As filed with the Securities and Exchange Commission on November 7, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Laboratory Corporation of America Holdings
(Exact Name of issuer as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
358 South Main Street
Burlington, North Carolina 27215
(910) 229-1127
(Address of principal executive offices)
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Laboratory Corporation of America Holdings
1995 Stock Plan for Non-Employee Directors
(Full title of the Plan)
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Bradford T. Smith
Executive Vice President, General Counsel
Corporate Compliance Officer and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (910) 229-1127
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
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Common Stock (par value 300,000 shares $2.4375 $731,250 $252.16
$.01 per share).....
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* Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions
** Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933 solely for the purpose of computing the
registration fee, based on the average of the high and low sale prices of
the securities being registered hereby on the Composite Tape on
November 6, 1997.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Laboratory Corporation of America Holdings (the "Company")
hereby incorporates herein by reference the Company's Registration Statement
on Form S-8 (No. 33-62913) dated September 26, 1995, filed under the Securities
Act of 1933 and the contents therein
EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit No.
- -----------
5 Opinion of Davis Polk & Wardwell
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Burlington, State of North Carolina,
on the 7th day of November, 1997.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By /s/ Thomas P. Mac Mahon
----------------------------------------
Thomas P. Mac Mahon
Chairman of the Board, President
and Chief Executive 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas P. Mac Mahon Chairman of the Board, President, Chief November 7, 1997
- --------------------------- Executive Officer and Director
Thomas P. Mac Mahon
/s/ * Executive Vice President, Chief November 7, 1997
- --------------------------- Financial Officer and Treasurer
Wesley R. Elingburg (Principal Accounting and Financial
Officer)
/s/ * Director November 7, 1997
- ---------------------------
Jean-Luc Belingard
/s/ * Director November 7, 1997
- ---------------------------
Wendy E. Lane
/s/ * Director November 7, 1997
- ---------------------------
Robert E. Mittelstaedt, Jr.
/s/ * Director November 7, 1997
- ---------------------------
James B. Powell, M.D.
/s/ * Director November 7, 1997
- ---------------------------
David B. Skinner, M.D.
/s/ * Director November 7, 1997
- ---------------------------
Andrew G. Wallace, M.D.
*By:/s/ Thomas P.Mac Mahon
------------------------
Thomas P. Mac Mahon
Attorney-in-Fact
</TABLE>
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
5 Opinion of Davis Polk & Wardwell........................... 7
23.1 Consent of KPMG Peat Marwick LLP........................... 8
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5)... 7
24 Powers of Attorney......................................... 9
EXHIBIT 5
November 7, 1997
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
Ladies and Gentlemen:
We are acting as special counsel for Laboratory Corporation of
America Holdings in connection with the filing of a Registration Statement
(the "Registration Statement") on Form S-8 under the Securities Act of 1933,
as amended, relating to 300,000 shares of common stock, par value $0.01 per
share (the "Common Stock"), deliverable in accordance with the Laboratory
Corporation of America Holdings 1995 Stock Plan for Non-Employee Directors as
referred to in such Form S-8 (the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments relating to the
adoption and amendment of the Plan as we have deemed necessary or advisable
for the purposes of this opinion.
Upon the basis of the foregoing, we are of the opinion that the
Common Stock deliverable pursuant to the Plan, when delivered in accordance
with the Plan will be duly authorized, validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Laboratory Corporation of America Holdings
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Raleigh, North Carolina
November 5, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of Laboratory
Corporation of America Holdings does hereby constitute and appoint Thomas P.
Mac Mahon, the true and lawful attorney and agent of the undersigned, each
with power of substitution, to do any and all acts and things for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid and to execute any and
all instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 1st day of July, 1997.
/s/ Wesley R. Elingburg
------------------------
WESLEY R. ELINGBURG
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of Laboratory
Corporation of America Holdings does hereby constitute and appoint Thomas P.
Mac Mahon, the true and lawful attorney and agent of the undersigned, each
with power of substitution, to do any and all acts and things for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid and to execute any and
all instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 1st day of July, 1997.
/s/ Jean-Luc Belingard
-----------------------
JEAN-LUC BELINGARD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of Laboratory
Corporation of America Holdings does hereby constitute and appoint Thomas P.
Mac Mahon, the true and lawful attorney and agent of the undersigned, each
with power of substitution, to do any and all acts and things for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid and to execute any and
all instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 1st day of July, 1997.
/s/ Wendy E. Lane
-----------------------
WENDY E. LANE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of Laboratory
Corporation of America Holdings does hereby constitute and appoint Thomas P.
Mac Mahon, the true and lawful attorney and agent of the undersigned, each
with power of substitution, to do any and all acts and things for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid and to execute any and
all instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 1st day of July, 1997.
/s/ Robert E. Mittelstaedt, Jr.
-------------------------------
ROBERT E. MITTELSTAEDT, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of Laboratory
Corporation of America Holdings does hereby constitute and appoint Thomas P.
Mac Mahon, the true and lawful attorney and agent of the undersigned, each
with power of substitution, to do any and all acts and things for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid and to execute any and
all instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 1st day of July, 1997.
/s/ James B. Powell, M.D.
---------------------------
JAMES B. POWELL, M.D.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of Laboratory
Corporation of America Holdings does hereby constitute and appoint Thomas P.
Mac Mahon, the true and lawful attorney and agent of the undersigned, each
with power of substitution, to do any and all acts and things for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid and to execute any and
all instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 1st day of July, 1997.
/s/ David B. Skinner, M.D.
-----------------------------
DAVID B. SKINNER, M.D.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or
her capacity or capacities as an officer or director or both of Laboratory
Corporation of America Holdings does hereby constitute and appoint Thomas P.
Mac Mahon, the true and lawful attorney and agent of the undersigned, each
with power of substitution, to do any and all acts and things for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid and to execute any and
all instruments for and on behalf of the undersigned and in the name of the
undersigned, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically but without limitation,
power and authority to sign for the undersigned in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto;
and the undersigned does hereby ratify and confirm all that the said attorneys
and agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 1st day of July, 1997.
/s/ Andrew G. Wallace, M.D.
--------------------------
ANDREW G. WALLACE, M.D.
