to date, the Company
recently has completed a number of acquisitions, and there can be no assurance
that this structure will continue to be effective. Failure to manage growth
effectively could have a material adverse effect on the Company.
ACQUISITION RISKS
Acquisitions involve numerous risks, including difficulties and expenses
incurred in connection with the acquisition and the assimilation of the
operations and services of the acquired companies, the diversion of management's
attention from other business concerns, and the potential loss of key employees
of the acquired companies. Acquisitions of foreign companies also may involve
the additional risks of assimilating differences in foreign business practices
and overcoming language barriers. Since January 1, 1997, the Company has
completed several acquisitions, both within the United States and
internationally. There can be no assurance that the Company's past and any
future acquisitions will be successfully integrated into its operations. The
Company reviews many acquisition candidates in the ordinary course of business,
and the Company continually is evaluating new acquisition opportunities. Given
the consolidation which is occurring in the contract research organization
("CRO") industry (see, "-- Competition; Industry Consolidation"), the Company
expects to continue to evaluate and compete for suitable acquisition candidates.
There can be no assurance that the Company will successfully complete future
acquisitions, nor that acquisitions, if completed, will contribute favorably to
the Company's operations and future financial condition. Although the Company
performs due diligence investigations on each company or business it seeks to
acquire, there may be liabilities which the Company fails or is unable to
discover for which the Company, as a successor owner, may be liable. The
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<PAGE> 8
Company generally seeks to minimize its exposure to such liabilities by
obtaining indemnification from each seller, which may be supported by deferring
payment of a portion of the purchase price. However, there is no assurance that
such indemnifications, even if obtainable, enforceable and collectible (as to
which there also is no assurance), will be sufficient in amount, scope or
duration to fully offset the potential liabilities arising from the
acquisitions.
RISKS RELATING TO CONTRACT SALES SERVICES
Outsourced contract sales services is a relatively new industry outside the
United Kingdom ("U.K."). The Company believes that the contract sales industry
emerged in the 1980's, primarily in the U.K., because of regulatory cost
containment pressure on pharmaceutical companies. As a result, large
pharmaceutical companies began to outsource their sales and marketing activities
incident to product launch. There is a relatively low level of market
penetration for outsourced sales and marketing services in most other countries,
including the United States. As such, companies in this industry are subject to
all of the risks inherent in a new or emerging industry, including an inability
to attract and retain clients, changes in the regulatory regime, an absence of
an established earnings history, the availability of adequately trained sales
representatives, and additional and unforeseen costs and expenses. There can be
no assurance that the Company will be able to market successfully its contract
sales and marketing services outside the U.K..
COMPETITION; INDUSTRY CONSOLIDATION
The market for the Company's contract research services is highly
competitive, and the Company competes against traditional CROs, the in-house
research and development departments of pharmaceutical companies, as well as
universities and teaching hospitals. In sales and marketing services, the
Company competes against the in-house sales and marketing departments of
pharmaceutical companies and small local contract sales organizations in each
country in which it operates. The Company also competes against consulting firms
offering healthcare consulting services, including boutique firms specializing
in the healthcare industry and the healthcare departments of large firms.
Expansion by these competitors into other areas in which the Company operates
could affect the Company's competitive position. Increased competition may lead
to price and other forms of competition that may affect the Company's margins.
Consolidation within the pharmaceutical industry, as well as a trend by
pharmaceutical companies to limit outsourcing to fewer organizations, has
heightened the competition for contract research services. As a result,
consolidation also has occurred among the providers of contract research
services, and several large full-service providers have emerged, including the
Company. If these consolidation trends continue, they may result in greater
competition among the larger contract research providers for clients and
acquisition candidates.
LOSS OR DELAY OF LARGE CONTRACTS; FIXED PRICE NATURE OF CONTRACTS
Most of the Company's contracts are terminable upon 15-90 days' notice by
the client. Although the contracts typically provide for payment of certain fees
for winding down the study and, in some cases, a termination fee, the loss or
delay of a large contract or the loss or delay of multiple contracts could
adversely affect the Company's future net revenue and profitability. Contracts
may be terminated for a variety of reasons, including the failure of a product
to satisfy safety requirements, unexpected or undesired results of the product,
the client's decision to forego a particular study or insufficient patient
enrollment or investigator recruitment. The Company contracts with investigators
who undertake to recruit large numbers of patients in many of its studies. There
can be no assurance that the Company will always be able to satisfy recruitment
targets, particularly in large studies for which there is little precedent. In
addition, most of the Company's contracts for the provision of its services are
fixed price or fee-for-service subject to a cap. Since the Company's contracts
are predominantly structured in this manner, the Company bears the risk of cost
overruns. Underpricing of contracts or significant cost overruns could have a
material adverse effect on the Company.
7
<PAGE> 9
DEPENDENCE ON PERSONNEL
The Company relies on a number of key executives, including Dennis B.
Gillings, Ph.D., its Chairman of the Board of Directors and Chief Executive
Officer. The Company maintains key man life insurance on Dr. Gillings in the
amount of $3 million. The loss of the services of any key executives could have
a material and adverse effect on the Company. In addition, the Company's
performance depends on its ability to attract and retain qualified management
and professional, scientific and technical operating staff, as well as its
ability to recruit qualified representatives for its contract sales services.
There can be no assurance the Company will be able to continue to attract and
retain qualified personnel.
POTENTIAL LIABILITY
In connection with its provision of contract research services, the Company
contracts with physicians to serve as investigators in conducting clinical
trials to test new drugs on human volunteers. Such testing creates risk of
liability for personal injury to or death of volunteers, particularly to
volunteers with life-threatening illnesses, resulting from adverse reactions to
the drugs administered. Although the Company does not believe it is legally
accountable for the medical care rendered by third party investigators, it is
possible that the Company could be held liable for the claims and expenses
arising from any professional malpractice of the investigators with whom it
contracts or in the event of personal injury to or death of persons
participating in clinical trials. The Company also could be held liable for
errors or omissions in connection with the services it performs. In addition, as
a result of its Phase I clinical trials facilities, the Company could be liable
for the general risks associated with a Phase I facility including, but not
limited to, adverse events resulting from the administration of drugs to
clinical trial participants or the professional malpractice of Phase I medical
care providers. The Company believes that its risks are reduced by contractual
indemnification provisions with clients and investigators, insurance maintained
by clients and investigators and by the Company, various regulatory
requirements, including the use of institutional review boards and the
procurement of each volunteer's informed consent to participate in the study.
The contractual indemnifications generally do not protect the Company against
certain of its own actions such as negligence. The contractual arrangements are
subject to negotiation with clients and the terms and scope of such
indemnification vary from client to client and from trial to trial. The
financial performance of these indemnities is not secured. Therefore, the
Company bears the risk that the indemnifying party may not have the financial
ability to fulfill its indemnification obligations. The Company maintains
professional liability insurance that covers worldwide territories in which the
Company currently does business and includes drug safety issues as well as data
processing errors and omissions. There can be no assurance that the Company will
be able to maintain such insurance coverage on terms acceptable to the Company.
The Company could be materially and adversely affected if it were required to
pay damages or bear the costs of defending any claim outside the scope of or in
excess of a contractual indemnification provision or beyond the level of
insurance coverage or in the event that an indemnifying party does not fulfill
its indemnification obligations.
DEPENDENCE ON GOVERNMENT REGULATION
The Company's contract research business has benefited from the extensive
governmental regulation of the drug development process, particularly in the
United States. In Europe, the general trend has been toward establishing common
standards for clinical testing of new drugs, leading to changes in the various
requirements currently imposed by each country. The Company believes that the
level of regulation is generally less burdensome outside the United States. From
time to time, legislation is introduced in the U.S. Congress to substantially
modify regulations administered by the Food and Drug Administration governing
the drug approval process. Changes in regulation, in the United States or
elsewhere, including mandatory substitution of generic drugs for patented drugs,
relaxation in the scope of regulatory requirements or the introduction of
simplified drug approval procedures could decrease the business opportunities
available to the Company. In addition, the failure on the part of the Company to
comply with applicable regulations could result in the termination of ongoing
clinical research or sales and
8
<PAGE> 10
marketing projects or the disqualification of data for submission to regulatory
authorities, either of which could have a material adverse effect on the
Company.
UNCERTAINTY IN HEALTHCARE INDUSTRY AND POSSIBLE HEALTHCARE REFORM
The healthcare industry is subject to changing political, economic and
regulatory influences that may affect the pharmaceutical, biotechnology and
medical device industries. Numerous governments have undertaken efforts to
control growing healthcare costs through legislation, regulation and voluntary
agreements with medical care providers and pharmaceutical companies.
Implementation of government healthcare reform may adversely affect research and
development expenditures by pharmaceutical, biotechnology and medical device
companies which could decrease the business opportunities available to the
Company. Management is unable to predict the likelihood of healthcare reform
being enacted or the effects such legislation would have on the Company.
EXCHANGE RATE FLUCTUATIONS
Approximately 57.0%, 60.1% and 58.6% of the Company's net revenue for the
years ended December 31, 1996, 1995 and 1994, respectively, were derived from
the Company's operations outside the United States. The Company's operations and
financial results could be significantly affected by factors associated with
international operations such as changes in foreign currency exchange rates and
uncertainties relative to regional economic circumstances, as well as by other
risks sometimes associated with international operations. Since the revenue and
expenses of the Company's foreign operations are generally denominated in local
currencies, exchange rate fluctuations between such local currencies and the
U.S. dollar will subject the Company to currency translation risk with respect
to the reported results of its foreign operations. Also, the Company may be
subject to foreign currency transaction risks when the Company's service
contracts are denominated in a currency other than the currency in which the
Company incurs expenses related to such contracts. The Company limits its
foreign currency transaction risks through exchange rate collars stated in its
contracts with clients or the Company hedges the transaction risk with foreign
exchange contracts or options. There can be no assurance that the Company will
not experience fluctuations in financial results from its operations outside the
United States, and there can be no assurance the Company will be able to
contractually or otherwise favorably reduce its currency transaction risk
associated with its service contracts.
VARIATION IN QUARTERLY OPERATING RESULTS
The Company's results of operations have been and can be expected to be
subject to quarterly fluctuations. Quarterly results can fluctuate as a result
of a number of factors, including the timing of start-up expenses for new
offices, acquisitions, the completion or commencement of significant contracts,
changes in the mix of services offered and foreign exchange fluctuations. The
Company believes that quarterly comparisons of its financial results should not
be relied upon as an indication of future performance.
VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock has been and may continue to
be subject to wide fluctuations in response to variations in operating results
from quarter to quarter, changes in earnings estimates by analysts, market
conditions in the industry and general economic conditions.
SUBORDINATION
The obligations of the Company under the Notes are subordinate to all
present and future Senior Indebtedness of the Company and pari passu with
obligations to, or rights of, the Company's general unsecured creditors. As a
result, upon any acceleration of the Notes or payment or distribution of the
assets of the Company to creditors upon any dissolution, winding up, liquidation
or reorganization, marshalling of assets, assignment for the benefit of
creditors, or in bankruptcy, insolvency, receivership
9
<PAGE> 11
or other similar proceedings of the Company, all principal, premium, if any, and
interest or other amounts due on all Senior Indebtedness must be paid in full
before the holders of Notes are entitled to receive any payment, and there may
not be sufficient assets remaining to pay amounts due on any or all of the Notes
then outstanding. The Notes are also effectively subordinated in right of
payment to all indebtedness and other liabilities of the Company's subsidiaries.
As of September 30, 1997, the aggregate amount of outstanding Senior
Indebtedness was approximately $27,530,000 of which the subsidiaries of the
Company had approximately $25,374,000 of indebtedness outstanding (other than
indebtedness to the Company) and other liabilities. The Indenture does not limit
the Company's or its subsidiaries' ability to incur Senior Indebtedness or any
other indebtedness. See "Description of Notes -- Subordination."
ABSENCE OF TRADING MARKET FOR NOTES
Prior to this offering, there has been no formal trading market for the
Notes other than through the PORTAL System. There can be no assurance as to the
liquidity of any such market that may develop, the ability of the holders of
Notes to sell such securities, the price at which the holders of Notes would be
able to sell such securities or whether a trading market, if it develops, will
continue. If such a market were to exist, the Notes could trade at prices higher
or lower than their principal amount, depending on many factors, including
prevailing interest rates, the market for similar securities and the operating
results of the Company. In addition, Notes sold pursuant to a Registration
Statement, including the Registration Statement of which this Prospectus forms a
part, are not expected to remain eligible for trading on the PORTAL system.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for each of the five fiscal years in the period ended December 31, 1996
and the interim period ending September 30, 1997. Earnings used in computing the
ratio of earnings to fixed charges have been calculated by adding fixed charges
to income (loss) before taxes. Fixed charges consist of interest costs, whether
expensed or capitalized, the estimated interest component of rental expenses,
and amortization of debt discounts and issue costs.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,(1) NINE MONTHS
-------------------------------- ENDED SEPTEMBER 30,
1992 1993 1994 1995 1996 1997(2)
---- ---- ---- ---- ---- -------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.... 5.11 3.71 5.51 6.22 2.95(3) 7.88
==== ==== ==== ==== ==== =====
</TABLE>
- ---------------
(1) Restated to include the effects of pooling of interests transactions with
Action International Marketing Services Limited, CerebroVascular Advances,
Inc. and Clindepharm International (Pty) Limited.
(2) Restated to include the effects of pooling of interests transactions with
Butler Communications, Inc., Action International Marketing Services
Limited, CerebroVascular Advances, Inc., Intelligent Imaging, Inc.,
Clindepharm International (Pty) Limited and Rapid Deployment Services.
(3) The ratio of earnings to fixed charges would be 5.32 if the computation of
the ratio were to exclude non-recurring charges for transaction and
restructuring costs of $27.847 million in 1996 from pre-tax income.
10
<PAGE> 12
THE COMPANY
Quintiles is a leading provider of full-service contract research, sales
and marketing services to the global pharmaceutical, biotechnology and medical
device industries. Quintiles, through the use of its extensive information
technology capabilities, provides a broad range of fully-integrated contract
services in order to accelerate the time from discovery to peak market
acceptance of a new therapy by offering traditional contract research services
as well as contract sales and marketing services. In addition, Quintiles
provides health economics and healthcare policy consulting and disease and
health information management services to support the growing information needs
of the healthcare industry. The Company's principal executive offices are
located at 4709 Creekstone Drive, Riverbirch Building, Suite 300, Durham, North
Carolina 27703-8411 and its telephone number is (919) 941-2000.
USE OF PROCEEDS
The Selling Holders will receive all of the proceeds from the sale of the
Offered Securities. The Company will receive no proceeds from such sales.
11
<PAGE> 13
SELLING HOLDERS
The Notes and Conversion Shares that may be offered pursuant to this
Prospectus will be offered by the Holders listed in the table below or their
transferees identified in supplements to this Prospectus (the "Selling
Holders"). The following table sets forth information with respect to the
Selling Holders and the principal amount of Notes and number of shares of Common
Stock beneficially owned and that may be offered by each such Selling Holder
pursuant to this Prospectus, all as of November 4, 1997.
<TABLE>
<CAPTION>
PRINCIPAL COMMON
PRINCIPAL AMOUNT OF STOCK COMMON
AMOUNT NOTES OWNED STOCK
OF NOTES OFFERED PRIOR TO OFFERED
SELLING HOLDER OWNED HEREBY OFFERING(1) HEREBY(2)
-------------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Bond Fund Series -- Oppenheimer Bond Fund
for Growth(3).......................... $ 5,450,000 $ 4,000,000 65,861 48,338
Brown Brothers Harriman & Co. ........... 216,000 216,000 2,610 2,610
Capital Income Builder, Inc. ............ 10,000,000 10,000,000 120,845 120,845
Cincinnati Bell Telephone Convertible
Value Fund(4).......................... 595,000 65,000 7,190 785
CPR (USA) Inc. .......................... 1,000,000 1,000,000 12,084 12,084
General Motors Employees Domestic Group
Trust(4)............................... 7,100,000 3,500,000 85,800 42,296
Goldman, Sachs & Co.(5).................. 6,466,000 6,466,000 78,138 78,138
Libertyview Fund LLC..................... 200,000 200,000 2,416 2,416
Libertyview Plus Fund.................... 800,000 800,000 9,667 9,667
Medical Malpractice Insurance
Association(4)......................... 125,000 15,000 1,510 181
MFS Total Return Fund.................... 1,250,000 1,250,000 15,105 15,105
NatWest Markets.......................... 2,650,000 2,650,000 32,024 32,024
Northern Trust Company................... 258,000 258,000 3,117 3,117
Paloma Securities L.L.C.(4).............. 3,900,000 1,900,000 47,129 22,960
Salomon Brothers, Inc.................... 1,165,000 1,165,000 14,078 14,078
Silverton International Fund Limited..... 2,100,000 2,100,000 25,377 25,377
Southern Farm Bureau Life................ 360,000 360,000 4,350 4,350
State of Michigan Employees Retirement
Fund(4)................................ 1,360,000 145,000 16,435 1,752
TCW Convertible Securities Fund(4)....... 2,880,000 130,000 34,803 1,570
TCW Galileo Convertible Fund............. 320,000 320,000 3,867 3,867
TCW/DW Income & Growth Fund(4)........... 345,000 40,000 4,169 483
Thermo Electron Balanced Investment
Fund(4)................................ 320,000 100,000 3,867 1,208
UBS Securities LLC....................... 50,000 50,000 604 604
----------- ----------- ------- -------
Total............................... $48,910,000 $36,730,000 591,046 443,855(6)
=========== =========== ======= =======
</TABLE>
- ---------------
(1) Includes the shares of Common Stock into which the full amount of Notes held
by the Selling Holder are convertible at the initial conversion rate. The
Conversion Rate and the number of shares of Common Stock issuable upon
conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights." Accordingly,
the number of shares of Common Stock issuable upon conversion of the Notes
may vary from time to time.
(2) Assumes conversion into Common Stock at the initial conversion rate of the
Notes held by the Selling Holder and offered hereby. The Conversion Rate and
the number of shares of Common Stock issuable upon conversion of the Notes
is subject to adjustment under certain circumstances. See "Description of
Notes -- Conversion Rights." Accordingly, the number of shares of Common
Stock issuable upon conversion of the Notes may vary from time to time.
Fractional shares will not be issued upon conversion of the Notes; cash will
be paid in lieu of fractional shares, if any.
12
<PAGE> 14
(3) Oppenheimer Global Fund, an entity affiliated with Bond Fund
Series -- Oppenheimer Bond Fund for Growth, owns approximately 486,392
shares of Common Stock.
(4) Principal amount of Notes owned consists of Notes offered hereby and Notes
offered pursuant to the Company's Registration Statement on Form S-3 (File
No. 333-19009). Similarly, common stock owned reflects the number of shares
of common stock issuable upon conversion of both Notes offered hereby and
Notes offered pursuant to the aforementioned Registration Statement.
(5) Goldman, Sachs & Co., an affiliate of an Initial Purchaser of Notes, has
agreed to reimburse the Company for a portion of its out-of-pocket expenses
incurred in connection with this offering.
(6) Due to rounding, the total of this column may not exactly equal the
aggregate number of shares of Common Stock issuable upon conversion of the
aggregate principal amount of the Notes at the initial conversion rate.
The preceding table was prepared based on information furnished to the
Company by the Depository Trust Company ("DTC") and by or on behalf of the
Selling Holders.
Other than as a result of the ownership of Notes or as otherwise described
above, none of the Selling Holders listed above had any material relationship
with the Company within the three year period ending on the date of this
Prospectus.
Because the Selling Holders may offer all or some of the Notes that they
hold and/or Conversion Shares pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Notes or Conversion Shares
offered hereby by the Selling Holders, it is not possible to provide an estimate
of the principal amount of Notes or Common Stock that will be held by the
Selling Holders after completion of this offering. In addition, the Selling
Holders identified above may have sold, transferred or otherwise disposed of all
or a portion of their Offered Securities in transactions exempt from the
registration requirements of the Securities Act. See "Plan of Distribution".
PLAN OF DISTRIBUTION
The Offered Securities are being registered to permit public secondary
trading of the Notes, and the Conversion Shares upon conversion thereof, by the
holders thereof from time to time after the date of this Prospectus. The Company
has agreed, among other things, to bear all expenses other than underwriting
discounts and selling commissions and fees in connection with the registration
and sale of the Offered Securities. Goldman Sachs & Co., a Selling Holder and an
affiliate of an Initial Purchaser, has agreed to reimburse the Company
approximately $70,000 for a portion of the expenses incurred in connection with
the registration of the Offered Securities.
The Company will not receive any of the proceeds from this offering. The
Offered Securities may be sold from time to time by or for the account of any of
the Selling Holders or by their pledgees, donees, transferees or other
successors in interest. The Offered Securities may be sold directly to
purchasers in negotiated transactions; by or through brokers or dealers in
ordinary brokerage transactions or in transactions in which the broker solicits
purchasers; in block trades in which the broker or dealer will attempt to sell
the Offered Securities as agent but may position and resell a portion of the
block as principal; or in transactions in which a broker or dealer purchases as
principal for resale for its own account. Offers and sales of the Offered
Securities may not occur through an underwritten offering unless the Company, in
its discretion, consents in advance. Sales may be effected in one or more
transactions (i) on the Nasdaq National Market, in other over-the counter
markets, or on any stock exchange on which the Offered Securities may be listed
or quoted at the time of sale; (ii) in transactions otherwise than on such
exchanges or over-the-counter markets; (iii) through the writing of options
(whether such options are listed on a stock exchange or otherwise) on, or
settlement of short sells of, Common Stock; (iv) by means of a combination of
the above; or (v) otherwise. Any of such transactions may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at varying prices determined at the time of sale or at negotiated
or fixed prices, in each case as determined by the Selling Holder.
13
<PAGE> 15
Any brokers, dealers, underwriters or agents may receive compensation in
the form of discounts, concessions or commissions from the Selling Holder or
from the purchasers of the securities for whom they may act as agent, which
discounts, concessions or commissions may be in excess of those customary in the
types of transactions involved. Such brokers, dealers, underwriters or agents,
as the case may be, and the Selling Holders may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales, and any
profit on the sale of the Offered Securities and any discounts, concessions or
commissions received by such broker, dealer, underwriter or agent may be deemed
to be underwriting discounts and commissions under the Securities Act.
To the extent required, the aggregate principal amount of Notes and number
of shares of Common Stock to be sold hereby, the name of the Selling Holder, the
purchase price, the name of any such agent, dealer or underwriter and any
applicable commissions, discounts or other terms constituting compensation with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement.
The Selling Holders and any other person who participates in a distribution
of the Notes or shares of Common Stock will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including, without
limitation, Regulation M, which may limit the timing of purchases and sales of
Notes or shares of Common Stock by the Selling Holders and any other such
person. Regulation M may prohibit persons engaged in the distribution of the
Securities from simultaneously engaging in market making activities with respect
to the particular securities for a period of up to five business days (or such
other applicable period as Regulation M may provide) prior to the commencement
of such distribution. All of the foregoing may affect the marketability of the
Notes and shares of Common Stock and the ability of any person to engage in
market making activities for the Notes or shares of Common Stock.
To the Company's knowledge, there currently are no plans, arrangements or
understandings between any Selling Holder and any broker, dealer or underwriter
regarding the sale of the Offered Securities by the Selling Holders. There can
be no assurance that any Selling Holder will sell any or all of the Offered
Securities hereunder or that any Selling Holder will not transfer, devise or
give such Offered Securities by other means not described herein.
The outstanding Common Stock is listed for trading on the Nasdaq National
Market, and the shares of Common Stock issuable upon conversion of the Notes
will be authorized for listing on the Nasdaq National Market upon official
notice of issuance. The Notes currently are eligible for trading in the PORTAL
market of the National Association of Securities Dealers, Inc. Notes sold
pursuant to the Registration Statement, of which this Prospectus forms a part,
are not expected to remain eligible for trading in the PORTAL System. The
Company does not intend to apply for listing of the Notes on any securities
exchange or for inclusion of the Notes on any automated quotation system. There
is no assurance as to the development or liquidity of any trading market that
may develop for the Notes.
Unless modified at the Company's discretion, the Company has agreed to keep
this Registration Statement effective until such date that is three years after
the latest date of original issuance of the Notes or, if earlier, until all of
the Securities (i) have been sold in a manner contemplated by the Registration
Statement, (ii) have been transferred in compliance with Rule 144 under the
Securities Act or are transferable pursuant to Rule 144(k) under the Securities
Act, (iii) have been sold in compliance with Regulation S (and do not constitute
part of the unsold allotment of a "distributor" within the meaning of Regulation
S), or (iv) have otherwise been transferred and a new security not subject to
transfer restrictions under the Securities Act has been delivered by or on
behalf of the Company. The Company may further limit the period of effectiveness
of the Registration Statement at any time upon 30 days written notice to the
Selling Holders named herein. Notwithstanding the foregoing, the Company will be
permitted, to suspend the use of any Prospectus that is a part of the
Registration Statement during the existence of a state of facts or the happening
of an event (including, without limitation, pending negotiations relating to, or
the consummation of, a transaction or the occurrence of any event which in the
opinion of the Company might require additional disclosure of material,
non-public information by the Company in the Registration Statement as to which
the Company believes it has a bona fide business purpose for preserving
confidentiality or which renders the Company unable to
14
<PAGE> 16
comply with the rules and regulations under the Securities Act) which in the
opinion of outside counsel to the Company might reasonably result in the
Registration Statement, or any amendment or post-effective amendment thereto, or
the Prospectus or any supplement thereto, or any document incorporated therein
by reference containing an untrue statement of material fact or omitting to
state a material fact.
The Company and the Selling Holders have agreed to indemnify each other
against certain liabilities in connection with the offer and sale of the Offered
Securities, including liabilities arising under the Securities Act.
DESCRIPTION OF NOTES
The Notes were issued under an Indenture, dated as of May 17, 1996 (the
"Indenture"), between the Company and Marine Midland Bank, as Trustee (the
"Trustee"), filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. Wherever particular defined terms of the Indenture
(including the Notes and the various forms thereof) are referred to, such
defined terms are incorporated herein by reference (the Notes and various terms
relating to the Notes being referred to in the Indenture as "Securities").
References in this section to the "Company" are solely to Quintiles
Transnational Corp. and not its subsidiaries. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, the detailed provisions of
the Notes and the Indenture, including the definitions therein of certain terms.
Section references below are references to Sections of the Indenture.
GENERAL
The Notes are unsecured subordinated obligations of the Company, are
limited to U.S. $143,750,000 aggregate principal amount, of which $36,730,000
principal amount are being registered hereunder, will mature on May 31, 2000 and
be payable at a price of 100% of the principal amount thereof. The Notes bear
interest at the rate of 4.25% per annum from May 23, 1996, payable semiannually
on May 31 and November 30 of each year, commencing on November 30, 1996.
Interest payable per $1,000 principal amount of Notes for the period from May
23, 1996 to November 30, 1996 was U.S. $22.19. (sec.sec. 3.1 and 3.7)
The Notes are convertible into Common Stock initially at the conversion
rate of 12.0846 shares per $1,000 principal amount of Notes (equivalent to a
conversion price of $82.75 per share), subject to adjustment upon the occurrence
of certain events described under "-- Conversion Rights", at any time prior to
the close of business on the maturity date, unless previously redeemed or
repurchased. (sec. 12.1) None of the Notes have been converted into Conversion
Shares as of the date hereof.
The Notes are redeemable (a) in the event of certain developments involving
U.S. withholding taxes or certification requirements as described below under
"-- Redemption -- Redemption for Taxation Reasons", at a redemption price of
100% of the principal amount of the Notes to be redeemed, plus accrued interest
to the redemption date and (b) at the option of the Company, on or after the
close of business on May 31, 1999, in whole or in part, at the redemption price
set forth below under "-- Redemption -- Optional Redemption", plus accrued
interest to the redemption date. (sec. 2.2)
The Company issued and sold $143,750,000 principal amount of the Notes on
May 23, 1996 to Goldman Sachs International and Smith Barney Inc. (together, the
"Initial Purchasers") in a private placement exempt from the registration
provisions of the Securities Act (the "Original Offering"). The Initial
Purchasers have advised the Company that they resold the Notes in transactions
exempt from the registration provisions of the Securities Act to Qualified
Institutional Buyers in reliance on Rule 144A under the Securities Act ("Rule
144A Notes"), in transactions in reliance on Regulation S ("Regulation S Notes")
and to a limited number of Institutional Accredited Investors (as defined) in
transactions exempt from registration under the Securities Act not made in
reliance on Rule 144A or Regulation S ("Regulation D Notes").
15
<PAGE> 17
FORM AND DENOMINATION
Upon a transfer in a transaction registered under the Securities Act, the
Notes offered hereby will be represented by (i) a global Note (the "Unrestricted
Global Note") in definitive, fully registered form, without interest coupons
which has been deposited with the Trustee as custodian for DTC and registered in
the name of a nominee of DTC or (ii) upon the request of a Selling Holder of
Notes held in certificated (i.e. non-global) form, in certificated form
registered in the names requested.
Upon each sale by a Selling Holder of Notes or the Conversion Shares, as
the case may be, offered hereby, such Selling Holder will be required to deliver
a Notice (the "Notice") of such sale to the Trustee and the Company. The Notice
will, among other things, identify the sale as a sale pursuant to the
Registration Statement of which this Prospectus forms a part, certify that the
prospectus delivery requirements, if any, of the Securities Act have been
satisfied, and certify that the Selling Holder and the aggregate principal
amount of Notes or the number of Conversion Shares owned by such holder are
identified in the Prospectus in accordance with the applicable rules and
regulations under the Securities Act. A copy of the form of Notice is included
herein in Appendix A. Additional copies are available upon request to Corporate
Secretary, Quintiles Transnational Corp., 4709 Creekstone Drive, Riverbirch
Building, Suite 300, Durham, North Carolina 27703-8411, telephone (919)
941-2000.
Upon receipt by the Trustee of the Notice relating to a sale of the Notes,
an appropriate adjustment will be made to reflect a decrease in the principal
amount of the Restricted Global Note (as defined below) or the cancellation of a
Note in certificated form upon the transfer thereof, and a corresponding
increase in the principal amount of the Unrestricted Global Note (or upon the
request of a Selling Holder of Notes held in certificated form, the
authentication and delivery of a Note in certificated form).
The provisions below describe the form and denomination of the Notes
offered hereby in connection with their original offering in a transaction or
transactions not required to be registered under the Securities Act.
Rule 144A Notes are represented by a Note in registered global form without
interest coupons (the "Restricted Global Note", where the context requires,
together with the Unrestricted Global Note, the "Global Notes") which has been
deposited with the Trustee as custodian for DTC and registered in the name of a
nominee of DTC.
Owners of beneficial interests in any Global Note will hold such interests
pursuant to the procedures and practices of DTC and must exercise any rights in
respect of their interests (including any right to convert, exchange or require
repurchase of their interests) in accordance with those procedures and
practices. Such beneficial owners will not be Holders (as that term is defined
in the Indenture), and will not be entitled to any rights under any Note or the
Indenture, with respect to any Global Note, and the Company and the Trustee, and
any of their respective agents, may treat DTC as the Holder and owner of any
Global Note. See "-- Depository Procedures with Respect to Global Notes".
Except as set forth below, the Global Notes may be transferred, in whole
and not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for Notes
in certificated form except in the limited circumstances described below. See
" -- Transfer, Exchange and Withdrawal -- Exchange of Interests in Global Notes
for Certificated Notes".
Regulation D Notes were initially issued in the form of Notes in
certificated (i.e. non-global) form. Regulation D Notes were issued in minimum
denominations of $1,000 and integral multiples thereof. Regulation D Notes
initially issued in certificated form may not be exchanged for beneficial
interests in any Global Note, except in limited circumstances.
Rule 144A Notes (including beneficial interests in the Restricted Global
Note) and Regulation D Notes are subject to certain restrictions on transfer and
bear a restrictive legend. In addition, transfer of beneficial interests in the
Global Notes will be subject to the applicable rules and procedures of DTC and
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its Participants (as defined below) or Indirect Participants (as defined below),
which may change from time to time.
For a description of the depository procedures with respect to the Global
Notes, see "-- Depository Procedures with Respect to Global Notes".
CONVERSION RIGHTS
The Holder of any Note will have the right, at the Holder's option, to
convert any portion of the principal amount of any Note that is an integral
multiple of $1,000 into shares of Common Stock at any time prior to the close of
business on the maturity date, unless previously redeemed or repurchased, at a
conversion rate of 12.0846 shares of Common Stock per $1,000 principal amount of
Notes (the "Conversion Rate") (equivalent to a conversion price of $82.75 per
share of Common Stock) subject to adjustment as described below. The right to
convert a Note called for redemption or delivered for repurchase will terminate
at the close of business on the Redemption Date for such Note or the Repurchase
Date, as the case may be. (sec. 12.1)
The right of conversion attaching to any Note may be exercised by the
Holder by delivering the Note at the specified office of a Conversion Agent,
accompanied by a duly signed and completed notice of conversion. Such notice of
conversion can be obtained at the office of the Trustee at its Corporate Trust
Offices in New York City and the Conversion Agent in Luxembourg and London. The
conversion date will be the date on which the Note and the duly signed and
completed notice of conversion are so delivered. As promptly as practicable on
or after the conversion date, the Company will issue and deliver to the Trustee
a certificate or certificates for the number of full shares of Common Stock
issuable upon conversion, together with payment in lieu of any fraction of a
share; such certificate will be sent by the Trustee to the appropriate
Conversion Agent for delivery to the Holder. Such shares of Common Stock
issuable upon conversion of the Notes, in accordance with the provisions of the
Indenture, will be fully paid and nonassessable and will rank pari passu with
the other shares of Common Stock of the Company outstanding from time to time.
Any Note surrendered for conversion during the period from the close of business
on any Regular Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date (except Notes (or portions
thereof) called for redemption on a Redemption Date or which are repurchasable
on a Repurchase Date occurring, in either case, within such period) must be
accompanied by payment of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of Notes being surrendered for
conversion. The interest so payable on such Interest Payment Date with respect
to any Note (or portion thereof, if applicable) which has been called for
redemption on a Redemption Date, or which may be repurchased on a Repurchase
Date, occurring, in either case, during the period from the close of business on
any Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date, which Note (or portion thereof, if
applicable) is surrendered for conversion during such period, shall be paid to
the Holder of such Note being converted in an amount equal to the interest that
would have been payable on such Note if such Note had been converted as of the
close of business on such Interest Payment Date. The interest so payable on such
Interest Payment Date in respect of any Note (or portion thereof, as the case
may be) which has not been called for redemption on a Redemption Date, or is not
eligible for repurchase on a Repurchase Date, occurring, in either case, during
the period from the close of business on any Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date,
which Note (or portion thereof, as the case may be) is surrendered for
conversion during such period, shall be paid to the Holder of such Note as of
such Regular Record Date. Interest payable in respect of any Note surrendered
for conversion or repurchase on or after an Interest Payment Date shall be paid
to the Holder of such Note as of the next preceding Regular Record Date,
notwithstanding the exercise of the right of conversion. As a result of the
foregoing provisions, except as provided above, Holders that surrender Notes for
conversion on a date that is not an Interest Payment Date will not receive any
interest for the period from the Interest Payment Date next preceding the date
of conversion to the date of conversion or for any later period, even if the
Notes are surrendered after a notice of redemption (except for the payment of
interest on Notes called for redemption on a Redemption
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Date or repurchasable on a Repurchase Date between a Regular Record Date and the
Interest Payment Date to which it relates, as provided above). No other payment
or adjustment for interest, or for any dividends in respect of Common Stock,
will be made upon conversion. Holders of Common Stock issued upon conversion
will not be entitled to receive any dividends payable to holders of Common Stock
as of any record time or date before the close of business on the conversion
date. No fractional shares will be issued upon conversion but, in lieu thereof,
an appropriate amount will be paid in cash by the Company based on the market
price of Common Stock at the close of business on the day of conversion.
(sec.sec. 2.2, 3.7, 12.2 and 12.3)
A Holder delivering a Note for conversion will not be required to pay any
taxes or duties in respect of the issue or delivery of Common Stock on
conversion but will be required to pay any tax or duty which may be payable in
respect of any transfer involved in the issue or delivery of the Common Stock in
a name other than that of the Holder of the Note. Certificates representing
shares of Common Stock will not be issued or delivered unless all taxes and
duties, if any, payable by the Holder have been paid. (sec.sec. 12.2 and 12.8)
The Conversion Rate is subject to adjustment in certain events, including,
without duplication: (a) dividends (and other distributions) payable in Common
Stock, (b) the issuance to all holders of Common Stock of rights, options or
warrants entitling them to subscribe for or purchase Common Stock at less than
the then Current Market Price of such Common Stock (determined as provided in
the Indenture) as of the record date for shareholders entitled to receive such
rights, options or warrants, (c) subdivisions, combinations and
reclassifications of Common Stock, (d) distributions to all holders of Common
Stock of evidences of indebtedness of the Company, shares of capital stock, cash
or assets (including securities, but excluding those dividends, rights, options,
warrants and distributions referred to above, dividends and distributions paid
exclusively in cash and in mergers and consolidations to which the next
succeeding paragraph applies), (e) distributions consisting exclusively of cash
(excluding any cash portion of distributions referred to in (d) above, or cash
distributed upon a merger or consolidation to which the next succeeding
paragraph applies) to all holders of Common Stock in an aggregate amount that,
combined together with (i) other such all-cash distributions made within the
preceding 12 months in respect of which no adjustment has been made and (ii) any
cash and the fair market value of other consideration payable in respect of any
tender offer by the Company or any of its subsidiaries for Common Stock
concluded within the preceding 12 months in respect of which no adjustment has
been made, exceeds 12.5% of the Company's market capitalization (being the
product of the Current Market Price per share of the Common Stock on the record
date for such distribution times the number of shares of Common Stock
outstanding) on such date, and (f) the successful completion of a tender offer
made by the Company or any of its subsidiaries for Common Stock which involves
an aggregate consideration that, together with (i) any cash and other
consideration payable in a tender offer by the Company or any of its
subsidiaries for Common Stock expiring within the 12 months preceding the
expiration of such tender offer in respect of which no adjustment has been made
and (ii) the aggregate amount of any such all-cash distributions referred to in
(e) above to all holders of Common Stock within the 12 months preceding the
expiration of such tender offer in respect of which no adjustments have been
made, exceeds 10% of the Company's market capitalization on the expiration of
such tender offer. The Company reserves the right to make such reductions in the
Conversion Rate in addition to those required in the foregoing provisions as it
considers to be advisable in order that any event treated for United States
federal income tax purposes as a dividend of stock or stock rights will not be
taxable to the recipients. No adjustment of the Conversion Rate will be required
to be made until the cumulative adjustments amount to 1.0% or more of the
Conversion Rate. (sec. 12.4) The Company shall compute any adjustments to the
Conversion Rate pursuant to this paragraph and will give notices of any
adjustments by mail to Holders of Notes. (sec. 12.5)
In case of any consolidation or merger of the Company with or into another
Person or any merger of another Person into the Company (other than a merger
which does not result in any reclassification, conversion, exchange or
cancellation of the Common Stock), or in case of any sale or transfer of all or
substantially all of the assets of the Company, each Note then outstanding will,
without the consent of the
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Holder of any Note, become convertible only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer by a holder of the number of shares of Common Stock into which
such Note was convertible immediately prior thereto (assuming such holder of
Common Stock failed to exercise any rights of election and that such Note was
then convertible). (sec. 12.11)
If at any time the Company makes a distribution of property to its
stockholders which would be taxable to such stockholders as a dividend for
United States federal income tax purposes (e.g., distributions of evidences of
indebtedness or assets of the Company, but generally not stock dividends on
common stock or rights to subscribe for common stock) and, pursuant to the
anti-dilution provisions of the Indenture, the number of shares into which Notes
are convertible is increased, such increase may be deemed for federal income tax
purposes to be the payment of a taxable dividend to Holders of Notes. See
"Certain Federal Income Tax Considerations -- Dividends".
SUBORDINATION
The payment of the principal of, premium, if any, and interest on the Notes
(including any Additional Amounts and any amounts payable upon the redemption or
the repurchase of the Notes permitted by the Indenture) will be subordinated in
right of payment to the extent set forth in the Indenture to the prior payment
in full of the principal of, premium, if any, interest and other amounts in
respect of all Senior Indebtedness of the Company. The principal amount of
outstanding Senior Indebtedness was approximately $27,530,000 at September 30,
1997. Senior Indebtedness is defined in the Indenture to mean the principal of
(and premium, if any) and interest (including all interest accruing subsequent
to the commencement of any bankruptcy or similar proceeding, whether or not a
claim for post-petition interest is allowable as a claim in any such proceeding)
on, and all fees and other amounts payable in connection with, the following,
whether absolute or contingent, secured or unsecured, due or to become due,
outstanding on the date of the Indenture or thereafter created, incurred or
assumed: (a) indebtedness of the Company to banks, insurance companies and other
financial institutions evidenced by credit or loan agreements, notes or other
written obligations, (b) all other indebtedness of the Company (including
indebtedness of others guaranteed by the Company) other than the Notes, whether
outstanding on the date of the Indenture or thereafter created, incurred or
assumed, which is (i) for money borrowed or (ii) evidenced by a note or similar
instrument given in connection with the acquisition of any businesses,
properties or assets of any kind, (c) obligations of the Company as lessee under
leases required to be capitalized on the balance sheet of the lessee under
generally accepted accounting principles, (d) obligations of the Company under
interest rate and currency swaps, caps, floors, collars or similar agreements or
arrangements intended to protect the Company against fluctuations in interest or
currency exchange rates and (e) renewals, extensions, modifications,
restatements and refundings of, or any indebtedness or obligation issued in
exchange for, any such indebtedness or obligation described in clauses (a)
through (e) of this paragraph; provided, however, that Senior Indebtedness shall
not include any such indebtedness or obligation (a) if the terms of such
indebtedness or obligation (or the terms of the instrument under which, or
pursuant to which, it is issued) provides that such indebtedness or obligation
is not superior in right of payment to the Notes, (b) if such indebtedness or
obligation is non-recourse to the Company or (c) any conditional sale contract
or any account payable or any other indebtedness created or assumed by the
Company in the ordinary course of business in connection with the obtaining of
materials, inventories or services. (sec.sec. 1.1, 13.1 and 13.2)
No payment on account of principal of, premium, if any, or interest on the
Notes (including any Additional Amounts and any amounts payable upon the
redemption or the repurchase of the Notes permitted by the Indenture) may be
made by the Company if there is a default in the payment of principal, premium,
if any, or interest (including a default under any repurchase or redemption
obligation) with respect to any Senior Indebtedness or if any other event of
default with respect to any Senior Indebtedness, permitting the holders thereof
to accelerate the maturity thereof, shall have occurred and shall not have been
cured or waived or shall not have ceased to exist after written notice to the
Company and the Trustee by any holder of Senior Indebtedness. Upon any
acceleration of the principal due on the
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Notes or payment or distribution of assets of the Company to creditors upon any
dissolution, winding up, liquidation or reorganization, whether voluntary or
involuntary, marshalling of assets, assignment for the benefit of creditors, or
in bankruptcy, insolvency, receivership or other similar proceedings of the
Company, all principal, premium, if any, and interest or other amounts due on
all Senior Indebtedness must be paid in full before the Holders of the Notes are
entitled to receive any payment. By reason of such subordination, in the event
of insolvency, creditors of the Company who are holders of Senior Indebtedness
are likely to recover more, ratably, than the Holders of the Notes, and such
subordination may result in a reduction or elimination of payments to the
Holders of the Notes. (sec. 13.2)
In addition, the Notes will be structurally subordinated to all
indebtedness and other liabilities (including trade payables and lease
obligations) of the Company's subsidiaries, as any right of the Company to
receive any assets of its subsidiaries upon their liquidation or reorganization
(and the consequent right of the Holders of the Notes to participate in those
assets) will be effectively subordinated to the claims of that subsidiary's
creditors (including trade creditors), except to the extent that the Company
itself is recognized as a creditor of such subsidiary, in which case the claims
of the Company would still be subordinate to any security interest in the assets
of such subsidiary and any indebtedness of such subsidiary senior to that held
by the Company. As of September 30, 1997, there was outstanding approximately
$25,374,000 of indebtedness of subsidiaries of the Company (excluding
intercompany indebtedness); this amount has been included in the principal
amount of the Company's outstanding Senior Indebtedness at September 30, 1997,
as set forth above.
The Indenture does not limit the Company's or its subsidiaries' ability to
incur Senior Indebtedness or any other indebtedness.
REDEMPTION
Optional Redemption
Subject to the discussion under " -- Redemption for Taxation Reasons"
below, the Notes may not be redeemed prior to the close of business on May 31,
1999. Thereafter, the Notes may be redeemed, in whole or in part, at the option
of the Company, at the redemption price specified below, upon not less than 30
nor more than 60 days' prior notice as provided under " -- Notices" below.
The redemption price (expressed as a percentage of principal amount) for
the 12-month period beginning as of the close of business on May 31, 1999 is
101.0625% together with accrued interest to the date of redemption.
(sec.sec. 2.2, 11.1, 11.5, 11.7)
No sinking fund is provided for the Notes.
Redemption for Taxation Reasons
If the Company has or will become obligated to pay Additional Amounts (as
described below under " -- Payment of Additional Amounts") as a result of any
change in, or amendment to, the laws (including any regulations or rulings
promulgated thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in, or
amendment to, the application or official interpretation of such laws,
regulations or rulings (any such change or amendment being herein referred to as
a "Tax Law Change"), and such obligation cannot be avoided by the Company taking
reasonable measures available to it, the Tax Affected Notes (as hereinafter
defined) may be redeemed, at the option of the Company, in whole but not in
part. With respect to any Tax Law Change, "Tax Affected Notes" shall include any
Note that, on or before the 30th day after the date on which the Company
publishes a notice of redemption pursuant to this paragraph, is delivered to the
Trustee together with a written statement from or on behalf of the beneficial
owner of such Note to the effect that such beneficial owner has or will become
entitled to receive Additional Amounts as a result of such Tax Law Change. Such
redemption shall be upon not less than 30 nor more than 60 days' prior notice as
provided under " -- Notices" below, at a redemption price equal to 100% of the
principal amount of the Notes, plus accrued interest to the redemption date and
any Additional Amounts then
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payable; provided, however, that (1) no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the Company would be
obligated to pay any such Additional Amounts were a payment in respect of the
Notes then due and (2) at the time such notice of redemption is given, the
obligation to pay such Additional Amounts remains in effect. Prior to the
publication of any notice of redemption pursuant to this paragraph, the Company
shall deliver to the Trustee (a) a certificate stating that the Company is
entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company so to redeem
have occurred and (b) an opinion of independent counsel of recognized standing,
to the effect that the Company has or will become obligated to pay such
Additional Amounts as a result of a Tax Law Change.
PAYMENT AND CONVERSION
The principal of Notes will be payable in U.S. dollars, against surrender
thereof at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or, subject to any applicable laws and
regulations, at the office of any Paying Agent, by dollar check drawn on, or by
transfer to a dollar account (such transfer to be made only to Holders of an
aggregate principal amount of Notes in excess of $2,000,000) maintained by the
Holder with a bank in New York City. Payment of any installment of interest on
Notes will be made to the Person in whose name such Notes (or any predecessor
Note) is registered at the close of business on the May 15 or the November 15
(whether or not a Business Day) immediately preceding the relevant Interest
Payment Date (a "Regular Record Date"). Payments of such interest will be made
by a dollar check drawn on a bank in New York City mailed to the Holder at such
Holder's registered address or, upon application by the Holder thereof to the
Trustee not later than the applicable Regular Record Date, by transfer to a
dollar account (such transfer to be made only to Holders of an aggregate
principal amount of Notes in excess of $2,000,000) maintained by the Holder with
a bank in New York City. No transfer to a dollar account will be made unless the
Trustee has received written wire instructions not less than 15 days prior to
the relevant payment date. (sec. 2.2)
Payments in respect of the principal of (and premium, if any) and interest
on any Global Note registered in the name of DTC or its nominee will be payable
by the Trustee to DTC or its nominee in its capacity as the registered holder
under the Indenture. Under the terms of the Indenture, the Company and the
Trustee will treat the persons in whose names the Notes, including the Global
Notes, are registered as the owners thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever. Consequently, neither
the Company, the Trustee nor any agent of the Company or the Trustee has or will
have any responsibility or liability for (i) any aspect of DTC's records or any
Participant's or Indirect Participant's records relating to or payments made on
account of beneficial ownership interests in the Global Notes, or for
maintaining, supervising or reviewing any of DTC's records or any Participant's
or Indirect Participant's records relating to the beneficial ownership interests
in the Global Notes, or (ii) any other matter relating to the actions and
practices of DTC or any of its Participants or Indirect Participants.
Any payment on the Notes due on any day which is not a Business Day need
not be made on such day, but may be made on the next succeeding Business Day
with the same force and effect as if made on such due date, and no interest
shall accrue on such payment for the period from and after such date. "Business
Day", when used with respect to any place of payment, place of conversion or any
other place, as the case may be, means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in such place of
payment, place of conversion or other place, as the case may be, are authorized
or obligated by law or executive order to close; provided, however, that a day
on which banking institutions in New York, New York or London, England are
authorized or obligated by law or executive order to close shall not be a
Business Day for certain purposes. (sec.sec. 1.1 and 2.2)
Notes may be surrendered for conversion at the Corporate Trust Office of
the Trustee in the Borough of Manhattan, The City of New York. Notes surrendered
for conversion must be accompanied by appropriate notices, and any payments in
respect of interest or taxes, as applicable, as described above under
"-- Conversion Rights". (sec.sec. 2.2 and 12.2)
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The Company may at any time terminate the appointment of any Paying Agent
or Conversion Agent and appoint additional or other Paying Agents and Conversion
Agents, provided that until the Notes have been delivered to the Trustee for
cancellation, or moneys sufficient to pay the principal of, premium, if any, and
interest on the Notes have been made available for payment and either paid or
returned to the Company as provided in the Indenture, it will maintain an office
or agency in the Borough of Manhattan, The City of New York for surrender of
Notes for conversion, and in a Western European city for payments with respect
to the Notes and for the surrender of Notes for conversion. Notice of any such
termination or appointment and of any change in the office through which any
Paying Agent or Conversion Agent will act will be given in accordance with
"-- Notices" below. (sec. 10.2)
Interest payable on Notes on any redemption date or repurchase date that is
an Interest Payment Date will be paid to the Holders of record as of the
immediately preceding Regular Record Date. (sec.sec. 11.7, 14.1 and 14.2)
All moneys deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of principal of, premium, if any, or
interest on any Notes which remain unclaimed at the end of two years after such
payment has become due and payable will be repaid to the Company, and the Holder
of such Note will thereafter look only to the Company for payment thereof.
(sec. 10.3)
PAYMENT OF ADDITIONAL AMOUNTS
The Company will pay to the Holder of any Note who is a United States Alien
such additional amounts ("Additional Amounts") as may be necessary in order that
every net payment of the principal of, premium, if any, and interest on such
Note (including any payment of the Repurchase Price in respect of such Note),
after deduction or withholding for or on account of any present or future tax,
assessment or governmental charge imposed upon or as a result of such payment by
the United States or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in such Note to be then
due and payable; provided, however, that the foregoing obligation to pay
Additional Amounts will not apply to:
(a) any tax, assessment or other governmental charge which would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary, member, shareholder of or possessor of a power over such
Holder, if such Holder is an estate, a trust, a partnership or a
corporation) and the United States or any political subdivision or taxing
authority thereof or therein, including, without limitation, such Holder
(or such fiduciary, settlor, beneficiary, member, shareholder or possessor)
being or having been a citizen or resident of the United States or treated
as a resident thereof, or being or having been engaged in trade or business
or present therein, or having or having had a permanent establishment
therein, or (ii) such Holder's present or former status as a personal
holding company, a foreign personal holding company with respect to the
United States, or a foreign private foundation or foreign tax exempt entity
for United States tax purposes, or a corporation which accumulates earnings
to avoid United States federal income tax;
(b) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of such Note
for payment on a date more than 15 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;
(c) any estate, inheritance, gift, sales, transfer, personal property
or similar tax, assessment or governmental charge;
(d) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with any certification,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of such Note, if compliance is required by statute or by
regulation of the United
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States as a precondition to relief or exemption from such tax, assessment
or other governmental charge;
(e) any tax, assessment or other governmental charge which is payable
otherwise than by deduction or withholding from payments of principal of,
premium, if any, or interest on such Note;
(f) any tax, assessment or other governmental charge imposed on a
holder that actually or constructively owns 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote or that is a controlled foreign corporation related to the Company
through stock ownership;
(g) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of the principal of, premium,
if any, or interest on any Note, if such payment can be made without such
withholding by any other Paying Agent in Western Europe;
(h) any tax, assessment or other governmental charge imposed on a
Holder that is a partnership or a fiduciary or other than the sole
beneficial owner of such payment, but only to the extent that any
beneficial owner or member of the partnership or beneficiary or settlor
with respect to the fiduciary would not have been entitled to the payment
of Additional Amounts had the beneficial owner, member, beneficiary or
settlor directly been the Holder of the Note; or
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and
(h). (sec. 2.2)
Notwithstanding the foregoing, the Company shall not be obligated to pay
Additional Amounts in respect of payments becoming due on the Notes more than 15
days after the redemption date for a redemption described in the first paragraph
under "-- Redemption -- Redemption for Taxation Reasons", except to the extent
that the Company's obligation to pay such Additional Amounts does not arise from
the Tax Law Change that resulted in such redemption.
For purposes of this Prospectus, "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction and a "United States
Alien" is any person who, for United States federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a nonresident alien
fiduciary of a foreign estate or trust, or a foreign partnership one or more of
the members of which is for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary of
a foreign estate or trust. (sec. 2.2)
REPURCHASE AT OPTION OF HOLDERS UPON A CHANGE IN CONTROL
If a Change in Control (as defined) occurs, each Holder of Notes shall have
the right, at the Holder's option, to require the Company to repurchase all of
such Holder's Notes, or any portion of a Note, that is $5,000 or an integral
multiple of $1,000 in excess thereof, on the date (the "Repurchase Date") that
is 45 days after the date of the Company Notice (as defined), at a price equal
to 100% of the principal amount of the Notes to be repurchased together with
interest accrued to the Repurchase Date (the "Repurchase Price"). (sec. 14.1)
The Company may, at its option, in lieu of paying the Repurchase Price in
cash, pay the Repurchase Price in Common Stock valued at 95% of the average of
the closing prices of the Common Stock for the five trading days ending on and
including the third trading day preceding the Repurchase Date; provided that
payment may not be made in Common Stock unless the Company satisfies certain
conditions with respect to such payment as provided in the Indenture.
(sec.sec. 14.1 and 14.2)
Within 30 days after the occurrence of a Change in Control, the Company is
obligated to give to all Holders of the Notes notice, as provided in the
Indenture (the "Company Notice"), of the occurrence of such Change in Control
and of the repurchase right arising as a result thereof, or, at the request of
the Company on or before the 15th day after such occurrence, the Trustee shall
give the Company Notice. The Company must also deliver a copy of the Company
Notice to the Trustee and to the office of each Paying Agent. To exercise the
repurchase right, a Holder of Notes must deliver, on or before the 30th day
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after the date of the Company Notice, irrevocable written notice to the Trustee
or any Paying Agent of the Holder's exercise of such right, together with the
Notes with respect to which the right is being exercised. (sec. 14.3)
A Change in Control shall be deemed to have occurred at such time after the
original issuance of the Notes as there shall occur:
(i) the acquisition by any Person (including any syndicate or group
deemed to be a "person" under Section 13(d)(3) of the Exchange Act) of
beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of transactions, of shares of
capital stock of the Company entitling such Person to exercise 50% or more
of the total voting power of all shares of capital stock of the Company
entitled to vote generally in elections of directors, other than any such
acquisition by the Company, any subsidiary of the Company or any employee
benefit plan of the Company; or
(ii) any consolidation or merger of the Company with or into, any
other Person, any merger of another Person into the Company, or any
conveyance, sale, transfer or lease of all or substantially all of the
assets of the Company to another Person (other than (a) any such
transaction (x) which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock and (y)
pursuant to which holders of Common Stock immediately prior to such
transaction have the entitlement to exercise, directly or indirectly, 50%
or more of the total voting power of all shares of capital stock entitled
to vote generally in the election of directors of the continuing or
surviving person immediately after such transaction and (b) any merger
which is effected solely to change the jurisdiction of incorporation of the
Company and results in a reclassification, conversion or exchange of
outstanding shares of Common Stock into solely shares of common stock);
provided, however, that a Change in Control shall not be deemed to have occurred
if the closing price per share of the Common Stock for any five trading days
within the period of 10 consecutive trading days ending immediately after the
later of the Change in Control or the public announcement of the Change in
Control (in the case of a Change in Control under clause (i) above) or ending
immediately before the Change in Control (in the case of a Change in Control
under clause (ii) above) shall equal or exceed 105% of the Conversion Price of
the Notes in effect on each such trading day. The "Conversion Price" is equal to
$1,000 divided by the Conversion Rate. "Beneficial Owner" shall be determined in
accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act,
as in effect on the date of execution of the Indenture. (sec. 14.4)
The Company may, to the extent permitted by applicable law, at any time
purchase Notes in the open market or by tender at any price or by private
agreement. Any Note so purchased by the Company may, to the extent permitted by
applicable law and subject to restrictions contained in the Underwriting
Agreement entered by and among the Company and the Initial Purchasers in
connection with the Original Offering, be re-issued or resold or may, at the
Company's option, be surrendered to the Trustee for cancellation. Any Notes
surrendered as aforesaid may not be re-issued or resold and will be cancelled
promptly.
The foregoing provisions would not necessarily afford Holders of the Notes
protection in the event of highly leveraged or other transactions involving the
Company that may adversely affect Holders.
MERGERS AND SALES OF ASSETS BY THE COMPANY
The Company shall not consolidate or merge with or into any other Person or
convey, transfer, sell or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate or merge with or into the Company or convey, transfer, sell or lease
such Person's properties and assets substantially as an entirety to the Company
unless (a) the Person formed by such consolidation or into or with which the
Company is merged or the Person to which the properties and assets of the
Company are so conveyed, transferred, sold or leased shall be a corporation,
limited
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liability company, partnership or trust organized and existing under the laws of
the United States, any State thereof or the District of Columbia and shall
expressly assume the payment of the principal of, premium, if any, and interest
on the Notes and the performance of the other covenants of the Company under the
Indenture, and (b) immediately after giving effect to such transaction, no Event
of Default, and no event that, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing. (sec. 7.1)
EVENTS OF DEFAULT
The following will be Events of Default under the Indenture: (a) failure to
pay principal of or premium, if any, on any Note when due, whether or not such
payment is prohibited by the subordination provisions of the Notes and the
Indenture; (b) failure to pay any interest (including any Additional Amount) on
any Note or coupon when due, continuing for 30 days; (c) failure to provide a
Company Notice; (d) failure to perform any other covenant of the Company in the
Indenture, continuing for 60 days after written notice as provided in the
Indenture; (e) default in respect of any indebtedness for money borrowed by the
Company that results in acceleration of the maturity of an amount in excess of
$10,000,000 of indebtedness if such indebtedness is not discharged, or such
acceleration is not annulled, within 30 days after written notice as provided in
the Indenture; and (f) certain events of bankruptcy, insolvency or
reorganization. (sec. 5.1) Subject to the provisions of the Indenture relating
to the duties of the Trustee in case an Event of Default shall occur and be
continuing, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee reasonable
indemnity. (sec. 6.3) Subject to such provisions for the indemnification of the
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. (sec. 5.12)
If an Event of Default shall occur and be continuing, either the Trustee or
the Holders of at least 25% in principal amount of the Outstanding Notes may
accelerate the maturity of all Notes; provided, however, that after such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of Outstanding Notes may, under
certain circumstances, rescind and annul such acceleration if all Events of
Default, other than the non-payment of principal of the Notes which have become
due solely by such declaration of acceleration, have been cured or waived as
provided in the Indenture. (sec. 5.2) For information as to waiver of defaults,
see "-- Meetings, Modification and Waiver".
No Holder of any Note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default and the Holders of at least 25% in aggregate principal amount of the
Outstanding Notes shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the Outstanding Notes a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
(sec. 5.7) However, such limitations do not apply to a suit instituted by a
Holder of a Note for the enforcement of payment of the principal of, premium, if
any, or interest on such Note on or after the respective due dates expressed in
such Note or of the right to convert such Note in accordance with the Indenture.
(sec. 5.8)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (sec. 10.9)
MEETINGS, MODIFICATION AND WAIVER
The Indenture contains provisions for convening meetings of the Holders of
Notes to consider matters affecting their interests. (Article Nine)
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Modifications and amendments of the Indenture may be made, and certain past
defaults by the Company may be waived, either (i) with the written consent of
the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding or (ii) by the adoption of a resolution, at a
meeting of Holders of the Notes at which a quorum is present, by the Holders of
at least 66 2/3% in aggregate principal amount of the Notes represented at such
meeting. However, no such modification or amendment may, without the consent of
the Holder of each Outstanding Note or coupon affected thereby, (a) change the
Stated Maturity of the principal of, or any installment of interest on, any Note
or coupon, (b) reduce the principal amount of, or the premium, if any, or
interest on, any Note or coupon, (c) reduce the amount payable upon a redemption
or mandatory repurchase, (d) modify the provisions with respect to the
repurchase right of the Holders in a manner adverse to the Holders, (e) change
the obligation of the Company to pay Additional Amounts pursuant to the
Indenture in a manner adverse to the Holders, (f) change the place or currency
of payment of principal of, premium, if any, or interest on, any Note (including
any payment of the Repurchase Price in respect of such Note) or coupon, (g)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Note or coupon, (h) modify the obligation of the Company to
maintain an office or agency in New York City and in a Western European city,
(i) except as otherwise permitted or contemplated by provisions concerning
consolidation, merger, conveyance, transfer, sale or lease of all or
substantially all of the property and assets of the Company, adversely affect
the right of Holders to convert any of the Notes or to require the Company to
repurchase any Note other than as provided in the Indenture, (j) modify the
subordination provisions in a manner adverse to the Holders of the Notes, (k)
reduce the above-stated percentage of Outstanding Notes necessary to modify or
amend the Indenture, (l) reduce the percentage of aggregate principal amount of
Outstanding Notes necessary for waiver of compliance with certain provisions of
the Indenture or for waiver of certain defaults, (m) reduce the percentage in
aggregate principal amount of Outstanding Notes required for the adoption of a
resolution or the quorum required at any meeting of Holders of Notes at which a
resolution is adopted, or (n) modify the obligation of the Company to deliver
information required under Rule 144A to permit resales of Notes and Common Stock
issuable upon conversion thereof in the event the Company ceases to be subject
to certain reporting requirements under the United States securities laws
(sec.sec. 8.2 and 5.13). The quorum at any meeting called to adopt a resolution
will be persons holding or representing a majority in aggregate principal amount
of the Notes at the time Outstanding and, at any reconvened meeting adjourned
for lack of a quorum, 25% of such aggregate principal amount. (sec. 9.4)
The Holders of a majority in aggregate principal amount of the Outstanding
Notes may waive compliance by the Company with certain restrictive provisions of
the Indenture by written consent. (sec. 10.13) The Holders of a majority in
aggregate principal amount of the Outstanding Notes also may waive any past
default under the Indenture, except a default in the payment of principal,
premium, if any, or interest, by written consent. (sec. 5.13)
REGISTRATION RIGHTS
The Company and the Initial Purchasers entered a registration rights
agreement dated as of May 17, 1996, in connection with the Original Offering
(the "Registration Rights Agreement"). Pursuant to the Registration Rights
Agreement, the Company, at its own expense, filed with the Commission a shelf
registration statement (the "Initial Registration Statement") covering resales
by the holders of Notes in registered form (and the shares of Common Stock
issuable upon conversion of such Notes) listed therein which could not be resold
in the United States except pursuant to a registration statement under the
Securities Act or an exemption from registration under the Securities Act and
were not acquired in a transaction in reliance on Regulation S. The Initial
Registration Statement became effective on February 21, 1997.
Although the Company was not obligated to file the Registration Statement,
the Company subsequently agreed to file the Registration Statement, of which
this Prospectus forms a part, to facilitate resales of Notes by holders of
beneficial interests that were not included in the Initial Registration
Statement. Unless modified at the Company's discretion, the Company has agreed
to keep this
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Registration Statement effective until such date that is three years after the
latest date of original issuance of the Notes or, if earlier, until all of the
Securities (i) have been sold in a manner contemplated by the Registration
Statement, (ii) have been transferred in compliance with Rule 144 under the
Securities Act or are transferable pursuant to Rule 144(k) under the Securities
Act, (iii) have been sold in compliance with Regulation S (and do not constitute
part of the unsold allotment of a "distributor" within the meaning of Regulation
S), or (iv) have otherwise been transferred and a new security not subject to
transfer restrictions under the Securities Act has been delivered by or on
behalf of the Company. The Company may further limit the period of effectiveness
of the Registration Statement at any time upon 30 days written notice to the
Selling Holders named herein. Notwithstanding the foregoing, the Company will be
permitted, to suspend the use of any Prospectus that is a part of the
Registration Statement during the existence of a state of facts or the happening
of an event (including, without limitation, pending negotiations relating to, or
the consummation of, a transaction or the occurrence of any event which in the
opinion of the Company might require additional disclosure of material,
non-public information by the Company in the Registration Statement as to which
the Company believes it has a bona fide business purpose for preserving
confidentiality or which renders the Company unable to comply with the rules and
regulations under the Securities Act) which in the opinion of outside counsel to
the Company might reasonably result in the Registration Statement, or any
amendment or post-effective amendment thereto, or the Prospectus or any
supplement thereto, or any document incorporated therein by reference containing
an untrue statement of material fact or omitting to state a material fact.
TRANSFER, EXCHANGE AND WITHDRAWAL
At the option of the Holder upon request confirmed in writing, and subject
to the terms of the Indenture, any Note in registered form will be exchangeable
at any time into an equal aggregate principal amount of Notes in registered form
of different authorized denominations. (sec. 3.5)
Notes in registered form may be presented for registration of transfer
(with the form of transfer endorsed thereon duly executed) or exchange, at the
office of any transfer agent or at the office of the security registrar, without
service charge but, in the case of a transfer, upon payment of any taxes and
other governmental charges as described in the Indenture. Any registration of
transfer or exchange will be effected upon the transfer agent or the security
registrar, as the case may be, being satisfied with the documents of title and
identity of the person making the request, and subject to such reasonable
regulations as the Company may from time to time agree upon with the transfer
agents and the security registrar, all as described in the Indenture. Notes may
be transferred in whole or in part in authorized denominations. Upon surrender
for registration of transfer of any such Notes, one or more new Notes will be
deliverable, in accordance with the Indenture, at the office of any transfer
agent. (sec. 3.5)
The Company has initially appointed the Trustee as security registrar and
transfer agent, acting through its Corporate Trust Offices in New York City. The
Company reserves the right to vary or terminate the appointment of the security
registrar or of any transfer agent or to appoint additional or other transfer
agents or to approve any change in the office through which any security
registrar or any transfer agent acts, provided that there will at all times be a
security registrar and a transfer agent in a Western European city.
(sec.sec. 3.5 and 10.2)
In the event of a redemption of less than all of the Notes (other than, a
redemption for any of the reasons described under "-- Redemption -- Redemption
for Taxation Reasons") for any of the reasons set forth below under
"-- Redemption", the Company will not be required (a) to register the transfer
or exchange of Notes for a period of 15 days immediately preceding the date
notice is given identifying the serial numbers of the Notes called for such
redemption or (b) to register the transfer of or exchange any Note, or portion
thereof, called for redemption. (sec. 3.5)
Exchange of Interests in the Restricted Global Note and Regulation D Notes
for Interests in Unrestricted Global Note. Upon each sale by a Selling Holder
of Notes or Conversion Shares, as the case may be, offered hereby, such Selling
Holder will be required to deliver a Notice (the "Notice") of such sale to the
Trustee and the Company. The Notice will among other things, identify the sale
as a sale
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pursuant to the Registration Statement of which this Prospectus forms a part,
certify that the prospectus delivery requirements, if any, of the Securities Act
have been satisfied, and certify that the Selling Holder and the aggregate
principal amount of Notes or the number of Conversion Shares owned by such
holder are identified in the Prospectus in accordance with the applicable rules
and regulations under the Securities Act. A copy of the Notice is attached
hereto as Appendix A. Additional copies are available upon request to Corporate
Secretary, Quintiles Transnational Corp., 4709 Creekstone Drive, Riverbirch
Building, Suite 300, Durham, North Carolina 27703-8411, telephone (919)
941-2000.
Upon receipt by the Trustee of the Notice relating to a sale of Notes, an
appropriate adjustment will be made to reflect a decrease in the principal
amount of the Restricted Global Note or the cancellation of a Note in
certificated form upon the transfer thereof, and a corresponding increase in the
principal amount of the Unrestricted Global Note (or upon the request of a
Selling Holder of Notes in certificated form, the authentication and delivery of
a Note in certificated form).
Any beneficial interest in the Restricted Global Note that is transferred
to a person who takes delivery in the form of an interest in the Unrestricted
Global Note will, upon transfer, cease to be an interest in the Restricted
Global Note and will become an interest in the Unrestricted Global Note and,
accordingly, will thereafter be subject to all procedures applicable to the
Unrestricted Global Note for so long as it remains such an interest.
Exchange of Interests in Global Notes for Certificated Notes. As long as
DTC, or its nominee, is the registered Holder of a Global Note, DTC or such
nominee, as the case may be, will be considered the sole owner and Holder of the
Notes represented by such Global Note for all purposes under the Indenture and
the Notes. Unless DTC notifies the Company that it is unwilling or unable to
continue as depository for a Global Note, or ceases to be a "Clearing Agency"
registered under the Exchange Act, or announces an intention permanently to
cease business or does in fact do so, or an Event of Default has occurred and is
continuing with respect to a Global Note, owners of beneficial interests in a
Global Note will not be entitled to have any portions of such Global Note
registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form and will not be considered the owners or
Holders of the Global Note (or any Notes represented thereby) under the
Indenture or the Notes. In addition, no beneficial owner of an interest in a
Global Note will be able to transfer that interest except in accordance with
DTC's applicable procedures (in addition to those under the Indenture referred
to herein). In the event that owners of beneficial interests in a Global Note
become entitled to receive Notes in certificated form, such Notes will be issued
only as Notes in certificated form in denominations of $1,000 and integral
multiples thereof.
Transfers involving an exchange of a beneficial interest in the Restricted
Global Note for a beneficial interest in the Unrestricted Global Note or vice
versa will be effected in DTC by means of an instruction originated by the
Trustee through the DTC/Deposit Withdraw at Custodian (DWAC) System.
Accordingly, appropriate adjustments will be made to reflect a decrease in the
principal amount of the Restricted Global Note and a corresponding increase in
the principal amount of the Unrestricted Global Note or vice versa, as
applicable.
TITLE
The Company, the Trustee, any Paying Agent and any Conversion Agent may
treat the registered owner (as reflected in the Security Register) of any Note
as the absolute owner thereof (whether or not such Note shall be overdue) for
the purpose of making payment and for all other purposes. (sec. 2.2)
NOTICES
Notices to Holders of Notes will be given by mail to the addresses of such
Holders as they appear in the Security Register. Such notices will be deemed to
have been given on the date of such mailing. (sec.sec. 1.1 and 1.6)
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Notice of a redemption of Notes will be given at least once not less than
30 nor more than 60 days (and in the case of the redemption described in the
second paragraph under "-- Redemption -- Redemption for Taxation Reasons", at
least 75 days) prior to the redemption date (which notice shall be published in
accordance with the procedures described in the preceding paragraph, but shall
be irrevocable except as otherwise provided in the second paragraph under
"-- Redemption -- Redemption for Taxation Reasons") and will specify the
redemption date.
REPLACEMENT OF NOTES
Notes that become mutilated, destroyed, stolen or lost will be replaced by
the Company at the expense of the Holder upon delivery to the Trustee of the
mutilated Notes or evidence of the loss, theft or destruction thereof
satisfactory to the Company and the Trustee. In the case of a lost, stolen or
destroyed Note, indemnity satisfactory to the Trustee and the Company may be
required at the expense of the Holder of such Note before a replacement Note
will be issued. (sec. 3.6)
PAYMENT OF STAMP AND OTHER TAXES
Except as described under "--Payment of Additional Amounts", the Company
will not be required to make any payment with respect to any other tax,
assessment or governmental charge imposed by any government or any political
subdivision thereof or taxing authority thereof or therein.
DEPOSITORY PROCEDURES WITH RESPECT TO GLOBAL NOTES
With respect to the Global Notes, DTC has advised the Company as follows:
DTC is a limited purpose trust company organized under the laws of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the Uniform Commercial Code, as amended, and a "Clearing
Agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC was created to hold securities for its participating organizations
(collectively, the "Participants") and to facilitate the clearance and
settlement of transactions in those securities between Participants through
electronic book-entry changes in accounts of its Participants. The Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Participant,
either directly or indirectly (collectively, the "Indirect Participants").
Persons who are not Participants may beneficially own securities held by or on
behalf of DTC only through the Participants or the Indirect Participants. The
ownership interest and transfer of ownership interest of each actual purchaser
of each security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.
DTC has also advised the Company that pursuant to procedures established by
it, (i) upon deposit of the Global Notes, DTC credits the accounts of designated
Participants with portions of the principal amount of the Global Notes and (ii)
ownership of such interests in the Global Notes will be shown on, and the
transfer of ownership thereof will be effected only through, records maintained
by DTC (with respect to the Participants) or by the Participants and the
Indirect Participants (with respect to other owners of beneficial interests in
the Global Notes).
Investors in the Global Notes may hold their interests therein directly
through DTC, if they are Participants in such system, or indirectly through
organizations which are Participants in such system. All interests in a Global
Note may be subject to the procedures and requirements of DTC.
The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer beneficial interests in a Global Note to such persons may be limited to
that extent. Because DTC can act only on behalf of its Participants, which in
turn act on behalf of Indirect Participants and certain banks, the ability of a
person having beneficial interests in a Global Note to pledge such interests to
persons or entities that do not participate in the DTC
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system, or otherwise take actions in respect of such interests, may be affected
by the lack of a physical certificate evidencing such interests.
EXCEPT AS DESCRIBED ABOVE UNDER "-- FORM, DENOMINATION AND WITHDRAWAL",
OWNERS OF INTERESTS IN THE GLOBAL NOTES WILL NOT HAVE NOTES REGISTERED IN THEIR
NAMES, WILL NOT RECEIVE PHYSICAL DELIVERY OF NOTES IN CERTIFICATED FORM AND WILL
NOT BE CONSIDERED THE REGISTERED OWNERS OR HOLDERS THEREOF UNDER THE INDENTURE
FOR ANY PURPOSE.
DTC has advised the Company that its current practice, upon receipt of any
payment in respect of interests in securities such as the Global Notes
(including principal and interest) held by it or its nominee, is to credit the
accounts of the relevant Participants with the payment on the payment date, in
amounts proportionate to their respective holdings in principal amount of
beneficial interests in the relevant security such as the Global Notes as shown
on the records of DTC unless DTC has reason to believe it will not receive
payment on such payment date. Payments by the Participants and the Indirect
Participants to the beneficial owners of Notes will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name". Such payments will be
the responsibility of the Participants or the Indirect Participants and will not
be the responsibility of DTC, the Trustee or the Company. Neither the Company
nor the Trustee will be liable for any delay by DTC or any of its Participants
or Indirect Participants in identifying the beneficial owners of the Notes, and
the Company and the Trustee may conclusively rely on and will be protected in
relying on instructions from DTC or its nominee as the registered owner of the
Global Notes for all purposes.
Transfers of beneficial interests in the Global Notes between Participants
in DTC will be effected in accordance with DTC's procedures, and such beneficial
interests will trade in DTC's Same-Day Funds Settlement System; and
consequently, secondary market trading activity in such interests will settle in
immediately available funds.
DTC has advised the Company that it will take any action permitted to be
taken by a Holder of Notes only at the direction of one or more Participants to
whose account with DTC interests in the Global Notes are credited and only in
respect of such portion of the aggregate principal amount of the Notes as to
which such Participant or Participants has or have given such direction.
However, if there is an Event of Default under the Notes, DTC reserves the right
to exchange the Global Notes for legended Notes in certificated form, and to
distribute such Notes to its Participants.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of beneficial ownership interests in the Global Notes among
Participants of DTC, it is under no obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. None of
the Company, the Trustee nor any of their respective agents will have any
responsibility for the performance by DTC, its Participants or Indirect
Participants of their respective obligations under the rules and procedures
governing their operations, including maintaining, supervising or reviewing the
records relating to, or payments made on account of, beneficial ownership
interests in Global Notes.
GOVERNING LAW
The Indenture and the Notes are governed by and construed in accordance
with the laws of the State of New York, United States of America. (sec. 1.11)
THE TRUSTEE
In case an Event of Default shall occur (and shall not be cured), the
Trustee will be required to use the degree of care of a prudent person in the
conduct of his own affairs in the exercise of its powers. Subject to such
provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the Holders of
Notes, unless they shall have offered to the Trustee reasonable security or
indemnity. (sec.sec. 6.1 and 6.3)
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain United States federal income tax
considerations relevant to purchasers of the Notes and the Conversion Shares,
but does not purport to be a complete analysis of all the potential tax
considerations relating thereto. This summary is based on laws, regulations,
rulings and decisions now in effect (or, in the case of certain United States
Treasury Regulations ("Treasury Regulations"), now in proposed form), all of
which are subject to change. This summary deals only with holders that will hold
Notes and Conversion Shares as "capital assets" (within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code")) and does not
address tax considerations applicable to investors that may be subject to
special tax rules, such as banks, tax-exempt organizations, insurance companies,
dealers in securities or currencies, persons that will hold Notes as a position
in a hedging transaction, "straddle" or "conversion transaction" for tax
purposes, or non-United States persons. A "non-United States person" is any
person who is neither (i) a citizen or resident of the United States, (ii)
treated as a domestic corporation or partnership nor (iii) an estate or trust
other than a "foreign estate" or "foreign trust" as defined in Section
7701(a)(3) of the Code. INVESTORS CONSIDERING THE PURCHASE OF NOTES SHOULD
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE UNITED
STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX
CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING
JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
Payment of Interest
Interest on a Note generally will be includible in the income of a holder
as ordinary income at the time such interest is received or accrued, in
accordance with such holder's method of accounting for United States federal
income tax purposes.
Sale, Exchange or Redemption of the Notes
Upon the sale, exchange or redemption of a Note, a holder generally will
recognize capital gain or loss equal to the difference between (i) the amount of
cash proceeds and the fair market value of any property received on the sale,
exchange or redemption (except to the extent such amount is attributable to
accrued interest income, which is taxable as ordinary income) and (ii) such
holder's adjusted tax basis in the Note. A holder's adjusted tax basis in a Note
generally will equal the cost of the Note to such holder, less any principal
payments received by such holder. Such capital gain or loss will be long-term
capital gain or loss if the holder's holding period in the Note is more than one
year at the time of sale, exchange or redemption.
Conversion of the Notes
A holder generally will not recognize any income, gain or loss upon
conversion of a Note into Common Stock except with respect to cash received in
lieu of a fractional Share of Common Stock. Such holder's tax basis in the
Common Stock received on conversion of a Note will be the same as such holder's
adjusted tax basis in the Note at the time of conversion (reduced by any basis
allocable to a fractional share interest), and the holding period for the Common
Stock received on conversion will generally include the holding period of the
Note converted.
Cash received in lieu of a fractional share of Common Stock upon conversion
will be treated as a payment in exchange for the fractional share of Common
Stock. Accordingly, the receipt of cash in lieu of a fractional share of Common
Stock generally will result in a capital gain or loss (measured by the
difference between the cash received for the fractional share and the holder's
adjusted tax basis in the fractional share).
31
<PAGE> 33
Dividends
Dividends paid on the Common Stock generally will be includible in the
income of a holder as ordinary income to the extent of the Company's current or
accumulated earnings and profits.
If at any time (i) the Company makes a distribution of cash or property to
its stockholders or purchases Common Stock and such distribution or purchase
would be taxable to such stockholders as a dividend for United States federal
income tax purposes (e.g., distributions of evidences of indebtedness or assets
of the Company, but generally not stock dividends or rights to subscribe for
Common Stock) and, pursuant to the antidilution provisions of the Indenture, the
conversion rate of the Notes is increased, or (ii) the conversion rate of the
Notes is increased at the discretion of the Company, such increase in conversion
rate may be deemed to be the payment of a taxable dividend to holders of Notes
(pursuant to Section 305 of the Code). Holders of Notes could therefore have
taxable income as a result of an event pursuant to which they received no cash
or property.
Market Discount
In general, if a holder purchases a Note after its original issuance at a
price which is less than the Note's stated redemption price at maturity by more
than a statutory de minimis amount, the Note will be treated as having market
discount equal to the difference between the purchase price and the stated
redemption price at maturity. Such market discount is treated as accruing
ratably (or, if the holder elects, on a constant interest rate basis) over the
period between the holder's purchase of the Note and the Note's maturity date.
The holder of a Note with market discount must generally include accrued market
discount in ordinary income when the Note is sold or otherwise disposed of. In
addition, the holder must treat any principal payments received on the Note as
ordinary income to the extent of accrued market discount not previously taken
into income. Alternatively, the holder may elect to accrue market discount on a
constant yield basis. Absent such an election, holders who have incurred or
continued indebtedness in connection with the acquisition or holding of a Note
with market discount may be required to defer the deduction of all or a portion
of the interest on such indebtedness until the Note is disposed of in a taxable
transaction.
Bond Premium
In general, if a holder purchases a Note at a price in excess of the Note's
stated redemption price at maturity, the Note will be treated as having bond
premium equal to such excess. Bond premium with respect to a Note does not,
however, include any amount attributable to the conversion feature of the Note.
In general, a holder may elect to amortize bond premium with respect to a Note
using a constant yield method over the Note's remaining life. The amount of bond
premium amortized by an electing holder during a year will generally reduce the
amount required to be included in income during the year with respect to
interest on the Note and will reduce the holder's adjusted tax basis in the
Note. An election to amortize bond premium will apply to all taxable bonds held
by the holder at the beginning of the first taxable year to which the election
applies or thereafter acquired by the holder, and is irrevocable without the
consent of the Internal Revenue Service (the "IRS").
Information Reporting and Backup Withholding Tax
In general, information reporting requirements will apply to payments of
principal, premium, if any, and of interest on a Note, payments of dividends on
Common Stock, payments of the proceeds of the sale of a Note and payments of the
proceeds of the sale of Common Stock to certain non-corporate holders, and a 31%
backup withholding tax may apply to such payments if the holder (i) fails to
furnish or certify his correct taxpayer identification number to the payor in
the manner required, (ii) is notified by the IRS that he has failed to report
payments of interest and dividends properly, or (iii) under certain
circumstances, fails to certify that he has not been notified by the IRS that he
is subject to backup withholding for failure to report interest and dividend
payments. Any amounts withheld under the backup withholding rules from a payment
to a holder will be allowed as a credit against such holder's United
32
<PAGE> 34
States federal income tax and may entitle the holder to a refund, provided that
the required information is furnished to the IRS.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company has authorized 200 million shares of Common Stock, $.01 par
value per share. As of October 31, 1997, 36,739,543 shares of Common Stock were
issued and outstanding. Holders of Common Stock are entitled to one vote for
each share held on matters which are submitted to a vote of shareholders and are
not entitled to cumulative voting in the election of directors. Subject to any
preferential rights of holders of Preferred Stock, holders of Common Stock are
entitled to receive dividends, if any, as declared from time to time by the
Board of Directors out of assets legally available for such purpose. The Company
has never paid any cash dividends on Common Stock. The Company does not
anticipate paying any cash dividends in the foreseeable future and intends to
retain future earnings for the development and expansion of its business. On
liquidation, holders of Common Stock are entitled to a pro rata portion of all
assets available for distribution after payment of creditors and the liquidation
preference of any outstanding shares of Preferred Stock. Holders of Common Stock
have no preemptive rights or other rights to subscribe for additional shares.
All outstanding shares of Common Stock are, and the Conversion Shares will be,
upon issuance in accordance with the provisions of the Indenture, duly
authorized, validly issued, fully paid and non-assessable. Notices to Holders of
Common Stock will be given by the Company by mail to the addresses of such
Holders as they appear in the books and records of the Company.
PREFERRED STOCK
The Company has authorized 25 million shares of Preferred Stock, $.01 par
value per share. The Company may issue shares of Preferred Stock in one or more
series as may be determined by the Company's Board of Directors, who may
establish, from time to time, the number of shares to be included in each
series, may fix the designation, powers, preferences and rights of the shares of
each such series and any qualifications, limitations or restrictions thereof,
and may increase or decrease the number of shares of any such series without any
further vote or action by the shareholders. Any Preferred Stock so issued by the
Board of Directors may rank senior to the Common Stock with respect to the
payment of dividends or upon liquidation, dissolution or winding up of the
Company, or both. In addition, any such shares of Preferred Stock may have class
or series voting rights. Under certain circumstances the issuance of Preferred
Stock or the existence of the unissued Preferred Stock may tend to discourage or
render more difficult a merger or other change in control of the Company. No
shares of Preferred Stock currently are outstanding, and the Company has no
current plans to issue Preferred Stock.
CERTAIN ARTICLES OF INCORPORATION AND BYLAWS PROVISIONS HAVING POTENTIAL
ANTI-TAKEOVER EFFECTS
General
A number of provisions of the Company's Articles of Incorporation and
Bylaws address matters of corporate governance and the rights of shareholders.
The following summary of such provisions is not intended to be complete and is
qualified in all respects by the Company's Articles of Incorporation and Bylaws.
Certain of these provisions, as well as the ability of the Board of Directors to
issue shares of Preferred Stock and to set the voting rights, preferences and
other terms thereof, may delay or prevent takeover attempts not first approved
by the Board of Directors (including takeovers which certain shareholders may
deem to be in their best interests). These provisions also could delay or
frustrate the removal of incumbent directors or the assumption of control by
shareholders. All references to the Company's Articles of Incorporation refer to
the Company's Amended and Restated Articles of Incorporation as in effect on the
date of this Prospectus.
33
<PAGE> 35
Classification of Board of Directors
The Articles of Incorporation provide that the Board of Directors of the
Company is divided into three classes as nearly equal in number as possible. The
directors of each class will serve a term of three years. As a result of the
classification of the Board of Directors, approximately one-third of the members
of the Board of Directors will be elected each year, and, two annual meetings
will be required for the Company's shareholders to change a majority of the
members constituting the Board of Directors.
Nomination and Removal of Directors; Filling Vacancies
The Company's Bylaws provide that nominations to the Board of Directors may
only be made by the Board of Directors, a nominating committee of the Board or
by any shareholder entitled to vote in elections of directors who complies with
certain notice procedures. In addition, the Articles of Incorporation provide
that (i) a director may be removed by the shareholders only upon the affirmative
vote of the holders of two-thirds of the voting power of all shares of capital
stock entitled to vote generally in the election of directors and (ii) vacancies
on the Board of Directors may be filled only by the Board of Directors. The
purpose of this provision is to prevent a majority shareholder from
circumventing the classified board system by removing directors and filling the
vacancies with new individuals selected by that shareholder. Accordingly, the
provision may have the effect of impeding efforts to gain control of the Board
by anyone who obtains a controlling interest in the Company's Common Stock.
Amendment of Articles of Incorporation
The Articles of Incorporation of the Company provide that amendments to the
Articles of Incorporation may be adopted only upon the affirmative vote of the
holders of at least two-thirds of the voting power of all shares of capital
stock of the Company entitled to vote thereon. However, if such amendment has
received the prior approval by an affirmative vote of a majority of
Disinterested Directors, as defined below, then the affirmative vote of the
holders of at least a majority of the voting power of all shares of capital
stock of the Company entitled to vote thereon, or such greater percentage
approval as required by North Carolina law, is sufficient to adopt such
amendment. A Disinterested Director is defined as any member of the Board of
Directors who is unaffiliated with, and not a nominee of, a Control Person, as
defined below, and was a member of the Board of Directors prior to the time a
Control Person became such, and any successor of a Disinterested Director who is
unaffiliated with, and not a nominee of, a Control Person, who is recommended to
succeed a Disinterested Director by a majority of Disinterested Directors then
on the Board of Directors. A Control Person is defined as any corporation,
person, group, or other entity, which together with its affiliates, prior to a
Business Combination, as defined below, beneficially owns 10% or more of the
shares of any class of equity or convertible securities of the Company, and any
affiliate of any such corporation, person, group, or other entity; provided,
however, any corporation, person, group or other entity which, together with its
affiliates, prior to January 1, 1994 beneficially owned 10% or more of the
shares of any class of equity or convertible securities of the Company, and any
affiliate of any such party is not considered to be a Control Person.
Amendment of Bylaws
Subject to certain restrictions described below, either the Board of
Directors or the shareholders of the Company may amend the Company's Bylaws. The
Board of Directors may amend the Bylaws and adopt new Bylaws except that: (i) a
bylaw adopted, amended, or repealed by the shareholders may not be readopted,
amended, or repealed by the Board of Directors if neither the Articles of
Incorporation nor a bylaw adopted by the shareholders authorizes the Board of
Directors to adopt, amend, or repeal that particular bylaw or the Bylaws
generally; (ii) a bylaw that fixes a greater quorum or voting requirement for
the Board of Directors may not be adopted by the Board of Directors by a vote of
less than a majority of the directors then in office and may not itself be
amended by a quorum or vote of directors less than the quorum or vote therein
prescribed or prescribed by a bylaw adopted or amended by the shareholders; and
(iii) if a bylaw fixing a greater quorum or voting requirement for the Board of
Directors is originally adopted by the shareholders, it may be amended or
repealed only by the shareholders, unless the Bylaws
34
<PAGE> 36
permit amendment or repeal by the Board of Directors. The shareholders of the
Company generally may adopt, amend, or repeal the Bylaws upon the affirmative
vote of the holders of two-thirds of the voting power of all shares of capital
stock entitled to vote thereon.
Supermajority Vote Requirement
The Articles of Incorporation of the Company provide that, unless otherwise
more restrictively required by applicable law, any Business Combination, as
defined below, must be approved by a majority of a quorum of the Board of
Directors and must receive the level of shareholder approval, if any, as
follows: (i) to the extent shareholder approval is otherwise required by law, by
an affirmative vote of the shareholders holding at least a majority of the
shares of capital stock of the Company entitled to vote thereon, provided that
such Business Combination has been approved by an affirmative vote of at least
two-thirds of the full Board of Directors before such Business Combination is
submitted for approval to the shareholders or (ii) by an affirmative vote of the
shareholders holding at least two-thirds of the shares of capital stock of the
Company entitled to vote thereon, provided that such Business Combination has
been approved by an affirmative vote of at least a majority of a quorum of the
Board of Directors (but less than two-thirds of the full Board of Directors). In
addition, if the Business Combination is approved by the affirmative vote of the
shareholders holding at least two-thirds of the shares of Common Stock entitled
to vote and by a majority of a quorum of the Board of Directors but less than
two-thirds of the full Board of Directors, the Business Combination must grant
to shareholders not voting to approve the Business Combination certain "fair
price" rights.
The Company's Articles of Incorporation define a Business Combination as
(i) any merger or consolidation of the Company into any other corporation,
person, group, or other entity where the Company is not the surviving or
resulting entity; (ii) any merger or consolidation of the Company with or into
any Control Person or with any corporation, person, group or other entity where
the merger or consolidation is proposed by or on behalf of a Control Person;
(iii) any sale, lease, exchange, or other disposition of all or substantially
all of the assets of the Company; (iv) any sale, lease, exchange, or other
disposition of more than 10% of the total assets of the Company to a Control
Person; (v) the issuance of any securities of the Company to a Control Person;
(vi) the acquisition by the Company of any securities of a Control Person unless
such acquisition begins prior to the person becoming a Control Person or is an
attempt to prevent the Control Person from obtaining greater control of the
Company; (vii) the acquisition by the Company of all or substantially all of the
assets of any Control Person or any entity where the acquisition is proposed by
or on behalf of a Control Person; (viii) the adoption of any plan or proposal
for the liquidation or dissolution of the Company which is proposed by or on
behalf of a Control Person; (ix) any reclassification of securities or
recapitalization of the Company which has the effect of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Company which is beneficially owned or controlled
by a Control Person; (x) any of the above transactions which are between the
Company and any of its subsidiaries and which are proposed by or on behalf of
any Control Person; or (xi) any agreement, plan, contract, or other arrangement
providing for any of the above transactions.
The requirement of a supermajority vote of shareholders to approve certain
business transactions, as described above, may discourage a change in control of
the Company by allowing shareholders holding less than a majority of the shares
of Common Stock to prevent a transaction favored by shareholders holding a
majority of such shares. Also, in some circumstances, the Board of Directors
could cause a two-thirds vote to be required to approve a transaction thereby
enabling management to retain control over the affairs of the Company and their
positions with the Company.
Fair Price Provision
The "fair price" provision of the Company's Articles of Incorporation
applies to Business Combinations which have not received the approval of
two-thirds of the full Board of Directors and only to shareholders who vote
against such Business Combinations and who elect to sell their shares to the
Company for cash at their fair price. This "fair price" provision requires that
the consideration for such
35
<PAGE> 37
shares be paid in cash by the Company and that the price per share be at least
equal to the greater of the following:
(i) The highest price per share paid for the Company's Common Stock
during the four years immediately preceding the Business Combination vote
by any shareholder who beneficially owned five percent or more of the
Company's Common Stock and who votes in favor of the Business Combination;
(ii) The cash value of the highest price per share previously offered
pursuant to a tender offer to the shareholders of the Company within the
four years immediately preceding the Business Combination vote; or
(iii) The highest price per share, including commissions and fees,
paid by a Control Person in acquiring any of its holdings of the Company's
Common Stock.
The fair price provision is intended to prevent some of the potential
inequities of two-step takeover attempts by encouraging negotiations with the
Company. However, some shareholders may find the fair price provision
disadvantageous to the extent it discourages changes in control in which
shareholders might receive for at least some of their shares a substantial
premium above the market price at the time an acquisition transaction is made.
The Company is not aware of any pending or threatened effort to acquire
control of the Company or to change management. The Board of Directors does not
presently intend to propose any additional anti-takeover provisions.
Constituencies
The Company's Articles of Incorporation expressly authorize the Board of
Directors of the Company, any committee of the Board of Directors, or any
individual director in determining what is in the best interest of the Company
and its shareholders, to consider, in addition to the long-term and short-term
interests of the shareholders, the social and economic effects of the matter to
be considered on the Company and its subsidiaries, their employees, clients,
creditors, and the communities in which the Company and its subsidiaries operate
or are located. When evaluating a business combination or a proposal by another
person to make a business combination or a tender offer or any other proposal
relating to a potential change in control of the Company, the Board of Directors
may consider such matters as the business and financial condition and earnings
prospects of the acquiring person, and the possible effect of such condition
upon the Company and its subsidiaries and the communities in which the Company
and its subsidiaries operate, the competence, experience, and integrity of the
acquiring person and its management and the prospects for successful conclusion
of the business combination, offer or proposal. The consideration of any of the
above factors is completely discretionary with the Company's Board of Directors.
The constituency provision of the Company's Articles of Incorporation may
discourage or make more difficult certain acquisition proposals or business
combinations and therefore, may adversely affect the ability of shareholders to
benefit from certain transactions opposed by the Company's Board of Directors.
Special Meetings of Shareholders
The Company's Bylaws provide that special meetings of shareholders may be
called only by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President or holders of 25% or more of the voting power
of the outstanding shares of the Company. As a result, this provision would
prevent shareholders owning less than 25% of the voting power of the outstanding
Common Stock from compelling shareholder consideration of any proposal (such as
a proposal for a Business Combination) over the opposition of the Company's
Board of Directors.
36
<PAGE> 38
Shareholder Proposals
The Company's Bylaws provide that shareholders who desire to bring any
business before a meeting of shareholders must follow specified procedures,
including advance written notice to the Company. The shareholder proposal
provision may make it more difficult for shareholder proposals to be considered
at shareholder meetings.
Transfer Agent and Registrar
The Company's transfer agent and registrar for its Common Stock is First
Union National Bank of North Carolina, Charlotte, North Carolina.
LEGAL MATTERS
The validity of the Notes and of the Common Stock issuable upon conversion
thereof offered hereby will be passed upon for the Company by Smith, Anderson,
Blount, Dorsett, Mitchell & Jernigan, L.L.P., Raleigh, North Carolina.
EXPERTS
The consolidated financial statements of the Company incorporated herein by
reference from the Company's Current Report on Form 8-K dated October 17, 1997,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference,
which, as to the years 1995 and 1994, are based in part on the reports of other
independent auditors. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
FORWARD LOOKING STATEMENTS
Information set forth in this Prospectus or incorporated by reference
herein contains various "forward looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act, which
statements represent the Company's reasonable judgment concerning the future and
are subject to risks and uncertainties that could cause the Company's actual and
operating results and financial position to differ materially. Such forward
looking statements can be identified by the use of forward looking terminology,
such as "may," "will," "expect," "anticipate," "estimate," "believe" or
"continue" or the negative thereof or comparable terminology.
The Company cautions that any such forward looking statements are further
qualified by important factors that could cause the Company's actual operating
results to differ materially from those in the forward-looking statements,
including, without limitation those set forth in this Prospectus under "Risk
Factors" and other cautionary elements specified in documents incorporated by
reference in this Prospectus.
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<PAGE> 39
APPENDIX A
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Marine Midland Bank, as Trustee
Quintiles Transnational Corp.
c/o Marine Midland Bank
140 Broadway, 12th Floor
New York, New York 10005
Attention: Corporate Trust Services -- Quintiles
Re: Quintiles Transnational Corp. (the "Company") 4.25% Convertible
Subordinated Notes due May 31, 2000 (the "Notes")
Dear Sirs:
Please be advised that has
transferred $ aggregate principal amount of the above-referenced Notes,
or number of shares of the Company's Common Stock, par value $0.01 per
share (the "Common Stock"), issued upon conversion of the Notes, pursuant to an
effective Registration Statement on Form S-3 (File No. 333- ) filed by
the Company.
We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes or Common Stock is named as a "Selling Holder" in
the Prospectus dated , 1997 or in supplements thereto, and that the
aggregate principal amount of the Notes or shares of Common Stock transferred
are (or are included in) the Notes or shares of Common Stock listed in such
Prospectus opposite such owner's name.
Dated:
Very truly yours,
------------------------------------
(Name)
By: ------------------------------------
(Authorized Signature)
A-1
<PAGE> 40
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES BY ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Summary............................... 3
Risk Factors.......................... 6
Ratio of Earnings to Fixed Charges.... 10
The Company........................... 11
Use of Proceeds....................... 11
Selling Holders....................... 12
Plan of Distribution.................. 13
Description of Notes.................. 15
Certain Federal Income Tax
Considerations...................... 31
Description of Capital Stock.......... 33
Legal Matters......................... 37
Experts............................... 37
Forward Looking Statements............ 37
Appendix A............................ A-1
</TABLE>
======================================================
======================================================
QUINTILES TRANSNATIONAL CORP.
---------------------
PROSPECTUS
---------------------
, 1997
======================================================
<PAGE> 41
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered. Goldman, Sachs & Co. has agreed to reimburse the Company
approximately $ for its out-of-pocket expense.
<TABLE>
<CAPTION>
TOTAL PORTION REIMBURSED
-------- ------------------
<S> <C> <C>
SEC Registration Fee.................................. $ 11,130 $ 9,000
Nasdaq Listing Fee.................................... 8,877* --
Legal Fees and Expenses............................... 10,000 7,000
Accounting Fees and Expenses.......................... 53,000 42,000
Printing and Engraving Expenses....................... 17,500 12,000
Miscellaneous Expenses................................ 493 --
-------- --------
Total....................................... $101,000 $ 70,000
======== ========
</TABLE>
- ---------------
* Payable upon official notice of the first conversion.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation
Act permit a corporation to indemnify its directors, officers, employees or
agents under either or both a statutory or non-statutory scheme of
indemnification. Under the statutory scheme, a corporation may, with certain
exceptions, indemnify a director, officer, employee or agent of the corporation
who was, is, or is threatened to be made, a party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative, or investigative, because of the fact that such person was a
director, officer, agent or employee of the corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. This indemnity may include the obligation to
pay any judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan) and reasonable expenses incurred in
connection with the proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, agent or employee
(i) conducted himself in good faith, (ii) reasonably believed (1) that any
action taken in his official capacity with the corporation was in the best
interest of the corporation or (2) that in all other cases his conduct at least
was not opposed to the corporation's best interest, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
accordance with Section 55-8-55. A corporation may not indemnify a director
under the statutory scheme in connection with the proceeding by or in the right
of the corporation in which the director was adjudged liable to the corporation
or in connection with the proceeding in which a director was adjudged liable on
the basis of having received an improper personal benefit.
In addition to, and separate and apart from the indemnification described
above under the statutory scheme, Section 55-8-57 of the North Carolina Business
Corporation Act permits a corporation to indemnify or agree to indemnify any of
its directors, officers, employees or agents against liability and expenses
(including attorney's fees) in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation. The
Company's bylaws provide for indemnification to the fullest extent permitted
under the North Carolina Business Corporation
II-1
<PAGE> 42
Act, provided, however, that the Company will indemnify any person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors of the Company.
Accordingly, the Company may indemnify its directors, officers, and employees in
accordance with either the statutory or non-statutory standard.
Sections 55-8-52 and 55-8-56 of the North Carolina Business Corporation Act
require a corporation, unless its articles of incorporation provide otherwise,
to indemnify a director or officer who has been wholly successful, on the merits
or otherwise, in the defense of any proceeding to which such director or officer
was a party. Unless prohibited by the articles of incorporation, a director or
officer also may make application and obtain court-ordered indemnification if
the court determines that such director or officer is fairly and reasonably
entitled to such indemnification as provided in Sections 55-8-54 and 55-8-56.
Finally, Section 55-8-57 of the North Carolina Business Corporation Act
provides that a corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such persons, whether or not
the corporation is otherwise authorized by the North Carolina Business
Corporation Act to indemnify such party. The Company's directors and officers
are currently covered under directors' and officers' insurance policies
maintained by the Company.
As permitted by North Carolina law, Article XI of the Company's Articles of
Incorporation limits the personal liability of directors for monetary damages
for breaches of duty as a director, provided that such limitation will not apply
to (i) acts or omissions that the director at the time of the breach knew or
believed were clearly in conflict with the best interests of the Company, (ii)
any liability for unlawful distributions under Section 55-8-33 of the North
Carolina Business Corporation Act, (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.
II-2
<PAGE> 43
ITEM 16. EXHIBITS
The following documents (unless indicated) are filed herewith and made a
part of this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
4.01(1) Specimen Common Stock Certificate
4.02(2) Amended and Restated Articles of Incorporation
4.03(3) Amended and Restated Bylaws
4.04(4) Indenture, dated as of May 17, 1996, between the Company and
Marine Midland Bank, as Trustee, with respect to the
Company's 4.25% Convertible Subordinated Notes due May 31,
2000
4.05(2) Form of the Company's 4.25% Convertible Subordinated Notes
in Unrestricted Global Form
4.06(2) Form of the Company's 4.25% Convertible Subordinated Notes
in Certificated Form
5.01 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
12.01 Computation of Ratio of Earnings to Fixed Charges
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 (included on signature page hereof)
25.01 Statement of Eligibility of Trustee
99.01(4) Registration Rights Agreement, dated as of May 17, 1996, by
and among the Company, Goldman Sachs International and Smith
Barney Inc.
</TABLE>
- ---------------
(1) Exhibit to the Company's Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission (Registration No. 33-75766)
effective April 20, 1994 and incorporated herein by reference.
(2) Exhibit to the Company's Registration Statement on Form S-3 as filed with
the Securities and Exchange Commission (Registration No. 333-19009)
effective February 21, 1997 and incorporated herein by reference.
(3) Exhibit to the Company's Annual Report on Form 10-K (as amended by Form
10-K/A on May 16, 1996) as filed with the Securities and Exchange
Commission on March 25, 1996 and incorporated herein by reference.
(4) Exhibit to the Company's Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on August 14, 1996 and incorporated
herein by reference.
II-3
<PAGE> 44
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file during, any period in which offers and sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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 end of the estimated
maximum offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
(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.
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 and 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.
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.
II-4
<PAGE> 45
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 November 18, 1997.
QUINTILES TRANSNATIONAL CORP.
By: /s/ DENNIS B. GILLINGS
------------------------------------
Dennis B. Gillings
Chairman of the Board of Directors
and Chief Executive Officer
II-5
<PAGE> 46
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis B. Gillings and Rachel R. Selisker and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement on Form
S-3 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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 for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons as of
November 18, 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
/s/ SANTO J. COSTA President, Chief Operating Officer and
- ----------------------------------------------------- Director
Santo J. Costa
/s/ RACHEL R. SELISKER Chief Financial Officer, Executive Vice
- ----------------------------------------------------- President Finance, and Director (Principal
Rachel R. Selisker Accounting and Financial Officer)
/s/ PAUL KNOTT Director
- -----------------------------------------------------
Paul Knott
/s/ LUDO J. REYNDERS Director
- -----------------------------------------------------
Ludo J. Reynders
Director
- -----------------------------------------------------
Virginia V. Weldon
/s/ CHESTER W. DOUGLASS Director
- -----------------------------------------------------
Chester W. Douglass
/s/ ARTHUR M. PAPPAS Director
- -----------------------------------------------------
Arthur M. Pappas
/s/ ROBERT C. BISHOP Director
- -----------------------------------------------------
Robert C. Bishop
/s/ LAWRENCE LEWIN Director
- -----------------------------------------------------
Lawrence Lewin
/s/ VAUGHN D. BRYSON Director
- -----------------------------------------------------
Vaughn D. Bryson
Director
- -----------------------------------------------------
Eric J. Topol
Director
- -----------------------------------------------------
David F. White
</TABLE>
II-6
<PAGE> 47
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
4.01(1) Specimen Common Stock Certificate
4.02(2) Amended and Restated Articles of Incorporation
4.03(3) Amended and Restated Bylaws
4.04(4) Indenture, dated as of May 17, 1996, between the Company and
Marine Midland Bank, as Trustee, with respect to the
Company's 4.25% Convertible Subordinated Notes due May 31,
2000
4.05(2) Form of the Company's 4.25% Convertible Subordinated Notes
in Unrestricted Global Form
4.06(2) Form of the Company's 4.25% Convertible Subordinated Notes
in Certificated Form
5.01 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
12.01 Computation of Ratio of Earnings to Fixed Charges
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 (included on signature page hereof)
25.01 Statement of Eligibility of Trustee
99.01(4) Registration Rights Agreement, dated as of May 17, 1996, by
and among the Company, Goldman Sachs International and Smith
Barney Inc.
</TABLE>
- ---------------
(1) Exhibit to the Company's Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission (Registration No. 33-75766)
effective April 20, 1994 and incorporated herein by reference.
(2) Exhibit to the Company's Registration Statement on Form S-3 as filed with
the Securities and Exchange Commission (Registration No. 333-19009)
effective February 21, 1997 and incorporated herein by reference.
(3) Exhibit to the Company's Annual Report on Form 10-K (as amended by Form
10-K/A on May 16, 1996) as filed with the Securities and Exchange
Commission on March 25, 1996 and incorporated herein by reference.
(4) Exhibit to the Company's Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on August 14, 1996 and incorporated
herein by reference.
<PAGE> 1
Exhibit 5.01
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, NC 27601
Phone: (919) 821-1220
Fax: (919) 821-6800
November 18, 1997
Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 300
Durham, North Carolina 27703
Ladies and Gentlemen:
As counsel for Quintiles Transnational Corp. (the "Company"), we
furnish the following opinion in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), relating to the registration for the accounts
of the holders named in the Registration Statement of (a) $36,730,000 principal
amount of the Company's 4.25% Convertible Subordinated Notes Due May 31, 2000
(the "Notes") and (b) 443,867 shares (as such number may be adjusted from time
to time for stock splits, stock dividends, subdivisions, combinations or upon
the occurrence of such other events described in the Indenture) (the "Shares")
of the Company's common stock, par value $.01 per share, that are issuable by
the Company upon conversion of the Notes. The Notes have been issued pursuant
to an Indenture entered into between the Company and Marine Midland Bank, as
trustee (the "Indenture"). This opinion is furnished pursuant to the
requirement of Item 601(b)(5) of Regulation S-K under the Act.
We have examined the Amended and Restated Articles of Incorporation, as
amended, and the Amended and Restated Bylaws of the Company, the Indenture, the
Registration Statement, the minutes of meetings of the Company's Board of
Directors, and such other corporate records of the Company and other documents
<PAGE> 2
Quintiles Transnational Corp.
November 18, 1997
Page 2
and have made such examinations of law as we have deemed relevant for purposes
of this opinion.
Based on and subject to the foregoing and to the additional
qualifications set forth below, it is our opinion that (a) the Notes that are
being offered pursuant to the Registration Statement have been legally issued in
accordance with the Indenture and, assuming due delivery against payment
therefor when the Notes were issued, are binding obligations of the Company,
and (b) the Shares, when issued by the Company in accordance with the Company's
Amended and Restated Articles of Incorporation, as amended, and its Amended and
Restated Bylaws, will be legally issued and, assuming due delivery against
payment therefor when the Shares are issued upon the conversion of the Notes,
will be fully paid and nonassessable
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters" and to the filing of this opinion as
an exhibit 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 pursuant
to the Act.
This opinion is limited to the laws of the State of North Carolina and
no opinion is expressed as to the laws of any other jurisdiction, including
without limitation, with respect to the enforceability of the Indenture and the
Notes under New York law.
The opinion expressed herein does not extend to compliance with federal
and state securities laws relating to the sale of the Notes or the Shares.
Our opinion is as of the date hereof, and we do not undertake to advise
you of matters which might come to our attention subsequent to the date hereof
that may affect our legal opinion expressed herein.
Sincerely yours,
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
<PAGE> 1
EXHIBIT 12.01
Quintiles Transnational Corp.
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
For the Nine
For the year ended December 31, (1) Months Ended (2)
------------------------------------------------ ------------------
1992 1993 1994 1995 1996 September 30, 1997
-------- -------- -------- -------- -------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income $6,773 $ 9,037 $16,045 $25,361 $22,897 $60,651
Interest 1,285 2,686 2,795 3,765 8,908 6,014
Interest portion of rental expense 362 654 762 1,096 2,208 2,030
Amortization of debt expense and
discount and premium 0 0 0 0 618 770
------ ------- ------- ------- ------- -------
Adjusted earnings $8,420 $12,377 $19,602 $30,222 $34,631 $69,465
====== ======= ======= ======= ======= =======
Interest $1,285 $ 2,686 $ 2,795 $ 3,765 $ 8,908 $ 6,014
Interest portion of rental expense 362 654 762 1,096 2,208 2,030
Amortization of debt expense and
discount and premium 0 0 0 0 618 770
------ ------- ------- ------- ------- -------
Fixed charges $1,647 $ 3,340 $ 3,557 $ 4,861 $11,734 $ 8,814
====== ======= ======= ======= ======= =======
Ratio of earnings to fixed charges 5.11 3.71 5.51 6.22 2.95 7.88
====== ======= ======= ======= ======= =======
</TABLE>
(1) Computations include all periods presented for Quintiles Transnational Corp.
restated to include the effects of the pooling of interests mergers with
Action International Marketing Services Limited, CerebroVascular Advances,
Inc., and Clindepharm International (Pty) Limited.
(2) Computations include Quintiles Transnational Corp. restated to include the
effects of the pooling of interests transactions with Butler Communications
Inc., Action International Marketing Services Limited, CerebroVascular
Advances, Inc., Intelligent Imaging,Inc., Clindepharm International (Pty)
Limited and Rapid Deployment Services.
<PAGE> 2
EXHIBIT 12.01
(Continued)
Quintiles Transnational Corp.
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
For the Nine
For the year ended December 31, (1) Months Ended (3)
------------------------------------------------ ------------------
1992 1993 1994 1995 1996 (2) September 30, 1997
-------- -------- -------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income $6,773 $ 9,037 $16,045 $25,361 $50,744 $60,651
Interest 1,285 2,686 2,795 3,765 8,908 6,014
Interest portion of rental expense 362 654 762 1,096 2,208 2,030
Amortization of debt expense and
discount and premium 0 0 0 0 618 770
------ ------- ------- ------- ------- -------
Adjusted earnings $8,420 $12,377 $19,602 $30,222 $62,478 $69,465
====== ======= ======= ======= ======= =======
Interest $1,285 $ 2,686 $ 2,795 $ 3,765 $ 8,908 $ 6,014
Interest portion of rental expense 362 654 762 1,096 2,208 2,030
Amortization of debt expense and
discount and premium 0 0 0 0 618 770
------ ------- ------- ------- ------- -------
Fixed charges $1,647 $ 3,340 $ 3,557 $ 4,861 $11,734 $ 8,814
====== ======= ======= ======= ======= =======
Ratio of earnings to fixed charges 5.11 3.71 5.51 6.22 5.32 7.88
====== ======= ======= ======= ======= =======
</TABLE>
(1) Computations include all periods presented for Quintiles Transnational Corp.
restated to include the effects of the pooling of interests mergers with
Action International Marketing Services Limited, CerebroVascular Advances,
Inc., and Clindepharm International (Pty) Limited.
(2) Excludes non-recurring charges for transaction and restructuring costs of
$27.8 million in 1996.
(3) Computations include Quintiles Transnational Corp. restated to include the
effects of the pooling of interests transactions with Butler Communications
Inc., Action International Marketing Services Limited, CerebroVascular
Advances, Inc., Intelligent Imaging,Inc., Clindepharm International (Pty)
Limited and Rapid Deployment Services.
<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) and related Prospectus of Quintiles
Transnational Corp. for the registration of up to $36,730,000 aggregate
principal amount of its 4.25% Convertible Subordinated Notes Due May 31, 2000
and 443,867 shares of its common stock and to the incorporation by reference
therein of our report dated October 14, 1997 with respect to the consolidated
financial statements of Quintiles Transnational Corp., included in its Current
Report on Form 8-K dated October 17, 1997 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Raleigh, North Carolina
November 14, 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 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 as an exhibit to Quintiles' Current Report on
Form 8-K dated October 17, 1997.
/s/ Coopers & Lybrand L.L.P.
Rockville, Maryland
November 14, 1997
<PAGE> 1
EXHIBIT 23.03
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 (dated November , 1997) of Quintiles Transnational Corp.
of our report dated 24 July 1996, with respect to the combined balance sheets as
of March 31, 1996 and 1995 and the combined statements of income and cash flows
for each of the years in the three year period ended March 31, 1996 of the
Innovex Companies included in the Current Report on Form 8-K of Quintiles
Transnational Corp. dated October 17, 1997.
/s/ KPMG
Reading, England
November 17, 1997
<PAGE> 1
EXHIBIT 25.01
Conformed Copy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-----------
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
-----------
MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Charles E. Bauer
Vice President
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-1792
(Name, address and telephone number of agent for service)
QUINTILES TRANSNATIONAL CORP.
(Exact name of obligor as specified in its charter)
North Carolina 56-1714315
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4709 Creekstone Drive
Riverbirch Building, Suite 300
Durham, North Carolina 27703-8411
(919) 941-2000 (Zip Code)
(Address of principal executive offices)
4.25% CONVERTIBLE SUBORDINATED NOTES DUE MAY 31, 2000
(Title of Indenture Securities)
<PAGE> 2
General
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
<PAGE> 3
Item 16. List of Exhibits.
Exhibit
T1A(i) * - Copy of the Organization Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of New York
Banking Department dated December 31,
1993 as to the authority of Marine Midland
Bank to commence business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of Marine
Midland Bank as adopted on January 20,
1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank required
by Section 321(b) of the Trust Indenture
Act of 1939.
T1A(vii) - Copy of the latest report of condition of
the trustee (June 30, 1997), published
pursuant to law or the requirement of its
supervisory or examining authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits previously filed with the Securities and Exchange
Commission with Registration No. 33-53693 and incorporated
herein by reference thereto.
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York on the 13th day of November, 1997.
MARINE MIDLAND BANK
By: /s/ Frank J. Godino
-----------------------------
Frank J. Godino
Assistant Vice President
<PAGE> 5
EXHIBIT T1A (VII)
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires March 31, 1999
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
- --------------------------------------------------------------------------------
[1]
THIS FINANCIAL INFORMATION HAS NOT BEEN REVIEWED, OR CONFIRMED
FOR ACCURACY OR RELEVANCE, BY THE FEDERAL RESERVE SYSTEM.
Please refer to page i,
Table of Contents, for the
required disclosure of
estimated burden.
- --------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND
FOREIGN OFFICES--FFIEC 031
(950630)
(RCRI 9999)
REPORT AT THE CLOSE OF BUSINESS JUNE 30, 1997
This report is required by law; 12 U.S.C. ss.324 (State member banks); 12 U.S.C.
ss. 1817 (State nonmember banks); and 12 U.S.C. ss.161 (National banks).
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
- --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
-----------------------------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and believe.
/s/ Gerald A. Ronning
----------------------------------------------
Signature of Officer Authorized to Sign Report
7/25/97
----------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in some
cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
/s/ James H. Cleave
----------------------------------------------
Director (Trustee)
/s/ Bernard J. Kennedy
----------------------------------------------
Director (Trustee)
/s/ Malcolm Burnett
----------------------------------------------
Director (Trustee)
- --------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANK: Return the original and one copy to the appropriate Federal
Reserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
- --------------------------------------------------------------------------------
FDIC Certificate Number 0 0 5 8 9
----- ----- ------ ----- ------
(RCRI 9030)
<PAGE> 6
NOTICE
This form is intended to assist institutions with state publication
requirements. It has not been approved by any state banking authorities. Refer
to your appropriate state banking authorities for your state publication
requirements.
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
Name of Bank City
in the state of New York, at the close of business
June 30, 1997
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances
currency and coin ......................... $ 1,044,050
Interest-bearing balances ................. 2,065,434
Held-to-maturity securities ............... 0
Available-for-sale securities ............. 3,576,879
Federal funds sold and securities purchased
under agreements to resell ................ 3,311,653
Loans and lease financing receivables:
Loans and leases net of unearned
income .................................... 20,801,413
LESS: Allowance for loan and lease
losses .................................... 429,338
LESS: Allocated transfer risk reserve ..... 0
Loans and lease, net of unearned
income, allowance, and reserve ............ 20,372,075
Trading assets ............................ 982,806
Premises and fixed assets (including
capitalized leases) ....................... 221,952
Other real estate owned ...................... 8,293
Investments in unconsolidated
subsidiaries and associated companies ........ 0
Customers' liability to this bank on
acceptances outstanding ...................... 26,490
Intangible assets ............................ 495,034
Other assets ................................. 530,288
Total assets ................................. 32,634,954
LIABILITIES
Deposits:
In domestic offices ....................... 20,705,098
Noninterest-bearing ....................... 4,382,353
<PAGE> 7
Interest-bearing .......................... 16,322,745
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs ....................... 3,458,100
Noninterest-bearing ....................... 0
Interest-bearing .......................... 3,458,100
Federal funds sold and securities purchased
under agreements to resell ................ 3,784,599
Demand notes issued to the U.S. Treasury ..... 300,000
Trading Liabilities .......................... 169,194
Other borrowed money:
With a remaining maturity of one year
or less ................................... 878,716
With a remaining maturity of more than
one year through three years .............. 133,670
With a remaining maturity of more than
three years ............................... 112,907
Bank's liability on acceptances
executed and outstanding ..................... 26,490
Subordinated notes and debentures ............ 497,648
Other liabilities ............................ 336,900
Total liabilities ............................ 30,403,322
Limited-life preferred stock and
related surplus .............................. 0
EQUITY CAPITAL
Perpetual preferred stock and related
surplus ...................................... 0
Common Stock ................................. 205,000
Surplus ...................................... 1,983,530
Undivided profits and capital reserves ....... 38,878
Net unrealized holding gains (losses)
on available-for-sale securities ............. 4,224
Cumulative foreign currency translation
adjustments .................................. 0
Total equity capital ......................... 2,231,632
Total liabilities, limited-life
preferred stock, and equity capital .......... 32,634,954
