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As filed with the Securities and Exchange Commission on December 5, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
(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
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 6,500,000 $15.19 $98,735,000 $26,066
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(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 November 30, 2000.
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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 482(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.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is filed to register an additional
6,500,000 shares of the Common Stock of Quintiles Transnational Corp. (the
"Company") for issuance under the Equity Compensation Plan and the Nonqualified
Stock Option Plan of the Company (collectively, the "Plans"). Registration
Statements relating to the Plans, Nos. 33-91026, 333-40493, 333-75183, and
333-92987 are effective, and the contents of such registration statements are
incorporated herein by reference.
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, 1999;
(2) Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000;
(3) Current Reports on Form 8-K dated January 25, 2000, January
26, 2000, March 9, 2000, April 20, 2000, May 4, 2000, May 26,
2000, July 20, 2000 and October 19, 2000;
(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 and amended by Form 8-A/A
dated May 10, 2000.
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 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 6,847 shares of Quintiles Transnational Corp. common stock.
3
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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
4.2(2) Amended and Restated Articles of Incorporation, as amended
4.3(3) Amended and Restated Bylaws, as amended
4.4(4) Amended and Restated Rights Agreement dated November 5, 1999
and amended and restated as of May 4, 2000 between the Company
and First Union National 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 Independent Public Accountants
23.3 Consent of Independent Auditors
23.4 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (included as part of the signature page)
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(1) Incorporated by reference from Exhibit 4.1 to the Company's
Registration Statement on Form S-8 as filed with the Commission on
December 17, 1999.
(2) Incorporated by reference from Exhibit 3.01 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.
(3) Incorporated by reference from Exhibit 4.02 to the Company's Current
Report on Form 8-K as filed with the Commission on November 5, 1999.
(4) Incorporated by reference from Exhibit 4.01 to Amendment No. 1 to the
Company's Registration Statement on Form 8-A as filed with the
Commission on May 10, 2000.
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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 December 5, 2000.
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
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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 James L. Bierman
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 5, 2000 in the capacities indicated.
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<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/ Santo J. Costa Vice Chairman and Director
--------------------------------------
Santo J. Costa
/s/ James L. Bierman Chief Financial Officer (Principal accounting and
-------------------------------------- financial officer)
James L. Bierman
/s/ Robert C. Bishop, Ph.D. Director
--------------------------------------
Robert C. Bishop, Ph.D.
/s/ E.G.F. Brown Director
--------------------------------------
E.G.F. Brown
Director
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Vaughn D. Bryson
/s/ Chester W. Douglass, Ph.D. Director
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Chester W. Douglass, Ph.D.
/s/ Jim D. Kever Director
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Jim D. Kever
/s/ Arthur M. Pappas Director
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Arthur M. Pappas
/s/ Eric J. Topol, M.D. Director
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Eric J. Topol, M.D.
/s/ Virginia V. Weldon, M.D. Director
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Virginia V. Weldon, M.D.
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QUINTILES TRANSNATIONAL CORP.
EXHIBIT INDEX
Exhibit Description
No. -----------
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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, as amended
4.4(4) Amended and Restated Rights Agreement dated November 5, 1999
and amended and restated as of May 4, 2000 between the Company
and First Union National 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 Independent Public Accountants
23.3 Consent of Independent Auditors
23.4 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (included as part of the signature page)
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(1) Incorporated by reference from Exhibit 4.1 to the Company's
Registration Statement on Form S-8 as filed with the Commission on
December 17, 1999.
(2) Incorporated by reference from Exhibit 3.01 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.
(3) Incorporated by reference from Exhibit 4.02 to the Company's Current
Report on Form 8-K as filed with the Commission on November 5, 1999.
(4) Incorporated by reference from Exhibit 4.01 to Amendment No. 1 to the
Company's Registration Statement on Form 8-A as filed with the
Commission on May 10, 2000.
