<PAGE> 1
DRAFT 12/14/99
As filed with the Securities Exchange Commission on ____________, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
UNITED STATES
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
QUINTILES TRANSNATIONAL CORP. 1999 EMPLOYEE STOCK PURCHASE PLAN
(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.
Stephen G. Driggers, 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 aggregate offering Registration fee
per share(2) price
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 21,474,689 $18.75 $402,650,418.75 $106,299.71
============================================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares as may be issued pursuant to
certain antidilution 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
December 15, 1999.
- -------------------------------------------------------------------------------
<PAGE> 2
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
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company (File No.
000-23520) with the Commission and are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 as amended by Form 10-K/A;
(2) Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
(3) Current Reports on Form 8-K dated January 27, 1999 (as amended
on February 17 on Form 8-K/A), January 27, 1999, February 17,
1999, March 3, 1999, March 29, 1999, April 22, 1999, April 30,
1999, July 15, 1999, July 19, 1999, July 21, 1999, September
16, 1999, October 4, 1999, October 20, 1999 and November 5,
1999;
(4) Registration Statement on Form 8-A dated February 28, 1994 and
amended April 11, 1994 containing a description of the Common
Stock of the Company; and
(5) The description of the rights attached to the Company's Common
Stock contained in the Company's Registration Statement on
Form 8-A dated November 5, 1999.
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
The validity of the securities being registered by this Registration
Statement will be passed upon for the Company by Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, L.L.P., Raleigh, North Carolina. As of the date of
this Registration Statement, certain current individual attorneys with Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., beneficially own an
aggregate of 7,472 shares of Quintiles Transnational Corp. 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
3
<PAGE> 4
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 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
shareholders 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 form 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 Quintiles
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:
4
<PAGE> 5
Exhibit No. Description
- ----------- -----------
4.1 Specimen Common Stock Certificate
4.2(1) Amended and Restated Articles of Incorporation, as amended
4.3(2) Amended and Restated Bylaws, as amended
4.4(3) Rights Agreement dated November 5, 1999 by and between the
Company and First Union Bank as Rights Agent
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 Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of PricewaterhouseCoopers LLP
23.7 Consent of Arthur Andersen LLP
23.8 Consent of KPMG
24 Power of Attorney (included as part of the signature page)
- ---------------------------
(1) Exhibit to the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1999, as filed with the Commission on November 15,
1999.
(2) Exhibit to the Company's Current Report on Form 8-K as filed with the
Commission on November 5, 1999.
(3) Exhibit to the Company's Registration Statement on Form 8-A as filed
with the Commission on November 5, 1999.
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 information required to be included
in a post-effective amendment by
5
<PAGE> 6
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.
6
<PAGE> 7
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 December 16,
1999.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Dennis B. Gillings, Ph.D.
----------------------------------
Dennis B. Gillings, Ph.D.
Chairman of the Board of Directors
and Chief Executive Officer
7
<PAGE> 8
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 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, this
Registration Statement has been signed by the following persons as of December
16, 1999 in the capacities indicated.
Signature Title
- --------- -----
/s/ Dennis B. Gillings, Ph.D. Chairman of the Board of Directors and
- --------------------------------- Chief Executive Officer
Dennis B. Gillings, Ph.D.
/s/ Santo J. Costa Vice Chairman
- ---------------------------------
Santo J. Costa
/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, 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/ William E. Ford Director
- ---------------------------------
William E. Ford
/s/ Fred C. Goad Director
- ---------------------------------
Fred C. Goad
/s/ Jim D. Kever Director
- ---------------------------------
Jim D. Kever
/s/ Arthur M. Pappas Director
- ---------------------------------
Arthur M. Pappas
/s/ Ludo J. Reynders, Ph.D Director
- ---------------------------------
Ludo J. Reynders, Ph.D
/s/ Eric J. Topol, M.D. Director
- ---------------------------------
Eric J. Topol, M.D.
/s/ Virginia V. Weldon, M.D. Director
- ---------------------------------
Virginia V. Weldon, M.D.
8
<PAGE> 9
QUINTILES TRANSNATIONAL CORP.
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Specimen Common Stock Certificate
4.2(1) Amended and Restated Articles of Incorporation, as amended
4.3(2) Amended and Restated Bylaws, as amended
4.4(3) Rights Agreement dated November 5, 1999 by and between the
Company and First Union Bank as Rights Agent
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 Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of PricewaterhouseCoopers LLP
23.7 Consent of Arthur Andersen LLP
23.8 Consent of KPMG
24 Power of Attorney (included as part of the signature page)
- ---------------------------
(1) Exhibit to the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1999, as filed with the Commission on November 15,
1999.
(2) Exhibit to the Company's Current Report on Form 8-K as filed with the
Commission on November 5, 1999.
(3) Exhibit to the Company's Registration Statement on Form 8-A as filed
with the Commission on November 5, 1999.
<PAGE> 1
EXHIBIT 4.1
FORM OF COMMON STOCK CERTIFICATE
[FACE OF CERTIFICATE]
COMMON STOCK COMMON STOCK
NUMBER SHARES
[QUINTILES LOGO]
INCORPORATED UNDER THE LAWS
OF THE STATE OF NORTH CAROLINA SEE REVERSE FOR
CERTAIN
DEFINITIONS
CUSIP 748767 10 0
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE
PAR VALUE OF ONE CENT ($.01) PER SHARE OF
QUINTILES TRANSNATIONAL CORP.
(the "Corporation") transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
CERTIFICATE OF STOCK
DATED:
/s/ John S. Russell [QUINTILES CORPORATE SEAL] /s/ Dennis B. Gillings
Secretary Chairman of the Board
Countersigned and Registered:
FIRST UNION NATIONAL BANK
(Charlotte, North Carolina) Transfer Agent
By: and Registrar
Authorized Signature
<PAGE> 2
[REVERSE OF CERTIFICATE]
[QUINTILES LOGO]
QUINTILES TRANSNATIONAL CORP.
The record holder of this Certificate may obtain from the Secretary of the
Corporation, upon request and without charge, a full statement of the
designation, relative rights, preferences and limitations of the shares of each
class authorized to be issued and the designation, relative rights, preferences
and limitations of each series of preferred shares authorized to be issued so
far as the same have been fixed and the authority of the Board of Directors to
designate and fix the relative rights, preferences and limitations of other
series.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______Custodian______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts
of survivorship and not as to Minors Act _______
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ___________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
__________ shares of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint _______________________________
___________________________________________________________________ Attorney to
transfer the said stock on the books of the within-named Corporation with full
power of substitution in the premises.
Dated, ____________________________
X__________________________________________________
X__________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED: ____________________________________________
THIS SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION. (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Quintiles Transnational
Corp. (the "Company") and First Union National Bank, as Rights Agent, dated as
of November 5, 1999 (as it may be amended, modified or supplemented from time to
time, the "Rights Agreement"), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal offices of the
Company. Under certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of mailing,
without charge promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Rights Agreement, Rights issued to, or
held by, any person who is, was or becomes an Acquiring Person or any Affiliate
or Associate thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such person or by any subsequent
holder of such Rights, shall become null and void.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR
DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
<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
December 16, 1999
Quintiles Transnational Corp.
4709 Creekstone Drive
Riverbirch Building, Suite 200
Durham, NC 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 21,474,689 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
and the Quintiles Transnational Corp. 1999 Employee Stock Purchase Plan
(collectively, the "Plans"). 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
21,474,689 shares of Common Stock of the Company that 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 PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement, filed on Form S-8 for the registration
of 21,474,689 shares of common stock, of our report dated June 3, 1999 on the
Quintiles Transnational Corp. supplemental consolidated financial statements for
the year ended December 31, 1998 included in Quintiles Transnational Corp.'s
Current Report on Form 8-K dated July 15, 1999, and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Raleigh, North Carolina,
December 15, 1999.
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Quintiles Transnational Corp. for the registration of 21,474,689 shares
of its common stock of our report dated January 26, 1998, except for Note 3, as
to which the date is June 3, 1999, with respect to the supplemental consolidated
financial statements of Quintiles Transnational Corp., included in its Current
Report on Form 8-K dated July 15, 1999 filed with the securities and Exchange
Commission.
/s/ Ernst & Young LLP
Raleigh, North Carolina
December 15, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to incorporation by reference in the Registration Statement
(Form S-8) of Quintiles Transnational Corp. for the registration of 21,474,689
shares of its common stock of our report dated January 29, 1999, with respect to
the financial statements of ENVOY Corporation referred to, but not included in,
Quintiles Transnational Corp.'s current Report on Form 8-K dated July 15, 1999
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Nashville, Tennessee
December 15, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
--------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 14, 1998, except for Note 21,
as to which the date is September 2, 1998, relating to the consolidated
financial statements of Pharmaceutical Marketing Services Inc. and Subsidiaries
as of June 30, 1998 and 1997 and for each of the three years in the period ended
June 30, 1998, which appears in the Current Report on Form 8-K/A, as filed on
February 17, 1999.
/s/ PricewaterhouseCoopers LLP
New York, New York
December 15, 1999
<PAGE> 1
EXHIBIT 23.6
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement of
Quintiles Transnational Corp. ("Quintiles") on Form S-8, with respect to the
registration of 21,474,689 shares of its common stock, 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
December 15, 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. for the registration of 21,474,689 shares of common stock, 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 Form 8-K dated July 15, 1999 and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
December 16, 1999
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EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation herein by reference 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
December 17, 1999
