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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2000
QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 340-23520 56-1714315
(State or other (Commission File No.) I.R.S. Employer
jurisdiction Identification Number
of incorporation)
4709 CREEKSTONE DRIVE, RIVERBIRCH BUILDING, SUITE 200, DURHAM,
NORTH CAROLINA 27703-8411
(Address of principal executive offices)
(919) 998-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 4, 2000, the Board of Directors of Quintiles Transnational Corp. (the
"Company"), a North Carolina corporation, authorized the amendment and
restatement of its Rights Agreement between the Company and First Union
National Bank, as Rights Agent, dated as of November 5, 1999 (the "Rights
Agreement"), resulting in an Amended and Restated Rights Agreement between the
Company and First Union National Bank, as Rights Agent, dated as of November 5,
1999 and amended and restated as of May 4, 2000 (the "Amended and Restated
Rights Agreement").
The amendments include, without limitation, the following: (i) the elimination
of the definition of "Continuing Director" and the elimination of all
references to that term; (ii) the modification of the redemption and amendment
sections of the Rights Agreement to reflect the elimination of the "Continuing
Director" concept; and (iii) the modification of Exhibit B "Form of Rights
Certificate" and Exhibit C "Summary of Rights to Purchase Preferred Stock" to
reflect the elimination of the "Continuing Director" concept.
A copy of the Amended and Restated Rights Agreement, which includes as Exhibits
the Articles of Amendment of Amended and Restated Articles of Incorporation of
the Company (setting forth the terms of the Preferred Stock), the form of Rights
Certificate, and the form of Summary of Rights to Purchase Preferred Stock, has
been filed with the Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A/A (Amendment No. 1). The foregoing discussion
does not purport to be complete and is qualified in its entirety by reference to
such Exhibit. A copy of the Amended and Restated Rights Agreement is available
to shareholders free of charge from the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
4.01(1) Amended and Restated Rights
Agreement dated as of
November 5, 1999 and amended and
restated as of May 4, 2000 between
Quintiles Transnational Corp. and
First Union National Bank,
including the form of Articles of
Amendment of Amended and Restated
Articles of Incorporation of the
Company, the form of Rights
Certificate and the Summary of
Rights to Purchase Preferred
Stock, attached thereto as
Exhibits A, B and C,
respectively.
</TABLE>
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(1) Exhibit to the Company's Registration Statement on
Form 8-A12G/A filed with the Securities and Exchange
Commission on May 10, 2000 and incorporated herein
by reference.
[Remainder of page intentionally left blank; signature appears on next page]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUINTILES TRANSNATIONAL CORP.
By: /s/ John S. Russell
--------------------------------
Dated: May 10, 2000 John S. Russell
Senior Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
4.01(1) Amended and Restated Rights Agreement
dated as of November 5, 1999 and amended
and restated as of May 4, 2000 between
Quintiles Transnational Corp. and First
Union National Bank, including the form
of Articles of Amendment of Amended and
Restated Articles of Incorporation of
the Company, the form of Rights
Certificate and the Summary of Rights
to Purchase Preferred Stock, attached
thereto as Exhibits A, B and C,
respectively.
</TABLE>
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(1) Exhibit to the Company's Registration Statement on Form
8-A12G/A filed with the Securities and Exchange Commission on
May 10, 2000 and incorporated herein by reference.
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