As filed with the Securities and Exchange Commission on September 26, 1995
Registration No. 33-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
Laboratory Corporation of America Holdings
(Exact name of issuer as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
358 South Main Street
Burlington, North Carolina 27215
(910) 229-1127
(Address of principal executive offices)
--------------
Laboratory Corporation of America Holdings
1995 Stock Plan for Non-Employee Directors
(Full title of the plan)
--------------
Bradford T. Smith, Esq.,
Executive Vice President, General Counsel and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (910) 229-1127
CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
- ------------------- ------------ --------- --------- ------------
Common Stock (par value
$0.01 per share) .... 25,000 shares $9.625 $240,625 $100
===========================================================================
* Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
** Estimated pursuant to Rule 457(c) of the General Rules and Regulations
under the Securities Act of 1933 solely for the purpose of computing the
registration fee, based on the average of the high and low prices of the
securities being registered hereby on the New York Stock Exchange
Composite Transaction Tape on September 21, 1995.
===========================================================================
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Laboratory Corporation of America Holdings (the "Company") hereby
incorporates herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or after
December 31, 1994; and
(3) The description of the Company's Common Stock (incorporated by
reference therein to the Company's Registration Statement on Form S-4 dated
April 25, 1994 filed under the Securities Act of 1933, as amended (the
"Securities Act")) in the Company's Registration Statement on Form 8-B dated
June 30, 1994 (as amended by Amendment No. 1 thereto dated April 27, 1995)
filed under the Exchange Act, including amendments thereto and any report
filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
As authorized by Section 145 of the General Corporation Law of the
State of Delaware ("Delaware Corporation Law"), each director and officer of
the Company may be indemnified by the Company against expenses (including
attorney's fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he/she is involved
by reason of the fact that he/she is or was a director or officer of the
Company; provided that he/she acted in good faith and in a manner that he/she
reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to any criminal action or proceeding, that he/she
had no reasonable cause to believe that his/her conduct was unlawful. If the
legal proceeding, however, is by or in the right of the company, the director
or officer may not be indemnified in respect of any claim, issue or matter as
to which he shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Company unless a court determines
otherwise.
Article Sixth of the Certificate of Incorporation of the Company
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any breach of his
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (i) for any breach of such director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit. In addition, the provisions of Article VII of the Company's
By-laws provide that the Company shall indemnify any person entitled to be
indemnified to the fullest extent permitted by the Delaware Corporation Law.
The Company maintains policies of officers' and directors' liability
insurance in respect of acts or omissions of current and former officers and
directors of the Company, its subsidiaries and "constituent" companies that
have been merged into the Company.
EXHIBITS
The following is a complete list of exhibits filed as part of this
registration statement:
Exhibit
No. Exhibit
- ------- -------
4.a Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Form 8-K dated May
12, 1995 (the "Form 8-K"))
4.b By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Form 8-K)
4.c Laboratory Corporation of America Holdings 1995 Stock Plan for
Non-Employee Directors
5 Opinion of Davis Polk & Wardwell
23.a Consent of KPMG Peat Marwick LLP, independent auditors
23.b Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney
UNDERTAKINGS
(a) 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;
(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; and
(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 information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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 Burlington, State of North Carolina,
on the 26th day of September, 1995.
Laboratory Corporation of America
Holdings
By /s/ BRADFORD T. SMITH
--------------------------
Bradford T. Smith
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
- --------------------------- --------------------------- ------------------
* President, Chief Executive September 26, 1995
- --------------------------- Officer and Director
James. B. Powell, M.D.
* Executive Vice President September 26, 1995
- --------------------------- and Chief Financial Officer
Haywood D. Cochrane, Jr.
* Senior Vice President -- September 26, 1995
Finance (Principal
- --------------------------- Accounting Officer)
Wesley R. Elingburg
* Director September 26, 1995
- ---------------------------
James R. Maher
* Director September 26, 1995
- ---------------------------
Thomas P. MacMahon
* Director September 26, 1995
- ---------------------------
Jean-Luc Belingard
* Director September 26, 1995
- ---------------------------
Linda Godsen Robinson
* Director September 26, 1995
- ---------------------------
David Bernt Skinner, M.D.
* Director September 26, 1995
- ---------------------------
Andrew G. Wallace, M.D.
(*)By:/s/ BRADFORD T. SMITH
---------------------
Bradford T. Smith
Attorney-in-fact
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- --------- ---------------------------------------------- --------------
4.a Amended and Restated Certificate of
Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Form 8-K)
4.b By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration
Statement)
4.c Laboratory Corporation of America Holdings
1995 Stock Plan for Non-Employee Directors
5 Opinion of Davis Polk & Wardwell
23.a Consent of KPMG Peat Marwick LLP,
independent auditors
23.b Consent of Davis Polk & Wardwell (included
in Exhibit 5)
24 Powers of Attorney
Exhibit 4.c
LABORATORY CORPORATION OF AMERICA HOLDINGS
1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of the Laboratory Corporation of America Holdings 1995
Stock Plan for Non-Employee Directors (the "Plan") is to promote the interests
of Laboratory Corporation of America Holdings (the "Company") and its
stockholders by increasing the proprietary and vested interest of non-employee
directors in the growth and performance of the Company by granting such
directors shares of common stock, par value $.01 per share (the "Shares"), of
the Company.
2. Definitions
As used herein, the following terms shall have the following meanings:
"Common Stock Unit" shall mean the bookkeeping entry representing the
equivalent of one Share.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder.
"Fair Market Value" per Share shall mean (i) the closing sales price
per Share on a national securities exchange for the last date preceding the
Retainer Payment Date on which there was a sale of such Shares on such
exchange, (ii) if the Shares are then traded on an over-the-counter market, the
average of the closing bid and asked prices for the Shares in such
over-the-counter market for the last date preceding the Retainer Payment Date
on which there was such a sale of such Shares in such market or (iii) if the
Shares are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Board may determine.
"Retainer" shall mean the retainer payable to an Eligible Director
(as defined in Section 4) for any calendar month before any reduction pursuant
to this Plan, which Retainer may not be changed more often than once every six
months.
"Retainer Payment Date" shall mean the 25th day of the month
preceding the month for which the retainer is due or, if such date is not a
business day, the next succeeding business day.
3. Administration
The Plan shall be administered by the Company's Board of Directors
(the "Board"). Subject to the provisions of the Plan, the Board shall be
authorized to interpret the Plan, to establish, amend and rescind any rules
and regulations relating to the Plan and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that the Board shall have no discretion with respect to the selection of
directors to receive Shares, the number of Shares to be received, or the
timing of grants of Shares under the Plan, all of which shall be determined in
accordance with the provisions of this Plan. The determinations of the Board
in the administration of the Plan, as described herein, shall be final and
conclusive. The Secretary of the Company shall be authorized to implement the
Plan in accordance with its terms and to take such actions of a ministerial
nature as shall be necessary to effectuate the intent and purposes thereof.
The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the
laws of the State of Delaware.
4. Eligibility
The class of individuals eligible to receive grants of options under
the Plan shall be directors of the Company who are not employees of the
Company or its affiliates ("Eligible Directors"). Any holder of Shares
granted hereunder shall hereinafter be referred to as a "Participant."
5. Shares Subject to the Plan
Subject to adjustment as provided in Section 7, an aggregate of
25,000 Shares shall be available for grant under the Plan. The Shares issued
upon the exercise of options may be made available from authorized but
unissued Shares or treasury Shares.
6. Grant of Shares
(a) Except as set forth in subsection (b) below, on and after the
Effective Date (as defined in Section 12), 50% of the Retainer of each
Participant payable shall automatically be paid in the form of that number of
Shares that results from dividing (i) 50% of the Retainer by (ii) the Fair
Market Value on the Retainer Payment Date. Cash shall be paid to a
Participant in lieu of a fractional Share.
(b) Notwithstanding subsection (a) above, with respect to any
Retainer Payment Date that occurs prior to the day of the 1995 Annual
Shareholders Meeting, payment of 50% of the Retainer of each Participant shall
be in the form of that number of Common Stock Units that results from dividing
(i) 50% of the Retainer by (ii) the Fair Market Value on such Retainer Payment
Date. Each such Common Stock Unit shall be paid by delivery of one Share to
such Participant promptly following the day of the 1995 Annual Shareholders
Meeting; provided that in the event the Plan is not approved by shareholders
at the Company's 1995 Annual Shareholders Meeting, each such Common Stock Unit
shall be paid in cash in an amount equal to the Fair Market Value on the day
of the 1995 Annual Shareholders Meeting. Cash shall be paid to a Participant
in lieu of a fractional Share.
7. Listing and Registration
Each Share shall be subject to the requirement that if at any time
the Board shall determine, in its discretion, that the listing, registration
or qualification of such Share upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
granting of such Share, no such Share may be disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board.
8. Adjustment of and Changes in Shares
In the event of a stock split, stock dividend, subdivision or
combination of the Shares or other change in corporate structure affecting the
Shares, the number of Shares authorized by the Plan shall be increased or
decreased proportionately, as the case may be, and the number of Shares
subject to any outstanding grant shall be increased or decreased
proportionately, as the case may be.
9. No Rights of Shareholders
Neither a Participant nor a Participant's legal representative shall
be, or have any of the rights and privileges of, a shareholder of the Company
in respect of any Shares unless and until certificates for such Shares shall
have been issued.
10. Plan Amendments
The Plan may be amended by the Board, as it shall deem advisable or
to conform to any change in any law or regulation applicable thereto;
provided, that the Board may not, without the authorization and approval of
shareholders of the Company, make any amendment that would require shareholder
approval under Rule 16b-3 of the Exchange Act or state law. The provisions of
Sections 4 and/or 6 may not be amended more often than once every six months,
other than to comport with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act, or the rules under
either such statute.
11. Effective Date and Duration of Plan
The Plan shall become effective as of May 25, 1995 (the "Effective
Date"), subject to the approval of shareholders at the Company's 1995 Annual
Shareholders Meeting. The Plan shall terminate the day following the third
Annual Shareholders Meeting at which Directors are elected succeeding the
Annual Shareholders Meeting at which the Plan was approved by shareholders,
unless the Plan is extended or terminated at an earlier date by shareholders
or is terminated by exhaustion of the Shares available for issuance hereunder.
EXHIBIT 5
[Letterhead of Davis Polk & Wardwell]
September 26, 1995
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
Dear Sirs:
We have acted as special counsel for Laboratory Corporation of
America Holdings (the "Corporation") in connection with its Registration
Statement on Form S-8 (the "Registration Statement") to register under the
Securities Act of 1933, as amended, 25,000 shares (the "Shares") of common
stock, par value $0.01 per share, of the Corporation issuable pursuant to the
1995 Stock Plan for Non-Employee Directors (the "Plan") of the Corporation.
In connection therewith, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that the
Shares deliverable pursuant to the Plan have been duly authorized and, when
and to the extent issued pursuant to the Plan, will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 23.a
[Letterhead of KPMG Peat Marwick LLP]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Laboratory Corporation of America Holdings:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
San Diego, California
September 20, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ JAMES B. POWELL, M.D.
-------------------------
James B. Powell, M.D.
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ HAYWOOD D. COCHRANE, JR.
-------------------------
Haywood D. Cochrane, Jr.
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ WESLEY R. ELINGBURG
-------------------------
Wesley R. Elingburg
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ JAMES R. MAHER
-------------------------
James R. Maher
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ THOMAS P. MACMAHON
-------------------------
Thomas P. MacMahon
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ JEAN-LUC BELINGARD
-------------------------
Jean-Luc Belingard
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ LINDA GODSEN ROBINSON
-------------------------
Linda Godsen Robinson
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ DAVID BERNT SKINNER, M.D.
-------------------------
David Bernt Skinner, M.D.
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith and Haywood D. Cochrane, Jr., or
either of them, each acting alone, his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, in connection with the Laboratory
Corporation of America Holdings' Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Corporation or on behalf of the undersigned as a director or officer of
the Corporation, and any amendments (including post-effective amendments) to
the Registration Statement and any instrument, contract, document or other
writing, of or in connection with the Registration Statement or amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including this power of attorney, with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
20th day of September, 1995.
/s/ ANDREW G. WALLACE, M.D.
-------------------------
Andrew G. Wallace, M.D.
