PROSPECTUS
LABORATORY CORPORATION OF AMERICA HOLDINGS
14,527,244 Shares of Common Stock
3,290,420 Common Stock Purchase Warrants
This Prospectus relates to up to 14,527,244 shares (the
"Offered Shares") of common stock, par value $0.01 per share (the "LabCorp
Common Stock"), of Laboratory Corporation of America Holdings ("LabCorp" or
the "Company") and up to 3,290,420 Warrants (as defined below; the 3,290,420
Warrants offered hereby are referred to as the "Offered Warrants"), which
Offered Shares and Offered Warrants may be offered from time to time (either
separately or together as units) by National Health Care Group, Inc. ("NHCG"
or the "Selling Stockholder"), a corporation indirectly wholly owned through
Mafco Holdings Inc. by Ronald O. Perelman. LabCorp will not receive any of the
proceeds from the sale of the Offered Shares or the Offered Warrants. LabCorp
will bear certain costs relating to the offering of the Offered Shares and the
Offered Warrants.
The Offered Shares and the Offered Warrants may be offered for
sale from time to time by the Selling Stockholder, or by its pledgees, to or
through underwriters or directly to other purchasers or through agents in one
or more transactions on the New York Stock Exchange, Inc. (the "NYSE"), in the
over-the-counter market, in one or more private transactions, or in a
combination of such methods of sale, at prices and on terms then prevailing,
at prices related to such prices, or at negotiated prices. The Selling
Stockholder and any brokers and dealers through whom sales of the Offered
Shares or the Offered Warrants are made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, and the
commissions or discounts and other compensation paid to such persons may be
regarded as underwriters' compensation.
LabCorp Common Stock is listed on the NYSE under the symbol "LH"
and the Warrants are listed on the NYSE under the symbol "LH/WS."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this Prospectus is March 4, 1997
No dealer, salesperson or other individual has been authorized
to give any information or make any representation not contained in this
Prospectus in connection with the offering covered by this Prospectus. If
given or made, such information or representation must not be relied upon as
having been authorized by the Company, the Selling Stockholder or any
Underwriters. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Offered Shares or the Offered Warrants
in any jurisdiction where, or to any person to whom, it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication that
there has not been any change in the facts set forth in this Prospectus or in
the affairs of the Company since the date hereof.
TABLE OF CONTENTS
Page
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AVAILABLE INFORMATION.................................................. 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................ 1
RECENT DEVELOPMENTS.................................................... 3
USE OF PROCEEDS......................................................... 3
SELLING STOCKHOLDER..................................................... 3
DESCRIPTION OF CAPITAL STOCK............................................ 3
THE WARRANTS............................................................ 5
PLAN OF DISTRIBUTION................................................... 10
EXPERTS................................................................ 12
LEGAL MATTERS.......................................................... 12
AVAILABLE INFORMATION
LabCorp is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance with the Exchange Act, LabCorp files proxy statements, reports and
other information with the Securities and Exchange Commission (the "SEC").
This filed material can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the SEC:
Midwest Regional Office (Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661) and Northeast Regional Office (7 World Trade Center,
13th Floor, New York, New York 10048). Copies of such material can be obtained
by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The SEC maintains an Internet web
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. The
address of that site is http://www.sec.gov. In addition, LabCorp Common Stock
is listed on the NYSE and such material can be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
LabCorp has filed a Registration Statement (as amended from
time to time, the "Registration Statement") on Forms S-4/S-3 with the SEC
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the reoffering by NHCG of the Offered Shares and the Offered
Warrants and certain other matters. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits thereto,
certain portions of which have been omitted as permitted by the rules and
regulations of the SEC. Copies of the Registration Statement are available
from the SEC, upon payment of prescribed rates. For further information,
reference is made to the Registration Statement and the exhibits filed
therewith. Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus relating to the contents of any
contract or other document referred to herein or therein are not necessarily
complete, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement or such
other document, each such statement being qualified in all respects by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
Prospectus: (i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "Company's 10-K"), (ii) the description of the LabCorp
Common Stock set forth in the Company's Registration Statements filed pursuant
to Section 12 of the Exchange Act and (iii) the Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September
30, 1996; (iv) the Company's Reports on Form 8-K dated February 13, 1996,
April 25, 1996, June 27, 1996, August 1, 1996, September 23, 1996, October 24,
1996, November 21, 1996, December 4, 1996, December 30, 1996, January 6, 1997,
February 27, 1997 and March 3, 1997; and (v) the consolidated statement of
operations and cash flows of Roche Biomedical Laboratories, Inc. for the year
ended December 31, 1994 included in the National Health Laboratories Holdings
Inc. Registration Statement on Forms S4/S3 dated April 25, 1995 (Registration
Number 33-58775).
A copy of the documents incorporated herein by reference
(excluding exhibits unless such exhibits are specifically incorporated by
reference into the information incorporated herein) that are not presented
herein or delivered herewith will be provided by first-class mail without
charge to each person, including any beneficial owner, to whom a Prospectus is
delivered, upon oral or written request of any such person. Requests should be
directed to Bradford T. Smith, Secretary, Laboratory Corporation of America
Holdings, 358 South Main Street, Burlington, North Carolina 27215, (910)
229-1127.
All reports and definitive proxy or information statements
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 Prospectus and prior to the
termination of the offering of the Offered Shares and the Offered Warrants
hereunder shall be deemed to be incorporated by reference into this Prospectus
from the dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated in this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference modifies
or supersedes such statement.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE LABCORP COMMON STOCK OR THE WARRANTS AT LEVELS ABOVE THOSE WHICH WOULD
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NYSE OR IN THE OVER-THE-COUNTER MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
RECENT DEVELOPMENTS
On February 27, 1997, the Company filed a registration
statement on Form S-3 relating to the offering, through transferable rights
(the "Rights Offering") of up to 10,000,000 shares of preferred stock with an
aggregate purchase price of $500 million. That registration statement is also
included in the Company's Report on Form 8-K dated February 27, 1997, which
Report is incorporated herein by reference. Potential investors in the
Offered Shares or the Offered Warrants should carefully consider the
information contained in such Report, including the information under the
caption "Risk Factors" within the prospectus which forms a part of the
registration statement included in such Report.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Offered Shares or the Offered Warrants by the Selling Stockholder.
SELLING STOCKHOLDER
All the Offered Shares and Offered Warrants being offered
hereby are being offered by NHCG, a corporation indirectly wholly owned
through Mafco by Ronald O. Perelman, or by pledgees. Mr. Perelman was Chairman
of the Board and a Director of the Company from 1988 to April 1995. Since
April 1995, Mr. Perelman has not been an officer or director of LabCorp.
NHCG holds 14,527,244 Offered Shares, representing approximately
11.8% of the outstanding shares of LabCorp Common Stock, and 3,290,420 Offered
Warrants, representing approximately 14.9% of the outstanding Warrants. All of
the Offered Shares and Offered Warrants are being offered hereby.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 230,000,000
shares of capital stock, 220,000,000 of such shares being Common Stock, par
value $0.01 per share, and 10,000,000 shares being preferred stock, par value
$0.10 per share. Approximately 122,935,081 shares of LabCorp Common Stock were
issued and outstanding as of February 14, 1997, of which 14,527,244 shares
were held by the Selling Stockholder. No preferred stock is currently
outstanding. The Rights Offering offers to existing shareholders the right to
subscribe for all of the authorized and unissued preferred stock of the
Company, which preferred stock will be convertible into a number of shares of
the Company's Common Stock which exceeds the currently authorized and unissued
Common Stock and will in certain cases pay dividends in additional shares of
preferred stock. In connection with the 1997 annual meeting of stockholders,
the Company's Board of Directors will propose amending the Company's
Certificate of Incorporation to increase the authorized and unissued shares of
Common Stock and preferred stock by a substantial amount. HLR Holdings Inc.
("HLR") and Roche Holdings, Inc. ("Roche Holdings") own approximately 49.9% of
the currently outstanding Common Stock and they as well as the officers and
directors of the Company have informed the Company that they intend to vote
in favor of such amendment.
The Company's Certificate of Incorporation authorizes the board
of directors to provide for the issuance, from time to time, of series of
preferred stock, to establish the number of shares to be included in any such
series and to fix the designations, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof. Because the board of directors has the power to establish the
preferences and rights of the shares of any such series of preferred stock, it
may afford the holders of any preferred stock preferences, powers and rights
(including voting rights) senior to the rights of the holders of LabCorp
Common Stock, which could adversely affect the rights, including voting
rights, of holders of Common Stock. Two series of preferred stock are
proposed to be issued as a result of the Rights Offering.
Each holder of Common Stock is entitled to one vote for each
share held on all matters to be voted upon by the stockholders. The holders
of outstanding shares of Common Stock, subject to any preferences that may be
applicable to any outstanding series of preferred stock, are entitled to
receive ratably such dividends out of assets legally available therefor at
such times and in such amounts as the Board of Directors may from time to time
determine. Upon liquidation or dissolution of the Company, the holders of
Common Stock of the Company will be entitled to share ratably in the assets
of the Company legally available for distribution to shareholders after
payment of liabilities and subject to the prior rights of any holders of
preferred stock then outstanding. Holders of Common Stock generally have no
conversion, sinking fund, redemption, preemptive or subscription rights.
However, pursuant to a Stockholder Agreement, HLR and Roche Holdings were
granted certain preemptive rights. In addition, the Common Stock does not
have cumulative voting rights. Shares of Common Stock are not liable to
further calls or assessments by the Company and holders of Common Stock are
not liable for any liabilities of the Company.
American Stock Transfer & Trust Company acts as transfer agent
and registrar for the LabCorp Common Stock.
THE WARRANTS
Exercise and Redemption. Not earlier than 90 days nor later
than 60 days prior to the Expiration Date (as defined in the Warrant
Agreement), LabCorp will deliver to American Stock Transfer & Trust Company,
as warrant agent (the "Warrant Agent"), under the warrant agreement (the
"Warrant Agreement") pursuant to which the Warrants will be issued, written
notice, which notice will be irrevocable, stating whether or not it has
elected to redeem the Warrants on the Expiration Date. Promptly after receipt
of LabCorp's notice, the Warrant Agent will mail notice to all holders of
Warrants ("Holders") describing the exercise procedure set forth in the Warrant
Agreement (which is summarized below) or stating that each Warrant will be
redeemed for the Redemption Amount (which is described below) on the
Expiration Date, as the case may be.
Subject to the provisions of the Warrant Agreement, each Warrant will
be exercisable only on the Expiration Date, prior to the Close of Business (as
defined in the Warrant Agreement) on such date, and only if LabCorp has not
duly redeemed the Warrants. Unless LabCorp has elected to effect a Redemption
(as defined below), in which case each Holder will be entitled to receive the
Redemption Amount, the Warrants will expire at, and become null and void, and
have no value, and no Person will have any rights with respect thereto, as of
the Close of Business on the Expiration Date, except Holders that have
properly exercised Warrants in accordance with the terms of the Warrant
Agreement will be entitled to receive shares of newly issued LabCorp Common
Stock ("Warrant Shares") with respect to such Holders' Warrants.
Each Warrant will entitle the Holder thereof to purchase from
LabCorp one fully paid and non-assessable share of LabCorp Common Stock at the
exercise price of $22.00 (subject to adjustments) upon (i) surrender to the
Warrant Agent of the warrant certificate evidencing such Warrant (a "Warrant
Certificate") and (ii) payment of the exercise price for the number of Warrant
Shares in respect of which such Warrant is being exercised. Such surrender and
payment (if applicable) may be made and will be accepted by the Warrant Agent
at any time during the 45 day period immediately preceding the Close of
Business on the Expiration Date, but any Warrants so surrendered will not be
deemed to be exercised until the Expiration Date. Payment of the exercise
price must be made by a certified or official bank check payable to the order
of the Warrant Agent for the account of LabCorp or by wire transfer of funds to
an account designated by LabCorp for such purpose. The Warrants evidenced by a
Warrant Certificate will be exercisable, at the election of the Holder
thereof, either in their entirety or in part.
The Warrant Agreement provides that, upon the surrender of each
Warrant Certificate and the payment of the per share exercise price,
immediately following the Expiration Date, LabCorp will issue and cause its
transfer agent for LabCorp Common Stock (the "Transfer Agent") to deliver with
all reasonable dispatch to, or upon the written order of, the Holder and in
such name or names as such Holder may designate, a certificate or certificates
for the number of full Warrant Shares so purchased upon the exercise of such
Warrant or Warrants together with cash in respect of any Fractional Warrant
Share (as defined below) otherwise issuable upon such exercise.
No certificates or script representing fractional Warrant
Shares will be issued upon exercise of a Warrant. As promptly as practicable
following the Expiration Date (if LabCorp has not elected to effect a
Redemption), the Transfer Agent will determine with respect to each Holder
entitled to receive Warrant Shares pursuant to the surrender of the Warrant
Certificates the excess of the number of Warrant Shares delivered to the
Transfer Agent by LabCorp over the aggregate number of whole Warrant Shares to
be issued with respect to such Holder (such excess being hereinafter referred
to in connection with each such Holder as a "Fractional Warrant Share"). As
soon after the Expiration Date as practicable, the Transfer Agent, as agent
for Holders otherwise entitled to receive Fractional Warrant Shares (each, a
"Fractional Warrant Share Holder"), will aggregate and sell in normal
transactions the Fractional Warrant Shares for all the Fractional Warrant
Share Holders at then available prices on the NYSE. Until the net proceeds of
such sale or sales (the "Fractional Warrant Share Proceeds") have been
distributed to the Fractional Warrant Share Holders, the Transfer Agent will
hold the Fractional Warrant Share Proceeds in trust for the Fractional Warrant
Share Holders. The Transfer Agent will determine the portion of the net
Fractional Warrant Share Proceeds to which each Fractional Warrant Share
Holder will be entitled, if any, by multiplying the net Fractional Warrant
Share Proceeds amount by a fraction, the numerator of which is the Fractional
Warrant Share to which such Fractional Share Holder would otherwise be
entitled and the denominator of which is the aggregate Fractional Warrant
Shares to which all Fractional Warrant Share Holders would otherwise be
entitled. As soon as practicable after the determination of the amount of the
Fractional Warrant Share Proceeds, if any, to be paid, in cash, to each
Fractional Warrant Share Holder in lieu of any Fractional Warrant Shares, the
Transfer Agent will make available such amounts, without interest, to each
such Fractional Warrant Share Holder.
The Warrant Agreement provides that, so long as LabCorp has
timely delivered to the Warrant Agent written notice of its election to redeem
the Warrants (as described above), LabCorp will have the right to redeem all,
but not less than all, of the Warrants on the Expiration Date by payment in
cash to each Holder as of such date of the Redemption Amount with respect to
the Warrants held by such Holder (a "Redemption"). The Redemption Amount will
be an amount equal to the excess, if any, of the Market Price of the LabCorp
Common Stock over the exercise price of $22.00 (subject to adjustments). As
used in the Warrant Agreement, the "Market Price" will be the average of the
last sale price (or if no such sale takes place, the average of the closing
bid and asked prices) on the NYSE of a share of LabCorp Common Stock over the
10 consecutive trading days commencing 15 trading days and ending five trading
days before the Expiration Date. If LabCorp has elected to redeem the
Warrants, at or immediately prior to the Expiration Date LabCorp will cause to
be transferred to the Warrant Agent an amount in immediately available funds
equal to the aggregate Redemption Amount for all outstanding Warrants for
payment by the Warrant Agent to the Holders as of the Expiration Date. If
LabCorp has elected to redeem the Warrants but the aggregate Redemption Amount
is zero or less than zero, no amount will be required to be paid by LabCorp in
respect of the redemption of the Warrants, but the Warrants will nonetheless
be deemed to have been redeemed.
Transfer and Exchange of Warrants. The Warrant Agreement
provides that the Warrant Agent will, from time to time, register the transfer
of any outstanding Warrant Certificate in the Warrant Register, upon surrender
of such Warrant Certificate, duly endorsed, and accompanied by a written
instrument or instruments of transfer in a form satisfactory to the Warrant
Agent, duly signed by the Holder or Holders thereof or by the duly appointed
legal representative thereof or by a duly authorized attorney, such signature
to be guaranteed by (i) a bank or trust company, (ii) a broker or dealer that
is a member of the National Association of Securities Dealers or (iii) a
member of a national securities exchange, and funds sufficient to pay any
transfer taxes payable with respect to such transfer. Upon any such
registration or transfer, a new Warrant Certificate will be issued to the
transferee. Warrant Certificates may be exchanged at the option of the Holder,
when surrendered to the Warrant Agent, for other Warrant Certificates of like
tenor and representing in the aggregate a like number of Warrants.
Notwithstanding the preceding paragraph, the Warrant Agent will
not be required to transfer or exchange any Warrant Certificate from and after
the 105th day preceding the scheduled Expiration Date, provided that, if in
the written notice provided by LabCorp to the Warrant Agent pursuant to the
Warrant Agreement with respect to whether LabCorp has elected to redeem the
Warrants, LabCorp elects not to redeem the Warrants, then the Warrant Agent
will be required to permit transfers or exchanges or Warrant Certificates from
and after the date of mailing of the notice by the Warrant Agent pursuant to
the Warrant Agreement to the Holders of Warrants with respect to the
procedures for exercise of the Warrants until the 15th day preceding the
Expiration Date.
In addition, in connection with governmental approvals and
stock exchange listings, LabCorp, from time to time, will use its best
efforts (i) to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and to file such
documents under Federal and state securities acts and laws, which may be or
become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants and the
issuance, sale, transfer and delivery of the Warrant Shares issued upon
exercise of Warrants, (ii) to have the Warrants listed on the NYSE (or on
the principal United States securities exchange or exchanges on which the
LabCorp Common Stock is listed, if any, or quoted on NASDAQ, if the LabCorp
Common Stock is so quoted) and (iii) immediately upon the issuance of
Warrant Shares and upon the exercise of the Warrants, to have such Warrant
Shares listed on the NYSE (or on the principal United States securities
exchange or exchanges on which the LabCorp Common Stock is listed, if any,
or quoted on NASDAQ, if the LabCorp Common Stock is so quoted). LabCorp
will cause the Warrants to be delisted (or cease to be quoted, as the case
may be) effective as of the Close of Business on the Expiration Date.
Repurchase of Warrants. LabCorp and its subsidiaries will have
the option, in their sole discretion, at any time or from time to time, to
purchase Warrants (i) in the public market, (ii) by tender or exchange offer
available to all Holders at any price or (iii) in private transactions at a
price not more than 10% over the Market Price (as defined in the Warrant
Agreement) of the Warrants as of the closing date of each such transaction
respectively. Warrants acquired by LabCorp or its subsidiaries will be
canceled and will not be available for reissuance or resale.
Cancellation of Warrants. If LabCorp has purchased or otherwise
acquired Warrants, LabCorp may deliver the Warrant Certificates representing
such Warrants to the Warrant Agent to be canceled and retired. The Warrant
Agent will cancel all Warrants so surrendered.
Anti-Dilution Provisions. The exercise price, the number of
Warrant Shares purchasable upon the exercise of each Warrant and the number of
Warrants outstanding are subject to adjustment from time to time upon the
occurrence of certain events described in the Warrant Agreement (and
summarized below).
If LabCorp (i) pays a dividend on its shares of capital stock
(including LabCorp Common Stock) in shares of LabCorp Common Stock, (ii)
subdivides its outstanding shares of LabCorp Common Stock, (iii) combines its
outstanding shares of LabCorp Common Stock into a smaller number of shares of
LabCorp Common Stock or (iv) issues any shares of its capital stock in a
reclassification of the LabCorp Common Stock, in each case, other than the
Merger pursuant to the Merger Agreement, the number of Warrant Shares
purchasable upon exercise of each Warrant immediately prior thereto will be
adjusted so that each Holder will be entitled, upon exercise, to receive the
kind and number of Warrant Shares or other securities of LabCorp which such
Holder would have owned or have been entitled to receive after the happening
of any of the events described above, had such Warrant been exercised
immediately prior to the happening of such event or any record date with
respect thereto.
If LabCorp issues any rights, options or warrants to holders of
outstanding shares of LabCorp Common Stock (other than pursuant to the Merger
Agreement, the Warrant Agreement, the Merger or stock option plans or similar
plans approved by the Board of Directors of LabCorp), without payment of
additional consideration by such Holders, entitling them to subscribe for or
purchase shares of LabCorp Common Stock at a price per share that is lower
than the Market Price (calculated as of the applicable date of determination)
per share of LabCorp Common Stock, the number of Warrant Shares thereafter
purchasable upon the exercise of each Warrant will be determined by
multiplying the number of Warrant Shares theretofore purchasable upon exercise
of each Warrant by a fraction, the numerator of which will be the number of
shares of LabCorp Common Stock outstanding on the record date for the
issuance of such rights, options or warrants plus the number of additional
shares of LabCorp Common Stock offered for subscription or purchase and the
denominator of which will be the number of shares of LabCorp Common Stock
outstanding on the record date for the issuance of such rights, options or
warrants plus the number of shares which the aggregate offering price of
the total number of shares of LabCorp Common Stock so offered would
purchase at the Market Price per share of LabCorp Common Stock on the
record date with respect thereto.
If LabCorp distributes to all holders of shares of LabCorp
Common Stock evidences of its indebtedness or assets, rights, options or
warrants, or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of LabCorp Common Stock, then in each case
the number of Warrant Shares thereafter purchasable upon the exercise of each
Warrant will be determined by multiplying the number of Warrant Shares
theretofore purchasable upon the exercise of each Warrant, by a fraction, the
numerator of which will be the then current Market Price per share of LabCorp
Common Stock on the date of such distribution and the denominator of which
will be the then current Market Price per share of LabCorp Common Stock on the
date of such distribution less the then fair value of the portion of the
evidences of indebtedness or assets so distributed or of such subscription
rights, options or warrants or convertible or exchangeable securities
applicable to one share of LabCorp Common Stock.
In the event of any capital reorganization or any
reclassification of LabCorp Common Stock except as otherwise provided in the
Warrant Agreement, any Holder of Warrants, upon exercise thereof, will be
entitled to receive, in lieu of the LabCorp Common Stock to which such Holder
would have become entitled upon exercise immediately prior to such
reorganization or reclassification, the shares or other securities or property
of LabCorp that such Holder would have been entitled to receive at the same
aggregate exercise price upon such reorganization or reclassification if such
Holder's Warrants had been exercised immediately prior thereto.
In the event of any consolidation of LabCorp with, or merger of
LabCorp into, another corporation or in case of any sale or conveyance to
another corporation of the property of LabCorp as an entirety or substantially
as an entirety, LabCorp or such successor or purchasing corporation, as the
case may be, will execute with the Warrant Agent an agreement that each Holder
will have the right thereafter, upon payment of the exercise price in effect
immediately prior to such action, to purchase upon exercise of each Warrant
the kind and amount of shares and other securities and property which such
Holder would have owned or to which such Holder would have been entitled to
receive after the happening of such consolidation, merger, sale or conveyance
had such Warrant been exercised immediately prior to such action.
Warrant Agent. The Warrant Agreement provides that the
Warrant Agent will undertake customary duties and obligations imposed by
the Warrant Agreement upon the following terms and conditions, by which
LabCorp, and the Holders, by their acceptance of the Warrants, will be
bound: (i) the statements contained in the Warrant Agreement and in the
Warrant Certificates will be taken as statements of LabCorp, and the
Warrant Agent will assume no responsibility for the correctness of any of
the same, except such as describes the Warrant Agent or action taken or to
be taken by it, and, except as otherwise provided in the Warrant Agreement,
the Warrant Agent will assume no responsibility with respect to the
execution, delivery or distribution of the Warrant Certificates, (ii) the
Warrant Agent will not be responsible for any failure of LabCorp to comply
with any of the covenants contained in the Warrant Agreement or in the
Warrant Certificates, nor will it at any time be under any duty or
responsibility to any Holder to make, or cause to be made, any adjustment
in the exercise price or in the number of Warrant Shares issuable upon
exercise of any Warrant (except as instructed by LabCorp) or to determine
whether any facts exist which may require any such adjustments or the
method employed in making any such adjustments, (iii) the Warrant Agent may
consult at any time with counsel satisfactory to it, and the Warrant Agent
will incur no liability or responsibility to LabCorp or any holder of any
Warrant Certificate in respect of any action taken, suffered or omitted by
it under the Warrant Agreement in good faith and in accordance with the
opinion or the advice of such counsel, (iv) the Warrant Agent will incur no
liability or responsibility to LabCorp, or to any Holder, for any action
taken in reliance on any notice, resolution, waiver, consent, order,
certificate or other paper, document or instrument believed by it to be
genuine and to have been signed, sent or presented by the proper party or
parties, (v) LabCorp will promptly pay the Warrant Agent the compensation
to be agreed upon with LabCorp for all services rendered by the Warrant
Agent, to reimburse the Warrant Agent for its reasonable out-of-pocket
expenses incurred without negligence, bad faith or breach of the Warrant
Agreement on its part in connection with the services rendered by it under
the Warrant Agreement and to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without
negligence, bad faith or breach of the Warrant Agreement on its part
arising out of, or in connection with, its acting as such Warrant Agent,
(vi) the Warrant Agent will be under no obligation to institute any action,
suit or legal proceeding, or to take any action likely to involve expense,
unless LabCorp or one or more Holders of Warrant Certificates will furnish
the Warrant Agent with reasonable security and indemnity for any costs or
expenses which may be incurred, (vii) the Warrant Agent and any
stockholder, director, officer or employee of the Warrant Agent, may buy,
sell or deal in any of the Warrants or other securities of LabCorp or
become pecuniarily interested in any transaction in which LabCorp may be
interested, or contract with or lend money to LabCorp or otherwise act as
fully and freely as though they were not the Warrant Agent, or a
stockholder, director, officer or employee of the Warrant Agent, as the
case may be, (viii) the Warrant Agent will act solely as agent for LabCorp,
and its duties will be determined solely by the provisions of the Warrant
Agreement, (ix) LabCorp will perform, execute, acknowledge and deliver, or
cause to be performed, executed, acknowledged and delivered, all such
further and other acts, instruments and assurances as may reasonably be
required by the Warrant Agent for the carrying out or performing of the
provisions of the Warrant Agreement, (x) the Warrant Agent will not be
under any responsibility in respect of the validity of the Warrant
Agreement, the execution and delivery of the Warrant Agreement or in
respect of the validity or execution of any Warrant Certificate, nor will
the Warrant Agent by any act under the Warrant Agreement be deemed to make
any representation as to the authorization or reservation of the Warrant
Shares, any Warrant Certificate, whether the Warrant Shares will, when
issued, be validly issued, fully paid and nonassessable or the exercise
price or number of Warrant Shares issuable upon exercise of any Warrant,
(xi) the Warrant Agent is authorized and directed to accept instructions
with respect to the performance of its duties under the Warrant Agreement
from the Chairman of the Board, the Chief Executive Officer, the President,
any Vice President, the Treasurer, the Secretary or an Assistant Secretary of
LabCorp and to apply to such officers for advice or instructions in
connection with its duties and will not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instruction of
any such officer or in good faith reliance upon any statement signed by any
one of such officers of LabCorp with respect to any fact or matter which
may be deemed to be conclusively proved and established by such signed
statement.
The Warrant Agreement provides that, if the Warrant Agent
resigns or becomes incapable of acting as Warrant Agent, or if the Board of
Directors of LabCorp by resolution removes the Warrant Agent, LabCorp will
appoint a successor to the Warrant Agent. If LabCorp fails to make such
appointment within a period of 30 days after such resignation, incapacity
or removal, any Holder may apply to any court of competent jurisdiction for
the appointment of a successor to the Warrant Agent. Pending appointment
of a successor to the Warrant Agent, either by LabCorp or by such court,
the duties of the Warrant Agent will be carried out by LabCorp.
Termination. The Warrant Agreement will terminate
immediately after (i) all Warrant Shares in respect of properly exercised
Warrants have been issued (if LabCorp does not elect to effect a
Redemption) or (ii) LabCorp has paid the Redemption Amount with respect to
all Holders (if LabCorp elects to effect a Redemption), provided that the
provisions pertaining to the terms and conditions under which the Warrant
Agent has agreed to undertake the duties and obligations imposed by the
Warrant Agreement survive such termination until such time that the
obligations contemplated thereunder have been satisfied.
Supplements and Amendments. LabCorp and the Warrant Agent
may, from time to time, supplement or amend the Warrant Agreement without
the approval of the Holders to cure any ambiguity, manifest error or other
mistake, to correct any provision of the Warrant Agreement that may be
defective or inconsistent with any other provisions of the Warrant
Agreement or to make any other provisions in regard to matters or questions
arising under the Warrant Agreement that LabCorp and the Warrant Agent may
deem necessary or desirable and that will not adversely affect, alter or
change the interest of the Holders.
PLAN OF DISTRIBUTION
Any distribution of the Offered Shares or the Offered Warrants
by the Selling Stockholder, or by pledgees, may be effected from time to time
in one or more of the following transactions: (a) to underwriters who will
acquire the Offered Shares or the Offered Warrants for their own account and
resell them in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale (any public offering price and any discount or concessions allowed or
reallowed or paid to dealers may be changed from time to time); (b) through
brokers, acting as principal or agent, in transactions (which may involve
block transactions) on the NYSE, in special offerings, or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices; or (c) directly or
through brokers or agents in private sales at negotiated prices, or by any
other legally available means.
The Selling Stockholder and any such underwriters, brokers,
dealers or agents, upon effecting the sale of the Offered Shares or the
Offered Warrants, may be deemed "underwriters" as that term is defined by the
Securities Act.
Underwriters participating in any offering made pursuant to this
Prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating
in such transactions may receive brokerage or agent's commissions or fees.
In order to comply with the securities laws of certain states,
if applicable, the Offered Shares and the Offered Warrants will be sold in
such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the Offered Shares and the Offered Warrants may
not be sold unless the Offered Shares and the Offered Warrants have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
LabCorp has agreed to use its efforts to create a resale
prospectus that would permit the Selling Stockholder (or any pledgee of the
Offered Shares or the Offered Warrants under a bona fide pledge arrangement
with the Selling Stockholder) to sell the Offered Shares or the Offered
Warrants without restriction and to keep the registration statement containing
such resale prospectus continuously effective until December 13, 1997. LabCorp
has agreed to pay certain expenses in connection with such registration,
including (i) all registration and filing fees, (ii) fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
securities registered), (iii) printing expenses, (iv) internal expenses of
LabCorp (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), (v) reasonable
fees and disbursements of counsel for LabCorp and customary fees and expenses
for independent certified public accountants retained by LabCorp (including
the expenses of any comfort letters or costs associated with the delivery by
independent certified public accountants of a comfort letter or comfort
letters), (vi) the reasonable fees and expenses of any special experts
retained by LabCorp in connection with such registration, (vii) reasonable
fees and expenses of one counsel for the Selling Stockholder selected by the
Selling Stockholder, (viii) fees and expenses in connection with any review of
underwriting arrangements by the National Association of Securities Dealers,
Inc. including fees and expenses of any "qualified independent underwriter"
and (ix) fees and disbursements of underwriters customarily paid by issuers or
sellers of securities. LabCorp will not be responsible for any underwriting
fees, discounts or commissions or any out-of-pocket expenses (except as set
forth in clause (vii) above) of the Selling Stockholder or any fees and
expenses of underwriters' counsel. The Selling Stockholder may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the Offered Shares and the Offered Warrants against certain
liabilities, including liabilities arising under the Securities Act. LabCorp
and the Selling Stockholder have agreed to indemnify each other and certain
other persons against certain liabilities in connection with the offering of
the Offered Shares and the Offered Warrants including liabilities arising
under the Securities Act.
EXPERTS
The consolidated financial statements and schedule of LabCorp
and subsidiaries as of December 31, 1995 and 1994, and for each of the years
in the three-year period ended December 31, 1995, have been incorporated by
reference herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The consolidated statement of operations and cash flows of Roche
Biomedical Laboratories, Inc. for the year ended December 31, 1994
incorporated in this Prospectus by reference to the National Health
Laboratories Holdings Inc. Registration Statement on Forms S4/S3 dated April
25, 1995 (Registration No. 33-58775) filed under the Securities Act of 1933,
as amended, which contains the statement of operations and cash flows for the
year ended December 31, 1994, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters regarding the issuance of shares of LabCorp Common
Stock to the Selling Stockholder and the issuance of Warrants to the Selling
Stockholder were passed upon for LabCorp by Cravath, Swaine & Moore, New York,
New York.
