Exhibit Index begins on sequential page number: 9
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 registrant as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
358 South Main Street 27215
Burlington, North Carolina 27215 (Zip Code)
(Address of principal
executive offices)
----------------------
LABORATORY CORPORATION OF AMERICA HOLDING
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------------------
Bradford T. Smith Copy to:
Executive Vice President, General Counsel, Brad S. Markoff
and Corporate Compliance Officer Smith Helms Mulliss & Moore, L.L.P.
Laboratory Corporation of America Holdings 2800 Two Hannover Square
358 South Main Street Raleigh, North Carolina 27601
Burlington, North Carolina 27215 (919) 755-8700
(910) 229-1127
(Name, address and telephone number of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
registered Registered Offering Price Per Unit(1) (Aggregate Offering Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share............. 3,500,000 shares $2.66 $9,310,000 $2,822
</TABLE>
- ---------------------------
(1) Offering prices vary with the market price of the Registrant's Common
Stock but is the lesser of 85% of the fair market value of the
Registrant's Common Stock on the Offering Date or the Exercise Date, as
defined in the plan.
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as
amended) solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices of the Registrant's
Common Stock reported on the New York Stock Exchange on December 9,
1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting the Prospectus of Laboratory Corporation of
America Holdings (the "Registrant" or the "Company") with respect to this
Registration Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are kept on file at
the offices of the Registrant. The Registrant will provide without charge to
participants in the Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan (the "Plan"), on the written or oral request of any such
person, a copy of any or all of the documents constituting the Prospectus.
Written requests for such copies should be directed to Employee Benefits
Committee, Laboratory Corporation of America Holdings, 358 South Main Street,
Burlington, North Carolina 27215. Telephone requests may be directed to
(910) 229-1127.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") (File No. 1-11353) pursuant to the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and in the Prospectus constituting a part of
this Registration Statement:
a. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
b. The description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-B, dated July
1, 1996;
c. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996;
d. The Company's Current Reports on Form 8-K, dated February 13,
1996; April 25, 1996; June 27, 1996; August 21, 1996;
September 23, 1996; October 24, 1996; November 21, 1996; and
December 4, 1996.
All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing such reports and documents.
For purposes of this registration statement, any statement contained in
a report, document or appendix incorporated, or deemed to be incorporated, by
reference in this registration statement shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement or in any subsequently filed report, document or appendix, which also
is or is deemed incorporated by reference, modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
The Registrant will provide without charge to each person to whom the
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to
Employee Benefits Committee, Laboratory Corporation of America Holdings, 358
South Main Street, Burlington, North Carolina 27215. Telephone requests may be
directed to (910) 229-1127.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 is involved by reason of the fact
that he acted in good faith and in a manner that he 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 had no reasonable cause to believe that
his 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
Exhibit No. Description
5.1 Opinion of Smith Helms Mulliss & Moore L.L.P. regarding the
legality of the shares of Common Stock being registered
23.1 Consent of Smith Helms Mulliss & Moore L.L.P. (included in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney of Thomas P. MacMahon
24.2 Power of Attorney of James B. Powell, M.D.
24.3 Power of Attorney of Jean-Luc Belingard
24.4 Power of Attorney of Wendy E. Lane
24.5 Power of Attorney of Robert E. Mittelstaedt, Jr.
24.6 Power of Attorney of David B. Skinner, M.D.
24.7 Power of Attorney of Andrew G. Wallace, M.D.
24.8 Power of Attorney of Wesley R. Elingburg
3
<PAGE>
99.1 Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan
ITEM 9. 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 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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
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 information
required 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 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.
(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
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, 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 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
4
<PAGE>
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.
5
<PAGE>
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 December 12,
1996.
Laboratory Corporation of America Holdings
(Registrant)
By: /s/ BRADFORD T. SMITH
Bradford T. Smith
Executive Vice President, General Counsel,
and Corporate Compliance Officer
--------------------------
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 date indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ THOMAS P. MAC MAHON* Chairman of the Board December 12, 1996
- -------------------------------------------
Thomas P. MacMahon
/s/ JAMES B. POWELL, M.D.* President, Chief Executive Officer and December 12, 1996
- ------------------------------------------------ Director
James B. Powell, M.D.
/s/ JEAN-LUC BELINGARD* Director December 12, 1996
- ------------------------------------------------
Jean-Luc Belingard
/s/ WENDY E. LANE* Director December 12, 1996
- -----------------------------------------------------
Wendy E. Lane
/s/ ROBERT E. MITTELSTAEDT, JR.* Director December 12, 1996
- -------------------------------------------
Robert E. Mittelstaedt, Jr.
/s/ DAVID B. SKINNER, M.D.* Director December 12, 1996
- --------------------------------------------------
David B. Skinner, M.D.
/s/ ANDREW G. WALLACE, M.D.* Director December 12, 1996
- --------------------------------------------
Andrew G. Wallace, M.D.
/s/ WESLEY R. ELINGBURG* Executive Vice President, December 12, 1996
- -------------------------------------------------
Wesley R. Elingburg Chief Financial Officer, and
Treasurer
</TABLE>
* /s/ BRADFORD T. SMITH
Bradford T. Smith, Attorney-in-fact
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Employee Benefits Committee of the Board of Directors of Laboratory Corporation
of America Holdings has duly caused this registration statement to be signed
on behalf of the Laboratory Corporation of Amercian Holdings 1997 Employee
Stock Purchase Plan by the undersigned, thereunto duly authorized, in the
City of Burlington, State of North Carolina, on December 12, 1996.
EMPLOYEE BENEFITS COMMITTEE
/s/ Jean-Luc Belingard
/s/ Wendy E. Lane
/s/ David B. Skinner
* /s/ BRADFORD T. SMITH
Bradford T. Smith, Attorney-in-fact
7
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
EXHIBITS
FILED WITH
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
LABORATORY CORPORATION OF
AMERICA HOLDINGS
8
<PAGE>
Exhibit Index
Page
Exhibit No.
5.1 Opinion of Smith Helms Mulliss & Moore L.L.P. regarding the
legality of the shares of Common Stock being registered
23.1 Consent of Smith Helms Mulliss & Moore L.L.P. (included in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney of Thomas P. MacMahon
24.2 Power of Attorney of James B. Powell, M.D.
24.3 Power of Attorney of Jean-Luc Belingard
24.4 Power of Attorney of Wendy E. Lane
24.5 Power of Attorney of Robert E. Mittelstaedt, Jr.
24.6 Power of Attorney of David B. Skinner, M.D.
24.7 Power of Attorney of Andrew G. Wallace, M.D.
24.8 Power of Attorney of Wesley R. Elingburg
99.1 Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan
9
EXHIBIT 5.1
December 12, 1996
Laboratory Corporation of
America Holdings
358 South Main Street
Burlington, North Carolina 27215
RE: REGISTRATION STATEMENT ON FORM S-8
3,500,000 SHARES OF COMMON STOCK, $0.01 PAR VALUE
1997 EMPLOYEE STOCK PURCHASE PLAN
Ladies and Gentlemen:
In connection with the possible offering and sale from time to time of
up to 3,500,000 shares of the common stock, $0.01 par value per share (the
"Shares"), of Laboratory Corporation of America Holdings (the "Corporation"),
upon the terms and conditions set forth in the Registration Statement on Form
S-8 (the "Registration Statement"), filed on December 12, 1996 by the
Corporation with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and the prospectus constituting a part thereof (the
"Prospectus"), we are of the opinion that when (a) the Registration Statement
shall become effective and (b) the Shares have been sold upon the terms and
conditions set forth in the Registration Statement and the Prospectus, the
Shares will be validly authorized and legally issued, fully paid and
nonassessable.
We hereby consent (1) to be named in the Registration Statement and in
the Prospectus as attorneys who will pass upon the legality of the Shares and
(2) to the filing of a copy of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Smith Helms Mulliss & Moore, LLP
10
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Laboratory Corporation of America Holdings
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Raleigh, North Carolina
December 12, 1996
11
EXHIBIT 24.1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Laboratory Corporation
of America Holdings (the "Corporation") Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, relating to the Corporation's offering
of its common stock under its 1997 Employees Stock Purchase Plan, including,
without limiting the generality of the foregoing, to sign the Form S-8 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 to the Form S-8 and
any instrument, contract, document or other writing, of or in connection with
the Form S-8 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
6th day of December, 1996.
By: /s/ THOMAS P. MAC MAHON
Thomas P. MacMahon, Chairman of the Board
12
EXHIBIT 24.2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Laboratory Corporation
of America Holdings (the "Corporation") Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, relating to the Corporation's offering
of its common stock under its 1997 Employees Stock Purchase Plan, including,
without limiting the generality of the foregoing, to sign the Form S-8 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 to the Form S-8 and
any instrument, contract, document or other writing, of or in connection with
the Form S-8 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
4th day of December, 1996.
By: /s/ JAMES B. POWELL, M.D.
James B. Powell, M.D., President, Chief Executive
Officer and Director
13
EXHIBIT 24.3
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Laboratory Corporation
of America Holdings (the "Corporation") Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, relating to the Corporation's offering
of its common stock under its 1997 Employees Stock Purchase Plan, including,
without limiting the generality of the foregoing, to sign the Form S-8 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 to the Form S-8 and
any instrument, contract, document or other writing, of or in connection with
the Form S-8 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
6th day of December, 1996.
By: /s/ JEAN-LUC BELINGARD
Jean-Luc Belingard, Director
14
EXHIBIT 24.4
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Laboratory Corporation
of America Holdings (the "Corporation") Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, relating to the Corporation's offering
of its common stock under its 1997 Employees Stock Purchase Plan, including,
without limiting the generality of the foregoing, to sign the Form S-8 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 to the Form S-8 and
any instrument, contract, document or other writing, of or in connection with
the Form S-8 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
4th day of December, 1996.
By: /s/ WENDY E. LANE
Wendy E. Lane, Director
15
EXHIBIT 24.5
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Laboratory Corporation
of America Holdings (the "Corporation") Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, relating to the Corporation's offering
of its common stock under its 1997 Employees Stock Purchase Plan, including,
without limiting the generality of the foregoing, to sign the Form S-8 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 to the Form S-8 and
any instrument, contract, document or other writing, of or in connection with
the Form S-8 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
4th day of December, 1996.
By: /s/ ROBERT E. MITTELSTAEDT, JR.
Robert E. Mittelstaedt, Jr., Director
16
EXHIBIT 24.6
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Laboratory Corporation
of America Holdings (the "Corporation") Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, relating to the Corporation's offering
of its common stock under its 1997 Employees Stock Purchase Plan, including,
without limiting the generality of the foregoing, to sign the Form S-8 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 to the Form S-8 and
any instrument, contract, document or other writing, of or in connection with
the Form S-8 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
6th day of December, 1996.
By: /s/ DAVID B. SKINNER, M.D.
David B. Skinner, M.D., Director
17
EXHIBIT 24.7
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Laboratory Corporation
of America Holdings (the "Corporation") Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, relating to the Corporation's offering
of its common stock under its 1997 Employees Stock Purchase Plan, including,
without limiting the generality of the foregoing, to sign the Form S-8 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 to the Form S-8 and
any instrument, contract, document or other writing, of or in connection with
the Form S-8 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
5th day of December, 1996.
By: /s/ ANDREW G. WALLACE, M.D.
Andrew G. Wallace, M.D., Director
18
EXHIBIT 24.8
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the Laboratory Corporation
of America Holdings (the "Corporation") Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, relating to the Corporation's offering
of its common stock under its 1997 Employees Stock Purchase Plan, including,
without limiting the generality of the foregoing, to sign the Form S-8 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 to the Form S-8 and
any instrument, contract, document or other writing, of or in connection with
the Form S-8 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
6th day of December, 1996.
By: /s/ WESLEY R. ELINGBURG
Wesley R. Elingburg, Executive Vice President, Chief
Financial Officer, and Treasurer
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LABORATORY CORPORATION OF AMERICA HOLDINGS
1997 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I. PURPOSES:
This Laboratory Corporation of America Holdings 1997 Employee Stock
Purchase Plan (hereinafter called the "Plan") is intended to be an employment
incentive and to encourage stock ownership by all eligible employees, including
officers, of Laboratory Corporation of America Holdings (hereinafter called the
"Corporation") and its subsidiary corporations (the "Subsidiaries"), as that
term is defined in (section mark)424(f) of the Internal Revenue Code of 1986, as
now in force or hereafter amended (the "Code"), in order to increase their
proprietary interest in the Corporation's success and to encourage them to
remain in the employ of the Corporation or a Subsidiary. It is further intended
that options issued pursuant to this Plan (hereinafter called "Options") shall
constitute options issued pursuant to an "employee stock purchase plan" within
the meaning of (section mark)423 of the Code and that the Plan shall satisfy the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
ARTICLE II. ADMINISTRATION:
The Plan shall be operated by the Employee Benefits Committee of the Board
of Directors of the Corporation (the "Committee"), who may appoint a third-party
administrator to maintain the Plan (the "Administrator"). No member of the Board
of Directors who is not otherwise employed by the Corporation shall be eligible
to receive an Option. The Committee shall at all times be composed of
"disinterested persons" within the meaning of Rule 16b-3 of the Exchange Act.
Subject to the provisions of the Plan, the Committee may, from time to time,
prescribe rules and regulations for the administration of the Plan and may
decide questions which may arise with respect to the interpretation or
application of said Plan.
ARTICLE III. ELIGIBILITY:
Each employee who has been employed by the Corporation or a Subsidiary for
at least six (6) months (including officers) as of the first day of any Offering
Period (an "Offering Date"), shall have an Option under this Plan to purchase
the Corporation's authorized but unissued par value $.01 Common Stock (herein
called "Common Stock") during an Offering Period, except that there shall be
excluded: (i) employees whose customary employment is under twenty (20) hours
per week; (ii) employees whose customary employment is for not more than five
(5) months in any calendar year; and (iii) any employee who, if having received
an Option hereunder, would own, immediately after the Option was granted, stock
possessing five percent (5%) or more of the total combined voting power or value
of any classes of stock of the Corporation, or of any of its Subsidiaries. For
purposes of determining stock ownership of an employee under (iii) hereof, the
rules of (section mark)424(d) of the Code and (section mark)1.423-2(d) of the
Treasury Regulations thereunder shall apply, and Common Stock which the employee
may purchase under any outstanding options shall be treated as owned by the
employee.
If an Optionee goes on a leave of absence, such Optionee shall have the
right to elect (a) to withdraw the balance in such Optionee's Purchase Account,
(b) to discontinue contributions to the Plan but remain a participant in the
Plan until the next following Exercise Date, or (c) remain a participant in the
Plan during such leave of absence until the next following Exercise Date,
authorizing the deductions made pursuant to Article V(c) hereof to be made from
payments made by the Corporation to the Optionee during such leave of absence
and undertaking to make such cash payments to the Plan at the end of each
payroll period to the extent that amounts payable by the Corporation to such
Optionee are insufficient to meet such Optionee's authorized deductions to the
Optionee's Purchase Account. However, the Corporation shall not advance funds to
an Optionee if the Optionee's deductions and cash payments during the Optionee's
leave of absence are insufficient to fund the Optionee's Purchase Account. An
Optionee who has been on leave of absence for more than 30 days and who
thereafter ceases to be an employee of the Corporation for the purpose of the
Plan shall not be entitled to participate in the Plan and such Optionee shall be
deemed to have withdrawn from the Plan, and all funds then on deposit in the
Optionee's Purchase Account will be paid to the Optionee under Article V(g)
hereof.
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ARTICLE IV. STOCK:
The stock subject to the Options to be issued hereunder shall be Common
Stock. The maximum number of such shares to be issued upon the exercise of the
Options hereby granted shall be an aggregate of three million five hundred
thousand (3,500,000) shares of Common Stock (the "Available Shares").
For each Offering Period hereunder, an eligible employee (hereinafter
called "Optionee") shall have an option to purchase up to the largest number of
whole and fractional shares available at the Option Price (as described in
Article V(a)) obtained by having deducted from such Optionee's Compensation for
each payroll period during an Offering Period an amount not less than one
percent (1%) or more than ten percent (10%) of such Optionee's Compensation for
the payroll period. The term " Compensation" as used herein includes regular
base pay (including any shift differentials) at the rate in effect on the
Offering Date, but excludes any bonus, overtime payment, sales commission,
contribution to any Code (section mark)125 or 401(k) plan or other form of extra
compensation.
If in any Offering Period the total number of shares of Common Stock for
which Options are exercised exceeds the number of Available Shares remaining
under the Plan, the Administrator shall make a pro rata allocation of the
Available Shares in as nearly a uniform manner as shall be practicable and as it
shall deem to be equitable, and the balance of payroll deductions credited to
the Purchase Account of each Optionee shall be returned to each Optionee as
promptly as possible.
Except as expressly provided otherwise in Article III hereof, payment for
Common Stock purchased under the Option shall be made only by payroll deductions
over a designated Offering Period.
Notwithstanding the foregoing provisions of this Plan, no Option shall
permit an Optionee to purchase in any single calendar year a number of shares
which, together with all other shares in the Corporation and any Subsidiaries
which such Optionee may be entitled to purchase in such year pursuant to Options
issued under any employee stock purchase plan, has an aggregate fair market
value (determined in each case as of the date such options are granted) in
excess of $25,000. This limitation applies only to Options granted under
"employee stock purchase plans" as defined by (section mark)423 of the Code, and
does not limit the amount of stock which an Optionee may purchase under any
other stock option or bonus plans then in effect.
ARTICLE V. TERMS AND CONDITIONS OF OPTIONS:
Options granted hereunder shall be evidenced by a notice to each Optionee
from the Administrator, which notice shall: (i) be in such form as the Committee
shall determine; (ii) incorporate, by reference, the terms and provisions of
this Plan; (iii) be issued to each Optionee on or about the first Offering Date
following the date an employee becomes an Optionee; and (iv) continue in effect
for subsequent Offering Periods unless revoked by the Optionee.
Subject always to the requirement that, except as otherwise specified in
Article IV hereof, all Optionees shall have the same rights and privileges, such
Options shall be subject to the following terms and conditions:
(a) OPTION PRICE: The price of shares purchased during each Offering
Period hereunder (an "Option Price") shall be an amount equal to the lesser
of (i) eighty-five (85%) percent of the fair market value of a share of
Common Stock on the Offering Date or (ii) eighty-five (85%) percent of the
fair market value of a share of Common Stock on the Exercise Date. For so
long as shares of the Common Stock of the Corporation are listed on the New
York Stock Exchange ("NYSE"), "fair market value" as of a given date shall
mean, for purposes of this Plan, the mean between the high and low sales
prices of the Common Stock on that date, said mean to be based on the sale
of a minimum of 100 shares of said stock; or if less than 100 shares of
said stock are sold on such date or if no sales prices are quoted, "fair
market value" shall mean the average of the closing bid and asked prices
for the Common Stock on the NYSE.
(b) OFFERING PERIODS: Each Option shall extend for a period of six
(6) months commencing on an Offering Date of January 1 or July 1 and
concluding with the "Exercise Date" of June 30 or December 31 which is six
(6) months thereafter, the said period being hereinafter called an
"Offering Period."
(c) PURCHASE ACCOUNT: Each Optionee shall notify the Corporation, on
such forms as shall be provided by the Corporation, within seven (7) days
following actual receipt by the Optionee of such forms, of the
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percentage of Compensation which the Optionee wishes to have withheld from
the Optionee's Compensation by the Exercise Date for the Offering Period.
Except as provided in subsection (g) of this Article V, each Optionee shall
authorize the Corporation and its Subsidiaries to withhold from the Optionee's
after-tax compensation, beginning as soon as practicable following the making of
the election described above and continuing throughout the duration of the
Offering Period. Such withheld amounts may be used by the Corporation for
general corporate purposes, but the Corporation or, if designated by the
Committee, the Administrator, shall maintain a record of each Optionee's funds
as a "Purchase Account." Such funds so accumulated within said Purchase Account
may be returned to an Optionee or applied toward the Purchase Price of Common
Stock only pursuant to the provisions contained in this Plan.
(d) DATES ON WHICH OPTION SHALL BE EXERCISED: Except as provided in
subsections (f), (g) and (h) of this Article V, each Option which is
exercised shall be exercised as of each Exercise Date.
(e) EXERCISE OF OPTION: Unless an Optionee withdraws from the Plan as
provided in subsection (f) of this Article V, each Optionee's Option shall
be exercised automatically on the Exercise Date of each Offering Period,
and the maximum number of full and fractional shares of Common Stock will
be purchased for each Optionee with the entire proceeds of each Optionee's
Purchase Account. As promptly as practical after the Exercise Date of each
Offering Period, the Corporation shall arrange the delivery to the
Administrator of a certificate representing the shares of Common Stock
purchased upon the exercise of such Option, and the Administrator shall
deliver (or cause to deliver) such certificate to each Optionee.
(f) TERMINATION OF OPTION: An Optionee may at any time on or before
an Exercise Date terminate the Option in its entirety by written notice of
such termination delivered in the manner set forth in Article XI hereof.
Such termination shall become effective upon receipt of such notice by the
Corporation or Administrator. As soon as practical following such notice,
all funds then in the Optionee's Purchase Account shall be paid to the
Optionee and the Optionee's Purchase Account closed, and all rights and
privileges of the Optionee granted pursuant to this Plan and the Option
granted hereunder shall be terminated until the next available Option Date
at which such Optionee again elects to participate in the Plan pursuant to
this Article V.
(g) TERMINATION OF EMPLOYMENT: In the event that an Optionee's
employment by the Corporation or a Subsidiary is terminated, all rights and
privileges of Optionee granted pursuant to the Plan and of the Option
granted hereunder shall terminate, and all funds then on deposit on the
Optionee's Purchase Account shall be paid to the Optionee (or to such
Optionee's personal representative or beneficiary, in the case of such
Optionee's death) and the Optionee's Purchase Account closed.
(h) ADJUSTMENT OF OPTIONS; EXERCISABILITY UPON CERTAIN EVENTS: In the
event of reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, offering of rights or any
other change in the structure of shares of Common Stock of the Corporation,
the total amount of shares on which options may be granted under the Plan
and options rights (both as to the number of shares and the option price)
shall be appropriately adjusted for any increase or decrease in the number
of outstanding shares of Common Stock.
In the event of (i) the adoption of a plan of merger, consolidation, share
exchange or similar transaction of the Corporation with any other corporation as
a result of which the holders of the Common Stock of the Corporation in the
aggregate would receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the Board of Directors
of an agreement providing for the sale or transfer (other than as security for
obligations of the Corporation) by the Corporation of a majority of the stock of
a significant subsidiary of the Corporation or substantially all of the assets
of the Corporation or of a significant subsidiary of the Corporation; (iii) the
acquisition of more than 20% of the Corporation's voting capital stock by any
person within the meaning of Section 13(d)(3) of the Exchange Act, other than a
person, or group including a person, who beneficially owned, as of the most
recent Offering Date, more than 5% of the Corporation's securities, in the
absence of a prior expression of approval of the Board of Directors of the
Corporation; (iv) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the
Corporation cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election by the Corporation's
shareholders, of each new director was approved by the vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period; or (v) any other change in
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control of the Corporation of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act,
then any Option granted hereunder during the then-current Option Period shall
become immediately exercisable as to the Optionee and shall remain exercisable
until the Exercise Date of the then-current Option Period, subject to all of the
terms hereof not inconsistent with subsection (i) of this Article V.
Anything contained herein to the contrary notwithstanding, upon the
dissolution or liquidation of the Corporation or the consummation of a merger or
consolidation in which the shareholders of the Corporation receive less than 50%
of the voting capital stock of the surviving or resulting corporation, each
Option granted under the Plan shall terminate, but the Optionee shall have the
right, following the adoption of a plan of dissolution or liquidation or a plan
of merger or consolidation and in any event prior to such dissolution,
liquidation, merger or consolidation, to exercise his Option to purchase Common
Stock on the Exercise Date of the then-current Option Period, subject to all of
the other terms hereof not inconsistent with this Article V.
The grant of an Option pursuant to this Plan shall not affect in any way
the right or power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or to dissolve, liquidate or sell, or transfer all or any part of
the business or assets.
(i) ASSIGNABILITY: No Option granted hereunder may be pledged nor
shall any Option be assignable or transferable except by will or by the
laws of descent and distribution and shall be exercisable, during the
lifetime of Optionee, only by said Optionee.
(j) DESIGNATION OF BENEFICIARY: Each Optionee may file a written
designation of beneficiary who is to receive any stock or cash in the event
that such Optionee dies after the end of an Offering Period but before the
issuance of the shares or during an Offering Period but before the
respective Exercise Date.
(k) RIGHTS AS A SHAREHOLDER: No Optionee shall have any rights as a
shareholder with respect to shares purchased pursuant to the Options to be
granted hereunder until full payment has been made for such shares and a
stock certificate for such shares has been actually issued to said
Optionee. No adjustment will be made for dividends or other rights for
which the record date is prior to the date of such issuance. Stock to be
delivered to an Optionee under the Plan will be registered in the name of
the Optionee.
(l) REGISTRATION: Each Option under the Plan shall be granted on the
condition that a registration statement under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the Common Stock subject
to such Option has become effective and a copy of the Prospectus has been
delivered to the Optionee.
ARTICLE VI. TERM OF PLAN:
The term of said Plan shall be for a period of ten (10) years commencing on
January 1, 1997, and ending on December 31, 2006, unless terminated earlier by
the exhaustion of the Available Shares or pursuant to Article VIII.
ARTICLE VII. CONDITIONS UPON ISSUANCE OF SHARES OF COMMON STOCK
Shares of Common Stock shall not be issued with respect to an Option unless
the exercise of such Option and the issuance and deliverance of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including without limitation, the Exchange Act, the Securities Act (and
the rules and regulations promulgated thereunder), and the requirement of any
stock exchange upon which the shares of Common Stock may then be listed, and
shall further be subject to the approval of counsel for the Corporation with
respect to such compliance.
As a condition to the exercise of an Option, the Corporation may require
the person exercising such Option to represent that, at the time of any such
exercise, the shares are being purchased only for an investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Corporation, such representation is required by any of the
aforementioned applicable provisions of law.
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ARTICLE VIII. AMENDMENT AND TERMINATION BY THE COMMITTEE:
The Committee may, from time to time, alter, amend, suspend or discontinue
the Plan at any time without notice, including the right to revoke future
Offering Periods, provided that no Optionee's existing rights in the
then-current Offering Period are adversely affected thereby; provided further,
upon any such amendment or modification, all Optionees shall continue to have
the same rights and privileges as other Optionees (except as otherwise provided
for in Article IV hereof); and provided further, that no such amendment of the
Plan shall, except as provided in subsection (h) of Article V hereof: (a)
increase above three million five hundred thousand (3,500,000) the Available
Shares which may be offered under the Plan; (b) change the formula by which the
price for which the Common Stock shall be sold is determined; or (c) increase
the maximum number of shares which any Optionee may purchase. The Board of
Directors shall submit any amendments to the shareholders of the Corporation for
approval to the extent necessary to maintain compliance with the requirements of
Rule 16b-3 of the Exchange Act.
ARTICLE IX. APPLICATION OF FUNDS:
The proceeds received by the Corporation from the sale of its Common Stock
pursuant to Options granted under this Plan, except as otherwise provided
herein, will be used for general corporate purposes.
ARTICLE X. OBLIGATION TO PURCHASE SHARES:
The granting of an Option pursuant to this Plan shall impose no obligation
upon the Optionee to purchase any shares covered by such Option until the
Exercise Date for each Offering Period.
ARTICLE XI. NOTICES:
Any notice which the Corporation or Optionee may be required or permitted
to give to each other shall be in writing and shall be deemed given when
delivered personally or deposited in the U.S. Mail, first class postage prepaid,
addressed as follows: Chief Financial Officer, Laboratory Corporation of America
Holdings, 358 South Main Street, Burlington, North Carolina 27215, with a copy
to General Counsel, Laboratory Corporation of America Holdings, 358 South Main
Street, Burlington, North Carolina 27215, and at such other address, including
that of the Administrator, as the Corporation, by notice to the Optionee, may
designate in writing from time to time; and to the Optionee, at the address
shown on the records of the Corporation, or at such other address as the
Optionee, by notice to the Corporation or the Administrator, may designate in
writing from time to time.
ARTICLE XII. CLOSING OF PURCHASE ACCOUNT:
In the event that under any provision hereof an Optionee's Purchase Account
is to be closed and any balance not applied to the purchase of Common Stock,
payment to such Optionee shall be made within thirty (30) days following the
date that the right to such payment accrues.
ARTICLE XIII. THE RIGHT OF THE COMPANY TO TERMINATE EMPLOYMENT:
Nothing contained in the Plan or in any Option granted pursuant to the Plan
shall confer upon any Optionee any right to be continued in the employment of
the Company or one of its Subsidiaries, or shall interfere in any way with the
right of the Company or any of its Subsidiaries, as the case may be, to
terminate his or her employment at any time for any reason.
ARTICLE XIV. GOVERNING LAW.
The law of the State of Delaware will govern all matters relating to this
Plan except to the extent it is superseded by the laws of the United States of
America.
ARTICLE XV. EFFECTIVENESS OF THE PLAN:
The Plan shall become effective only if:
(a) The Plan shall have been adopted by the Board of Directors of the
Corporation; and
(b) The Plan shall have been approved within twelve (12) months after the
Plan is adopted under subsection (a) by the affirmative vote of the holders of
at least a majority of shares of Common Stock present, or represented, and
entitled to vote at the shareholders' meeting at which the Plan is considered.
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