<PAGE> 1
As filed with the Securities Exchange Commission on August 6, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
Registration Statement
Under
The Securities Act of 1933
QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)
North Carolina 56-1714315
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4709 Creekstone Drive,
Riverbirch Building, Suite 200
Durham, North Carolina 27703-8411
(Address of Principal Executive Offices) (Zip Code)
QUINTILES TRANSNATIONAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Dennis B. Gillings, Ph.D.
Chairman of the Board and Chief Executive Officer
Quintiles Transnational Corp.
4709 Creekstone Drive, Riverbirch Building, Suite 200
Durham, North Carolina 27703-8411
(Name and address of agent for service)
(919) 941-2000
(Telephone number, including area code, of agent for service)
Copy to:
Gerald F. Roach, Esq.
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
Post Office Box 2611
Raleigh, North Carolina 27602-2611
(919) 821-1220
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of
registered(1) offering price per aggregate offering Registration fee
share(2) price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 300,000 shares $44.0625 $13,218,750 $3,899.54
share
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</TABLE>
(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the plan.
(2) Pursuant to Rule 457(c) and (h), based upon the average of the high and
low prices for the Company's Common Stock reported on the Nasdaq Stock
Market on August 5, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this registration statement omits the information specified
in Part I (Items 1 and 2) of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the Plan as
required by Rule 428(b) under the Securities Act. Such documents are not being
filed with the Commission as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed to register an additional 300,000
shares of common stock of Quintiles Transnational Corp. (the "Company") for
issuance under the Company's Employee Stock Purchase Plan (the "ESPP"). A
registration statement relating to the ESPP (Registration No. 333-16553) is
effective, and the contents of such registration statement are incorporated in
this registration statement by reference. In accordance with General Instruction
E of Form S-8, this registration statement contains only such information
required by Form S-8 that is not otherwise included in Registration Statement
No. 333-16553.
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Company with the
Commission and are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(2) Quarterly Reports on Forms 10-Q for the fiscal quarters ended
March 31, 1998 and June 30, 1998;
(3) Current Reports on Form 8-K dated February 2, 1998, February
4, 1998, February 26, 1998, March 2, 1998 (amended March 20,
1998 on Form 8-K/A), March 20, 1998, April 22, 1998 and July
22, 1998;
(4) Registration Statement on Form 8-A filed on February 28, 1994
and amended April 11, 1994 containing a description of the
Common Stock of the Company.
All reports and other documents filed by the Company subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered under the plan have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
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
modified or superseded for purposes of this Registration Statement 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 Registration Statement except as so modified, and any
statement so superseded shall not be deemed to constitute part of this
Registration Statement.
Item 8. Exhibits
The following exhibits are filed or incorporated by reference as a part
of this registration statement:
Exhibit
No. Description
- --- -----------
4.1(1) Specimen Common Stock Certificate
4.2(2) Amended and Restated Articles of Incorporation, as amended
4.3(3) Amended and Restated Bylaws
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P.
3
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23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P. (contained in the opinion submitted as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP
23.3 Consent of KPMG
23.4 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included as part of the signature page)
99(4) Quintiles Transnational Corp. Employee Stock Purchase Plan
- ---------------------------
(1) Exhibit to the Company's Registration Statement on Form S-1, as
amended, as filed with the Commission (Reg. No. 33-75766) effective
April 20, 1994 and incorporated by reference herein.
(2) Exhibit to the Company's Registration Statement on Form S-3, as
amended, as filed with the Commission (Reg. No. 333-19009) effective
February 21, 1997 and incorporated herein by reference.
(3) Exhibit to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, as filed with the Commission on March 25,
1996, as amended on May 16, 1996, and incorporated herein by reference.
(4) Exhibit to the Company's Registration Statement on Form S-8 as filed
with the Commission (Reg. No. 333-16553) effective November 21, 1996,
and incorporated herein by reference.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durham, State of North Carolina, on the 6th day of
August, 1998.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Dennis B. Gillings
------------------------------------
Dennis B. Gillings
Chairman of the Board of Directors
and Chief Executive Officer
5
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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-8 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
August 6, 1998 in the capacities indicated.
Signature Title
--------- -----
/s/ Dennis B. Gillings Chairman of the Board of Directors and
- -------------------------------- Chief Executive Officer
Dennis B. Gillings, Ph.D.
/s/ Rachel R. Selisker Chief Financial Officer, Executive Vice
- -------------------------------- President Finance, and Director
Rachel R. Selisker (Principal accounting and financial officer)
/s/ Robert C. Bishop Director
- --------------------------------
Robert C. Bishop, Ph.D.
Director
- --------------------------------
E. G. F. Brown
/s/ Vaughn D. Bryson Director
- --------------------------------
Vaughn D. Bryson
/s/ Santo J. Costa President, Chief Operating Officer, and
- -------------------------------- Director
Santo J. Costa
/s/ Chester W. Douglass Director
- --------------------------------
Chester W. Douglass, Ph.D.
/s/ Lawrence S. Lewin Chief Executive Officer, The Lewin Group, and
- -------------------------------- Director
Lawrence S. Lewin
/s/ Arthur M. Pappas Director
- --------------------------------
Arthur M. Pappas
Chief Executive Officer, Quintiles CRO, and
- -------------------------------- Director
Ludo J. Reynders, Ph.D.
/s/ Eric J. Topol Director
- --------------------------------
Eric J. Topol, M.D.
Director
- --------------------------------
Virginia V. Weldon, M.D.
Chief Executive Officer, Innovex Limited, and
- -------------------------------- Director
David F. White
6
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QUINTILES TRANSNATIONAL CORP.
EXHIBIT INDEX
Exhibit
No. Description
- --- -----------
4.1(1) Specimen Common Stock Certificate
4.2(2) Amended and Restated Articles of Incorporation, as amended
4.3(3) Amended and Restated Bylaws
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P.
23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P. (contained in the opinion submitted as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP
23.3 Consent of KPMG
23.4 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included as part of the signature page)
99(4) Quintiles Transnational Corp. Employee Stock Purchase Plan
- ---------------------------
(1) Exhibit to the Company's Registration Statement on Form S-1, as
amended, as filed with the Commission (Reg. No. 33-75766) effective
April 20, 1994 and incorporated by reference herein.
(2) Exhibit to the Company's Registration Statement on Form S-3, as
amended, as filed with the Commission (Reg. No. 333-19009) effective
February 21, 1997 and incorporated herein by reference.
(3) Exhibit to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, as filed with the Commission on March 25,
1996, as amended on May 16, 1996, and incorporated herein by reference.
(4) Exhibit to the Company's Registration Statement on Form S-8 as filed
with the Commission (Reg. No. 333-16553) effective November 21, 1996,
and incorporated herein by reference.
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EXHIBIT 5
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
Lawyers
2500 First Union Capitol Center
Raleigh, North Carolina 27601
Phone: 919-821-1220
Fax: 919-821-6800
August 6, 1998
Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 200
Durham, North Carolina 27703-8411
Ladies and Gentlemen:
As counsel for Quintiles Transnational Corp. (the "Company"), we
furnish the following opinion in connection with the proposed issuance by the
Company of up to 300,000 shares of its common stock, $0.01 par value (the
"Common Stock"), pursuant to the Quintiles Transnational Employee Stock Purchase
Plan (the "Plan"). These securities are the subject of a Registration Statement
to be filed by the Company with the Securities and Exchange Commission on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "1933 Act"), to which this opinion is to be attached as an exhibit.
We have examined the Restated Articles of Incorporation and Bylaws of
the Company, the minutes of meetings of its Board of Directors, and such other
corporate records of the Company and other documents and have made such
examinations of law as we have deemed relevant for purposes of this opinion. We
also have received a certificate of an officer of the Company, dated of even
date herewith, relating to the issuance of the Common Stock pursuant to the
Plan. Based on such examination and such certificate it is our opinion that the
300,000 shares of Common Stock of the Company, which are being registered
pursuant to the Registration Statement, may be legally issued in accordance with
the Company's Restated Articles of Incorporation and Bylaws, and when so issued
and duly delivered against payment therefor pursuant to the Plan as described in
the Registration Statement, such shares will be legally issued, fully paid, and
nonassessable.
The opinion expressed herein does not extend to compliance with state
and federal securities laws relating to the sale of these securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement that you are about to file with the Securities and
Exchange Commission. Such consent shall not be deemed to be an admission that
this firm is within the category of persons whose consent is required under
Section 7 of the 1933 Act or the regulations promulgated pursuant to the 1933
Act.
Sincerely yours,
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
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EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 300,000 shares of Common Stock of
Quintiles Transnational Corp. (the "Company") for issuance under the Company's
Employee Stock Purchase Plan, of our report dated January 26, 1998, with respect
to the consolidated financial statements of Quintiles Transnational Corp.
included in its Annual Report (Form 10-K) for the year ended December 31, 1997
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Raleigh, North Carolina
August 6, 1998
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EXHIBIT 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated July 24, 1996, with respect to the audited combined
financial statements of the Innovex Companies for the year ended March 31, 1996,
filed as an exhibit to the Current Report on Form 8-K of Quintiles Transnational
Corp. dated March 20, 1998 and as an exhibit to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.
/s/ KPMG
Reading, England
August 6, 1998
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EXHIBIT 23.4
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement of
Quintiles Transnational Corp. ("Quintiles") on Form S-8 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' Annual Report on
Form 10-K for the year ended December 31, 1997 and Current Report on Form 8-K
dated March 20, 1998.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
August 6, 1998
