<PAGE> 1
As filed with the Securities and Exchange Commission on March 29, 1999
Registration No. 333-
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. NONQUALIFIED STOCK OPTION PLAN
QUINTILES TRANSNATIONAL CORP. EQUITY COMPENSATION PLAN
AMENDED AND RESTATED ENVOY CORPORATION 1995 EMPLOYEE STOCK INCENTIVE PLAN
AMENDED AND RESTATED ENVOY CORPORATION 1995 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
ENVOY CORPORATION 1998 EXPRESSBILL STOCK OPTION PLAN
ENVOY CORPORATION 1998 SYNERGY STOCK OPTION PLAN
ENVOY CORPORATION 1998 STOCK INCENTIVE PLAN
ENVOY CORPORATION 1992 INCENTIVE PLAN
ENVOY CORPORATION 1990 OFFICER AND EMPLOYEE STOCK OPTION PLAN,
AS AMENDED THROUGH MAY 6, 1991
(Full title of the plans)
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) 998-2000
(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
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Proposed
Title of securities to be registered Amount to be maximum offering maximum aggregate Amount of
registered(1) price per share(2) offering price Registration fee
=======================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 10,182,425 $35.4375 $360,839,685.94 $100,313.43
shares
Contingent Value Payments 205,209(3) N/A N/A N/A
=======================================================================================================================
</TABLE>
1 Plus such indeterminate number of shares as may be issued pursuant to certain
anti-dilution provisions contained in the plans.
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
March 24, 1999.
3 The amount of contingent value payments of the registrant to be registered has
been determined based on the maximum number of contingent value payments that
may be issued in connection with the exercise of stock options of the registrant
issued pursuant to the merger of the registrant and Pharmaceutical Marketing
Services Inc.
2
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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 plans 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.
3
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Form 10-Q for the fiscal quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
(3) Current Reports on Form 8-K dated February 2, 1998, February
4, 1998, February 26, 1998, February 26, 1998 (as amended
March 20, 1998 on Form 8-K/A), March 20, 1998, April 22, 1998,
July 22, 1998, October 21, 1998, December 16, 1998, December
17, 1998, January 27, 1999 (as amended on February 17, 1999 on
Form 8-K/A), January 27, 1999, February 17, 1999 and March 3,
1999;
(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 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. has
issued a legal opinion concerning the legality of the shares of Common Stock to
be issued under the plans. Smith Anderson lawyers own in the aggregate
approximately 4,200 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
North Carolina law permits 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, employee or agent 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
(1) conducted himself in good faith, (2) reasonably
4
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believed (a) that any action taken in his official capacity with the corporation
was in the best interest of the corporation or (b) that in all other cases his
conduct at least was not opposed to the corporation's best interest, and (3) 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
corporation's board of directors, a committee of directors, special legal
counsel or the stockholders in accordance with the statute. A corporation may
not indemnify a director under the statutory scheme in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with a 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, North Carolina law permits a
corporation to indemnify or agree to indemnify any of its directors, officers,
employees or agents against liability and expenses (including attorneys' 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.
Quintiles' Bylaws provide for indemnification to the fullest extent
permitted under North Carolina law, provided, however, that Quintiles 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. Accordingly, Quintiles may indemnify its directors, officers, and
employees in accordance with either the statutory or non-statutory standard.
In addition, North Carolina law requires 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.
Finally, North Carolina law 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
under North Carolina law to indemnify such party. Quintiles currently maintains
directors' and officers' insurance policies covering its directors and officers.
As permitted by North Carolina law, Quintiles' Articles of
Incorporation limits the personal liability of directors for monetary damages
for breaches of duty as a director, provided that, under North Carolina law,
such limitation will not apply to (1) acts or omissions that the director at the
time of the breach knew or believed were clearly in conflict with Quintiles'
best interests, (2) any liability for unlawful distributions under North
Carolina law, (3) any transaction from which the director derived an improper
personal benefit or (4) acts or omissions occurring prior to the date the
provision became effective.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed or incorporated by reference as a part
of this registration statement:
Exhibit Description
No. -----------
- -------
4.1(1) Specimen Common Stock Certificate
5
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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 PricewaterhouseCoopers LLP
23.4 Consent of KPMG
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of Ernst & Young LLP
23.7 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of the signature page)
- ---------------------------
(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.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or 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;
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8, or Form F-3 and the
6
<PAGE> 7
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 section 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; and
(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 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.
7
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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 29th day of
March, 1999.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Dennis B. Gillings
----------------------------------
Dennis B. Gillings
Chairman of the Board of Directors
and Chief Executive Officer
8
<PAGE> 9
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 or her true
and lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him or her and in his or her 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
March 29, 1999 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Dennis B. Gillings, Ph.D. 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 (Principal accounting and financial officer)
Rachel R. Selisker
/s/ Robert C. Bishop, Ph.D. Director
- -----------------------------
Robert C. Bishop, Ph.D.
/s/ E. G. F. Brown Director
- -----------------------------
E. G. F. Brown
/s/ Vaughn D. Bryson Director
- -----------------------------
Vaughn D. Bryson
/s/ Chester W. Douglass, Ph.D. Director
- -----------------------------
Chester W. Douglass, Ph.D.
/s/ Lawrence S. Lewin Chief Executive Officer, The Lewin Group, and Director
- -----------------------------
Lawrence S. Lewin
/s/ Ludo J. Reynders, Ph.D. Chief Executive Officer, Quintiles CRO, and Director
- -----------------------------
Ludo J. Reynders, Ph.D.
/s/ Virginia V. Weldon, M.D. Director
- -----------------------------
Virginia V. Weldon, M.D.
/s/ David F. White Chief Executive Officer, Innovex Limited, and Director
- -----------------------------
David F. White
</TABLE>
9
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QUINTILES TRANSNATIONAL CORP.
EXHIBIT INDEX
Exhibit Description
No. -----------
- -------
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 PricewaterhouseCoopers LLP
23.4 Consent of KPMG
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of Ernst & Young LLP
23.7 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of the signature page)
- ---------------------------
(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.
<PAGE> 1
EXHIBIT 5
Opinion of 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
March 29, 1999
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 10,182,425 shares of its common stock, $0.01 par value (the
"Common Stock"), pursuant to the Quintiles Transnational Corp. Nonqualified
Stock Option Plan, the Quintiles Transnational Corp. Equity Compensation Plan,
the Amended and Restated ENVOY Corporation 1995 Employee Stock Incentive Plan,
the Amended and Restated ENVOY Corporation 1995 Stock Option Plan For Outside
Directors, the ENVOY Corporation 1998 ExpressBill Stock Option Plan, the ENVOY
Corporation 1998 Synergy Stock Option Plan, the ENVOY Corporation 1998 Stock
Incentive Plan, the ENVOY Corporation 1992 Incentive Plan, and the ENVOY
Corporation 1990 Officer and Employee Stock Option Plan, as amended through May
6, 1991 (collectively, the "Plans") and up to 205,209 contingent value
payments in connection with the exercise of options issued pursuant to the
merger of the Company and Pharmaceutical Marketing Services Inc. 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 Plans. Based on such examination and such certificate it is our opinion that
the 10,182,425 shares of Common Stock of the Company and the 205,209
contingent value payments, 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 Plans 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.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Quintiles Transnational Corp. on Form S-8, pertaining to the
various Quintiles and Envoy employee stock option and incentive plans, of our
report dated January 26, 1998, except for Note 3, as to which the date is
January 25, 1999, with respect to the consolidated financial statements of
Quintiles Transnational Corp., included in its Current Report on Form 8-K dated
January 27, 1999 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Raleigh, North Carolina
March 25, 1999
<PAGE> 1
EXHIBIT 23.3
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'
Current Report on Form 8-K dated January 27, 1999.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
March 29, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Quintiles Transnational Corp. 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, which report appears in the
Form 8-K of Quintiles Transnational Corp. dated January 27, 1999.
/s/ KPMG
Reading, England
March 29, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Quintiles Transnational Corp. ("Quintiles") on Form S-8 of our
report dated August 14, 1998, except for Note 21, as to which the date is
September 2, 1998, on our audits of the consolidated financial statements of
Pharmaceutical Marketing Services Inc. and Subsidiaries as of June 30, 1998 and
1997 and for each of the years ended June 30, 1998, 1997 and 1996, which report
is included in Quintiles Current Report on Form 8-K/A, as filed February 17,
1999.
/s/ PricewaterhouseCoopers LLP
Stamford, Connecticut
March 29, 1999
<PAGE> 1
EXHIBIT 23.6
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (No. 333- ) of Quintiles Transnational Corp. on Form S-8,
pertaining to the various Quintiles and ENVOY employee stock option and
incentive plans, of our report dated January 29, 1999, with respect to the
consolidated financial statements of ENVOY Corporation included in Quintiles
Transnational Corp.'s Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 17, 1999.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 29, 1999
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 by
Quintiles Transnational Corp., of our report dated February 11, 1998 relating to
the financial statements of Professional Office Services, Inc. as of December
31, 1997 and for each of the two years in the period ended December 31, 1997 and
our report dated January 30, 1998 relating to the financial statements of
XpiData, Inc. as of December 31, 1997 and for each of the two years in the
period ended December 31, 1997 included in Quintiles Transnational Corp.'s
Current Report on Form 8-K, as amended, and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Nashville, Tennessee
March 25, 1999
