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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-38181
Registration No. 333-28919
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 21, 1997
and Prospectus dated July 1, 1997)
2,400,000 Shares
Quintiles Transnational Corp.
COMMON STOCK
------------------------
THE SHARES OFFERED HEREBY ARE OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $.01
PER SHARE (THE "COMMON STOCK"), OF QUINTILES TRANSNATIONAL CORP. (THE "COMPANY")
AND ARE BEING SOLD BY THE SELLING STOCKHOLDERS AS DESCRIBED HEREIN UNDER
"SELLING STOCKHOLDERS." NONE OF THE PROCEEDS FROM THE SALE OF THE SHARES WILL BE
RECEIVED BY THE COMPANY. THE COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL
MARKET UNDER THE SYMBOL "QTRN." ON DECEMBER 3, 1997, THE REPORTED LAST SALE
PRICE OF THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET WAS $39 PER SHARE.
------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING
PROSPECTUS DATED OCTOBER 21, 1997
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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 SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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PRICE $36 7/8 A SHARE
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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDERS(2)
-------- -------------- ---------------
<S> <C> <C> <C>
Per Share................................. $36.875 $.740 $36.135
Total(3).................................. $88,500,000 $1,776,000 $86,724,000
</TABLE>
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(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(2) Before deducting expenses payable by the Selling Stockholders, estimated
at $70,000. The Company will also pay certain expenses of the offering,
estimated at $72,500.
(3) Certain Selling Stockholders have granted to the Underwriter an option,
exercisable within 30 days of the date hereof, to purchase up to an
aggregate of 360,000 additional Shares at the price to public less
underwriting discounts and commissions for the purpose of covering
over-allotments, if any. If the Underwriter exercises such option in
full, the total price to public, underwriting discounts and commissions
and proceeds to Selling Stockholders will be $101,775,000, $2,042,400
and $99,732,600, respectively. See "The Underwriter."
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The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriter named herein and subject to approval of certain legal matters by
Davis Polk & Wardwell, counsel for the Underwriter. It is expected that delivery
of the Shares will be made on or about December 9, 1997 at the office of Morgan
Stanley & Co. Incorporated, New York, N.Y., against payment therefor in
immediately available funds.
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MORGAN STANLEY DEAN WITTER
December 4, 1997
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NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUSES, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE
UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUSES DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DO THEY CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT WITH THE ACCOMPANYING PROSPECTUSES NOR ANY OFFER OR SALE MADE HEREBY
SHALL UNDER ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
Certain persons participating in the offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the Common Stock.
Specifically, the Underwriter may overallot in connection with the offering, and
may bid for, and purchase, shares of the Common Stock in the open market. For a
description of these activities, see "The Underwriter."
SUPERSEDED INFORMATION IN
DOCUMENTS INCORPORATED BY REFERENCE
On October 17, 1997 the Company filed a report on Form 8-K (the "October
1997 8-K") in connection with certain acquisitions accounted for as poolings of
interests. The October 1997 8-K restates certain of the Company's historical
consolidated financial data and contains a restated Management's Discussion and
Analysis of Financial Condition and Results of Operation. Accordingly, each of
(i) the Company's audited consolidated balance sheets as of December 31, 1996
and 1995, and the related statements of income, shareholders' equity and cash
flows for the years ended December 31, 1996, 1995 and 1994, incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (the "1996 10-K") from the Company's 1996 Annual Report to
Shareholders and contained in the Company's Current Report on Form 8-K dated
February 7, 1997, (ii) the Company's selected consolidated financial data for
the years ended December 31, 1996 through 1992 incorporated by reference in the
1996 10-K from the Company's 1996 Annual Report to Shareholders, (iii) the
Company's unaudited balance sheets as of March 31, 1997 and June 30, 1997 and
related statements of income and cash flows for the three months ended March 31,
1997 and 1996 and the three and six months ended June 30, 1997 and 1996, set
forth in the Company's Quarterly Reports on Form 10-Q for the quarterly period
ended June 30, 1997 (the "June 1997 10-Q") and for the quarterly period ended
March 31, 1997 (the "March 1997 10-Q") and (iv) the information set forth under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" incorporated by reference in the 1996 10-K and contained
in the March 1997 10-Q and the June 1997 10-Q have been superseded by the
information contained in the October 1997 8-K.
STOCK SPLIT
On December 1, 1997 the Company effected a two-for-one stock split paid in
the form of a stock dividend. The stock split has been reflected in this
Prospectus Supplement; however, the stock split is not reflected in the
accompanying Prospectuses or the information presented in any of the Company's
reports on Form 10-K, Form 10-Q or Form 8-K filed prior to December 1, 1997 and
incorporated by reference in the accompanying Prospectuses.
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SELLING STOCKHOLDERS
The following table identifies the Selling Stockholders and sets forth the
number of shares of Common Stock to be sold by each Selling Stockholder as well
as the number of shares beneficially owned before and after the offering. All
share ownership numbers reflect the two-for-one stock split effective December
1, 1997.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING SHARES AFTER OFFERING
-------------------------- BEING -------------------------
NAME NUMBER PERCENT(1) OFFERED NUMBER PERCENT(1)
- ---- ----------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Barrie S. Haigh..................... 9,249,986(2) 12.5 1,575,632 6,849,986(3) 9.3
Stella D. Haigh..................... 9,249,986(4) 12.5 400,000 6,849,986(5) 9.3
The Barrie Haigh Children's
Settlement No. 1 (1991)........... 200,000 * 200,000 -- --
The Barrie Haigh Children's
Settlement No. 2 (1993)........... 224,368 * 224,368 -- --
---------
Total..................... 2,400,000
</TABLE>
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* Less than one percent.
(1) Based on 73,842,744 shares of Common Stock outstanding as of December 2,
1997.
(2) Includes 924,370 shares held by Mr. Haigh's wife, Stella D. Haigh, 200,000
shares held by the Barrie Haigh Children's Settlement No. 1 (1991) and
224,368 shares held by the Barrie Haigh Children's Settlement No. 2 (1993).
(3) Includes 524,370 shares held by Mr. Haigh's wife, Stella D. Haigh.
(4) Includes 7,901,248 shares held by Mrs. Haigh's husband, Barrie S. Haigh,
200,000 shares held by the Barrie Haigh Children's Settlement No. 1 (1991)
and 224,368 shares held by the Barrie Haigh Children's Settlement No. 2
(1993).
(5) Includes 6,325,616 shares held by Mrs. Haigh's husband, Barrie S. Haigh.
From November 29, 1996 until July 31, 1997, Mr. Haigh served as Vice
Chairman of the Board of Directors and Chief Customer Officer of the Company.
Barrie S. Haigh and Stella D. Haigh have also granted the Underwriter an option
to purchase up to an additional 300,000 and 60,000 shares, respectively, for the
purpose of covering over-allotments, if any.
THE UNDERWRITER
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), Morgan Stanley &
Co. Incorporated (the "Underwriter") has agreed to purchase, and the Selling
Stockholders have agreed to sell to the Underwriter, the Shares.
The Underwriting Agreement provides that the obligation of the Underwriter
to pay for and accept delivery of the Shares is subject to the approval of
certain legal matters by its counsel and to certain other conditions. The
Underwriter is obligated to take and pay for all the Shares (other than those
covered by the over-allotment option described below) if any are taken.
The Selling Stockholders have agreed that they will not, without the prior
written consent of the Underwriter, directly or indirectly, for a period of 90
days after the date of the Underwriting Agreement, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any Common Stock or
any securities of the Company convertible into or exchangeable or exercisable
for Common Stock or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise; provided that such restrictions shall not
apply to (i) the sale of the Shares under the Underwriting Agreement or (ii)
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after completion of the offering of the Shares.
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The Underwriter initially proposes to offer the Shares directly to the
public at the public offering price set forth on the cover page hereof and to
certain dealers at a price that represents a concession not in excess of $.37 a
Share under the public offering price. After the initial offering of the Shares,
the offering price and other selling terms may from time to time be varied by
the Underwriter.
In order to facilitate the offering of the Shares, the Underwriter may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Shares. Specifically, the Underwriter may overallot in connection with the
offering, creating a short position in the Shares for its own account. In
addition, to cover overallotments or to stabilize the price of the Shares, the
Underwriter may bid for, and purchase, shares of Common Stock in the open
market. Finally, the Underwriter may reclaim selling concessions allowed to a
dealer for distributing the Shares in the offering, if the Underwriter
repurchases previously distributed Shares in transactions to cover short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Shares above independent
market levels. The Underwriter is not required to engage in these activities and
may end any of these activities at any time.
The Company, the Selling Stockholders and the Underwriter have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.,
Raleigh, North Carolina. Certain legal matters in connection with the offering
will be passed upon for the Underwriters by Davis Polk & Wardwell. Davis Polk &
Wardwell will rely on Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P. as to matters of North Carolina law.
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