As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
Laboratory Corporation of America Holdings
(Exact name of issuer as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Address of principal executive offices)
----------
Laboratory Corporation of America Holdings
Amended and Restated 1999 Stock Incentive Plan*
(Full title of the plan)
----------
Bradford T. Smith
Executive Vice President, General Counsel, and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(Name and address of agent for service)
Registrant's telephone number, including area code: (336) 229-1127
<TABLE>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Proposed
Maximum Maximum
Offering Price Aggregate Offering Amount
Titles of Securities Amount to be Per Share*** Price of Registration
To be Registered Registered** Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par 3,200,000 $3.4375 $11,000,000 $2,904.00
value)................
- -------------------------------------------------------------------------------------------------------------
</TABLE>
* Formerly named the Laboratory Corporation of America Holdings 1997 Stock
Option Plan. (On November 7, 1997, pursuant to Registration Statement No.
333-39731, 6,000,000 shares were registered under this Plan and a fee of
$5,043.10 was paid.)
** 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.
*** The shares are to be offered at prices computed upon the basis of
fluctuating market prices. Estimated pursuant to Rule 457 (c, h) of the
General Rules and Regulations under the Securities Act of 1933 solely for
the purpose of computing the registration fee, based on the average of the
high and low prices of the securities being registered hereby on the New
York Stock Exchange Composite Transaction Tape of 1/6/00.
===============================================================================
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Laboratory Corporation of America Holdings (the "Company") hereby
incorporates herein by reference the following documents:
1) The Company's Registration Statement on Form S-8, Registration Number
333-39731, filed November 7, 1997, with respect to the Company's 1997
Stock Option Plan;
2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
3) All reports filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on or after
December 31, 1998; and
4) The description of the Company's Common Stock (incorporated by reference
therein to the Company's Registration Statement on Form S-4 dated April
25, 1994 under the Securities Act of 1933, as amended (the "Securities
Act") in the Company's Registration Statement on Form 8-B dated June 30,
1994 (as amended by Amendment No. 1 thereto dated April 27, 1995) filed
under the Exchange Act, including amendments thereto and any report filed
for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
INTEREST OF COUNSEL
Bradford T. Smith, who has issued the opinion of the Company's Law
Department on the legality of the common stock of the Company offered hereby,
is Executive Vice President, General Counsel and Secretary of the Company. Mr.
Smith owns Company Common Stock and restricted Company Common Stock and/or
stock options. He also holds employee stock options to purchase Company Common
Stock.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
As authorized by Section 145 of the General Corporation Law of the State
of Delaware ("Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including
attorney's fees, judgements, fines, and amounts paid in settlement) actually
and reasonably incurred in connection with the defense or settlement of any
threatened, pending, or completed legal proceedings in which he/she is involved
by reason of the fact that he/she is or was a director or officer of the
Company; provided that he/she acted in good faith and in a manner that he/she
reasonably believed to be in or not opposed to the best interest of the
Company; and, with respect to any criminal action or proceeding, that he/she
had no reasonable cause to believe that his/her conduct was unlawful. If the
legal proceeding, however, is by or in the right of the Company, the director
or officer may not be indemnified in respect of any claim, issue, or matter as
to which he/she shall have 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
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 person entitled to be indemnified to the fullest
extent permitted by the Delaware Corporation Law.
2
<PAGE>
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 with the Company.
EXHIBITS
The following is a complete list of exhibits filed as part of this Registration
Statement:
Exhibit No.
- -----------
4.1 Laboratory Corporation of America Holdings Amended and Restated 1999
Stock Incentive Plan
5 Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of KPMG LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
3
<PAGE>
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 to Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; and
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15 (d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
4
<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 the 7th day
of January, 2000.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By /s/ Bradford T. Smith
--------------------------------------------
Bradford T. Smith
Executive Vice President, General Counsel
and Secretary
5
<PAGE>
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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ * Chairman of the Board, President, Chief January 7, 2000
- ------------------------------------ Executive Officer and Director
Thomas P. Mac Mahon
/s/ * Executive Vice President, Chief January 7, 2000
- ------------------------------------ Financial Officer and Treasurer
Wesley R. Elingburg (Principal Accounting and Financial
Officer)
/s/ * Director January 7, 2000
- ------------------------------------
Jean-Luc Belingard
/s/ * Director January 7, 2000
- ------------------------------------
Wendy E. Lane
/s/ * Director January 7, 2000
- ------------------------------------
Robert E. Mittelstaedt, Jr.
/s/ * Director January 7, 2000
- ------------------------------------
James B. Powell, M.D.
/s/ * Director January 7, 2000
- ------------------------------------
David B. Skinner, M.D.
/s/ * Director January 7, 2000
- ------------------------------------
Andrew G. Wallace, M.D.
*By: /s/ Bradford T. Smith
--------------------------------
Bradford T. Smith
Attorney-in-Fact
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this Registration
Statement:
Exhibit Sequentially
Number Exhibit Numbered Page
- -------- -------------------------------------------------------- -------------
4.1 Laboratory Corporation of America Holdings Amended and
Restated 1999 Stock Incentive Plan...................... 8
5 Opinion of Counsel...................................... 16
23.1 Consent of PricewaterhouseCoopers LLP .................. 17
23.2 Consent of KPMG LLP..................................... 18
23.3 Consent of Counsel (Included in Exhibit 5).............. -
24 Powers of Attorney...................................... 19
7
EXHIBIT 4.1
LABORATORY CORPORATION OF AMERICA HOLDINGS
AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
1. Purpose; Restrictions on Amount Available under this Plan.
This Amended and Restated 1999 Stock Incentive Plan (this "Plan") is
intended to encourage stock ownership by employees of Laboratory Corporation of
America Holdings (the "Company") and employees of Affiliate Corporations (as
defined in Section 2(a) hereof), so that they may acquire or increase their
proprietary interest in the Company, and to encourage such employees to remain
in the employ of the Company and to put forth maximum efforts for the success
of the business of the Company. It is further intended that options granted by
the Committee pursuant to Section 6 of this Plan shall constitute "incentive
stock options" ("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended, and the regulations issued
thereunder (the "Code"), and options granted by the Committee pursuant to
Section 7 of this Plan shall constitute "nonqualified stock options"
("Nonqualified Stock Options"). Grants under this Plan may consist of Incentive
Stock Options, Nonqualified Stock Options (collectively, "Options"), stock
appreciation rights ("Rights"), which Rights may be either granted in
conjunction with Options ("Related Rights") or unaccompanied by Options ("Free
Standing Rights"), or restricted stock awards ("Restricted Shares"), as
hereinafter set forth.
2. Definitions.
As used in this Plan, the following words and phrases shall have the
meanings indicated:
(a) "Affiliate Corporation" or "Affiliate" shall mean any
corporation, directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with the Company.
(b) "Award" shall mean an Option, a Right or Restricted Share granted
hereunder.
(c) "Award Agreement" shall have the meaning set forth in Section 3
hereof.
(d) "Change in Control" shall mean circumstances under which Roche
Holding Ltd or any corporation directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control with
Roche Holding Ltd ceases to maintain "beneficial ownership" (as defined in
Rule 13d-3 of the Exchange Act), individually or in the aggregate, of
securities of the Company representing five percent (5%) or more of the
combined voting power of the Company's then outstanding securities.
(e) "Common Stock" shall mean shares of the Company's common stock,
par value $0.01 per share.
(f) "Disability" shall mean a Participant's inability to engage in
any substantial gainful activity by reason of medically determinable
physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to result in death or that has lasted
or can be expected to last for a continuous period of not less than twelve
(12) months.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(h) "Fair Market Value" per share as of a particular date shall mean
(i) the closing sales price per share of Common Stock on a national
securities exchange for the last preceding date on which there was a sale
of such Common Stock on such exchange, or (ii) if the shares of Common
Stock are then traded on an over-the-counter market, the average of the
closing bid and asked prices for the shares of Common Stock in such
over-the-market for the last preceding date on which there was a sale of
such Common Stock in such market, or (iii) if the shares of Common Stock
are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee in its discretion may
determine.
8
<PAGE>
(i) "Parent Corporation" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if,
at the time of granting an Award, each of such corporations (other than
the Company) owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
(j) "Participant" shall have the meaning set forth in Section 4
hereof.
(k) "Retirement" shall mean a Participant's termination of employment
in accordance with the provisions of the Company's Employee Retirement
Plan at such Participant's Normal Retirement Date, as defined in such
plan.
(l) "Subsidiary Corporation" shall mean any corporation (other than
the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of granting an option, each of such corporations
other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
(m) "Ten Percent Stockholder" shall mean a Participant who, at the
time an Incentive Stock Option is granted, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of its Parent Corporation or Subsidiary
Corporations.
3. Administration.
This Plan shall be administered by a committee (the "Committee") appointed
by the Board of Directors of the Company (the "Board"), which shall be
comprised of two or more persons, each of whom shall qualify as a "Non-Employee
Director" as described in Rule 16b-3(b)(3)(i) promulgated under the Exchange
Act.
The Committee shall have the authority in its discretion, subject to and
not inconsistent with the express provisions of this Plan, to administer this
Plan and to exercise all the powers and authorities either specifically granted
to it under this Plan or necessary or advisable in the administration of this
Plan, including, without limitation, the authority to grant Awards; to
designate Participants; to determine the type or types of Awards to be granted
to a Participant; to determine which Options shall constitute Incentive Stock
Options and which Options shall constitute Nonqualified Stock Options; to
determine which Rights (if any) shall be granted in conjunction with Options;
to determine the purchase price of the shares of Common Stock covered by each
Option (the "Option Price"); to determine the persons to whom, and the time or
times at which, Awards shall be granted; to determine the number of shares to
be covered by each Award; to interpret this Plan; to prescribe, amend and
rescind rules and regulations relating to this Plan; to determine the terms and
provisions of the agreements (which need not be identical) entered into in
connection with Awards granted under this Plan (each an "Award Agreement"); and
to make all other determinations deemed necessary or advisable for the
administration of this Plan. The Committee may delegate to one or more of its
members or to one or more agents such administrative duties as may be deemed
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under this Plan.
No member of the Board of Directors or Committee shall be liable for any
action taken or determination made in good faith with respect to this Plan or
any Award granted hereunder.
9
<PAGE>
4. Eligibility.
Awards may be granted to key employees (including, without limitation,
officers and directors who are employees) of the Company or its present or
future Affiliate Corporations. For purposes of the foregoing, "employee" shall
mean any employee, independent contractor, consultant, advisor, or similar
individual who is providing or who has agreed to provide services to the
Company or to any of its present or future Affiliate Corporations.
Notwithstanding any provision of this paragraph, Incentive Stock Options shall
be granted only to individuals who, on the date of such grant, are employees of
the Company or a Parent Corporation or a Subsidiary Corporation. In determining
the persons to whom Awards shall be granted and the number of shares to be
covered by each Award, the Committee shall take into account the duties of the
respective persons, their present and potential contributions to the success of
the Company and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of this Plan. A person to whom an
Award has been granted hereunder is sometimes referred to herein as a
"Participant."
A Participant shall be eligible to receive more than one grant of an Award
during the term of this Plan, but only on the terms and subject to the
restrictions hereinafter set forth.
5. Stock.
The stock subject to Awards hereunder shall be shares of Common Stock.
Such shares may, in whole or in part, be authorized but unissued shares or
shares that shall have been or that may be reacquired by the Company. The
aggregate number of shares of Common Stock as to which Awards may be granted
from time to time under this Plan shall not exceed 9,200,000 of which the
number of shares of Common Stock as to which Restricted Shares may be granted
from time to time under this Plan shall not exceed 3,200,000. No person may be
granted Options or Rights under this Plan representing an aggregate of more
than 750,000 shares of Common Stock in any year. The limitations established by
the preceding three sentences shall be subject to adjustment as provided in
Section 11 hereof.
To the extent that (1) any Award expires, is terminated or forfeited
without being exercised, settled or with respect to Restricted Shares, vested,
(2) any Option is surrendered on exercise of a Right for cash or the issuance
of fewer shares of Common Stock than issuable under such surrendered Option, or
(3) any Free Standing Right expires or is terminated without being exercised,
the shares of Common Stock issuable thereunder, less such shares issued, shall
become available for grants of Awards.
6. Incentive Stock Options.
Options granted pursuant to this Section 6 are intended to constitute
Incentive Stock Options and shall be subject to the following special terms and
conditions, in addition to the general terms and conditions specified in
Sections 5 and 8 hereof:
(a) Value of Shares. The aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the shares of Common
Stock with respect to which Options granted under this Plan and all other
option plans of the Company, any Parent Corporation and any Subsidiary
Corporation become exercisable for the first time by a Participant during
any calendar year shall not exceed $100,000.
(b) Ten Percent Stockholders. In the case of an Incentive Stock
Option granted to a Ten Percent Stockholder, (i) the Option Price shall
not be less than one hundred ten percent (110%) of the Fair Market Value
of a share of Common Stock of the Company on the date of grant of such
Incentive Stock Option, and (ii) the exercise period shall not exceed five
(5) years from the date of grant of such Incentive Stock Option.
7. Nonqualified Stock Options.
Options granted pursuant to this Section 7 are intended to constitute
Nonqualified Stock Options and shall be subject only to the general terms and
conditions specified in Sections 5 and 8 hereof.
8. Terms and Conditions of Options.
10
<PAGE>
Each Option granted pursuant to this Plan shall be evidenced by a written
Award Agreement between the Company and the Participant, which agreement shall
comply with and be subject to the following terms and conditions:
(a) Number of Shares. Each Award Agreement shall state the number of
shares of Common Stock to which the Option relates.
(b) Type of Option. Each Award agreement shall specifically identify
the portion, if any, of the Option which constitutes an Incentive Stock
Option and the portion, if any, which constitutes a Nonqualified Stock
Option.
(c) Option Price. Each Award Agreement shall state the Option Price
per share of Common Stock, which shall be not less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock of the
Company on the date of grant of the Option and which, in the case of
Incentive Stock Options, shall be further subject to the limitation
described in Section 6(b) hereof. The Option Price shall be subject to
adjustment as provided in Section 11 hereof. The date on which the
Committee adopts a resolution expressly granting an Option shall be
considered the day on which such Option in granted.
(d) Medium And Time of Payment. The Option Price shall be paid or
satisfied in full, at the time of exercise, in cash or in shares of Common
Stock owned by the Participant for at least six months (which are not the
subject of any pledge or other security interest) having a Fair Market
Value equal to such Option Price or in a combination of cash and such
shares, and may be effected in whole or in part, at the discretion of the
Committee (i) with monies received from the Company at the time of
exercise as a compensatory cash payment, or (ii) with monies borrowed from
the Company pursuant to repayment terms and conditions as shall be
determined from time to time by the Committee, in its discretion
separately with respect to each exercise of Options and each Participant;
provided, however, that each such method and time for payment and each
such borrowing and terms and conditions of security, if any, and repayment
shall be permitted by and be in compliance with applicable law.
(e) Term and Exercise of Options. Options shall be exercisable over
the exercise period as and at the times and upon the conditions that the
Committee may determine, as reflected in the Award Agreement; provided,
however, that the Committee shall have the authority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. The
exercise period shall be determined by the Committee; provided, however,
that in the case of any Incentive Stock Option, such exercise period shall
not exceed ten (10) years from the date of grant of such Incentive Stock
Option and such exercise period shall be further limited in circumstances
described in Section 6(b) hereof. The exercise period shall be subject to
earlier termination as provided in Section 8(f) and 8(g) hereof. An Option
may be exercised as to any or all full shares of Common Stock as to which
the Option has become exercisable, by giving written notice of such
exercise to the Committee; provided, however, that an Option may not be
exercised at any one time as to fewer than one hundred (100) shares (or
such number of shares as to which the Option is then exercisable if such
number of shares is less than one hundred (100)).
(f) Termination of Employment. Except as provided in this Section
8(f) and in Section 8(g) hereof, an Option may not be exercised unless the
Participant is then in the employ of (1) the Company, (2) an Affiliate
Corporation or (3) a corporation issuing or assuming the Option in a
transaction to which Section 424 of the Code applies or a parent
corporation or subsidiary corporation of the corporation described in this
Clause 3, and unless the Participant has remained continuously so employed
since the date of grant of the Option. In the event that the employment of
a Participant shall terminate (other than by reason of death, Disability
or Retirement), all Options of such Participant that are exercisable at
the time of such termination may, unless earlier terminated in accordance
with their terms, be exercised within three (3) months after such
termination. Nothing in this Plan or in any Option or Right granted
pursuant hereto shall confer upon an individual any right to continue in
the employ of the Company or any of its Affiliate Corporations or
interfere in any way with the right of the Company or any such Affiliate
Corporation to terminate such employment at any time.
(g) Acceleration of Benefits upon Death, Disability or Retirement of
Participant or a Change in Control. If (i) a Participant shall die while
employed by the Company or an Affiliate Corporation thereof, (ii) a
Participant shall die within three (3) months after the termination of
such Participant's employment, (iii) the Participant's employment shall
terminate by reason of Disability or Retirement, or (iv) there is a Change
in Control, then in any
11
<PAGE>
such case all Options theretofore granted to such Participant (whether or
not then exercisable) may, unless earlier terminated or expired in
accordance with their terms, be exercised by the Participant or by the
Participant's estate or by a person who acquired the right to exercise
such Option by bequest or inheritance or otherwise by reason of the death
or Disability of the Participant, at any time within one year after the
date of death, Disability or Retirement of the Participant or the Change
in Control.
(h) Nontransferability of Options. Options granted under this Plan
shall not be transferable otherwise than by will or by the laws of descent
and distribution, and Options may be exercised, during the lifetime of the
Participant, only by the Participant or by his guardian or legal
representative.
(i) Rights as a Stockholder. A Participant who is the holder of an
Option or a transferee of an Option shall have no rights as a stockholder
with respect to any shares covered by the Option until the date of the
issuance of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distribution of other rights for
which the record date is prior to the date such stock certificate is
issued, except as provided in Section 11 hereof.
(j) Other Provisions. The Award Agreements authorized under this Plan
shall contain such other provisions, including, without limitation, (i)
the granting of Rights, (ii) the imposition of restrictions upon the
exercise of an Award, and (iii) in the case of an Incentive Stock Option,
the inclusion of any condition not inconsistent with such Option
qualifying as an Incentive Stock Option, as the Committee shall deem
advisable.
9. Stock Appreciation Rights.
(a) Grant and Exercise. In the case of a Nonqualified Stock Option,
Related Rights may be granted either at or after the time of the grant of such
Option. In the case of an Incentive Stock Option, related Rights may be granted
only at the time of the grant of the Incentive Stock Option.
A Related Right or applicable portion thereof granted with respect to a
given Option shall terminate and no longer be exercisable upon the termination
or exercise of the related Option, except that, unless otherwise provided by
the Committee at the time of grant, a Related Right granted with respect to
less than the full number of shares covered by a related Option shall only be
reduced if and to the extent that the number of shares covered by the exercise
or termination of the related Option exceeds the number of shares not covered
by the Right.
A Related Right may be exercised by a Participant, in accordance with
paragraph (b) of this Section 9, by surrendering the applicable portion of the
related Option. Upon such exercise and surrender, the Participant shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(b) of this Section 9. Options which have been so surrendered, in whole or in
part, shall no longer be exercisable to the extent the Related Rights have been
exercised.
(b) Terms and Conditions. Rights shall be subject to such terms and
conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee and as evidenced by a written
Award Agreement between the Company and the Participant, including the
following:
(1) Related Rights shall be exercisable only at such time or times
and to the extent that the Options to which they relate shall be
exercisable in accordance with the provisions of Section 6, 7, 8 and this
Section 9 of this Plan; provided, however, that any Related Right shall
not be exercisable during the first six (6) months of the term of the
Related Right, except that this additional limitation shall not apply in
the event of death of the Participant prior to the expiration of the six
(6) month period.
(2) Upon the exercise of a Related Right, a Participant shall be
entitled to receive up to, but not more than, an amount in cash or shares
of Common Stock equal in value to the excess of the Fair Market Value of
one (1) share of Common Stock over the option price per share specified in
the related Option multiplied by the number of shares in respect of which
the Related Right shall have been exercised, with the Committee having the
right to determine the form of payment.
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(3) Related Rights shall be transferable only when and to the extent
that the underlying Option would be transferable under paragraph (h) of
Section 8 of this Plan.
(4) A Related Right granted in connection with an Incentive Stock
Option may be exercised only if and when the market price of the Common
Stock subject to the Incentive Stock Option exceeds the exercise price of
such Option.
(5) Free Standing Rights shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the
Committee at or after grant; provided, however, that Free Standing Rights
shall not be exercisable during the first (6) six months of the term of
the Free Standing Right, except that this limitation shall not apply in
the event of death of the recipient of the Free Standing Right prior to
the expiration of the six-month period.
(6) The term of each Free Standing Right shall be fixed by the
Committee, but no Free Standing Right shall be exercisable more than ten
(10) years after the date such right is granted.
(7) Upon the exercise of a Free Standing Right, a Participant shall
be entitled to receive up to, but not more than, an amount in cash or
shares of Common Stock equal in value to the excess of the Fair Market
Value of one share of Common Stock over the price per share specified in
the Free Standing Right (which shall be no less than one hundred percent
(100%) of the Fair Market Value of the Common Stock on the date of grant)
multiplied by the number of shares in respect of which the Right is being
exercised, with the Committee having the right to determine the form of
payment.
(8) No Free Standing Right shall be transferable by the Participant
otherwise than by will or by the laws of descent and distribution, and all
such rights shall be exercisable, during the Participant's lifetime, only
by the Participant or his legal guardian or legal representative.
(9) In the event of the termination of employment of a recipient of a
Free Standing Right, such right shall be exercisable to the same extent
that an Option would have been exercisable in the event of the termination
of employment of a Participant.
10. Restricted Shares.
(a) Grant. Subject to the provisions of this Plan, the Committee shall
have sole and complete authority to determine the Participants to whom
Restricted Shares shall be granted, the number of Restricted Shares to be
granted to each Participant, the duration of the period during which, and the
conditions under which, the Restricted Shares may be forfeited to the Company,
and the other terms and conditions of such Awards.
(b) Transfer Restrictions. Restricted Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as provided in an Award
Agreement. Certificates issued in respect of Restricted Shares shall be
registered in the name of the Participant and deposited by such Participant,
together with a stock power endorsed in blank, with the Company. Upon the lapse
of the restrictions applicable to such Restricted Shares, the Company shall
deliver such certificates to the Participant or the Participant's legal
representative.
(c) Dividends and Distributions. Dividends and other distributions paid on
or in respect of Restricted Shares, if any, may be paid directly to the
Participant, or may be reinvested in additional Restricted Shares, as
determined by the Committee in its sole discretion.
(d) Acceleration of Benefits upon Death, Disability or Retirement of
Participant or a Change in Control. If (i) a Participant shall die while
employed by the Company or an Affiliate Corporation thereof, (ii) the
Participant's employment shall terminate by reason of Disability or Retirement,
or (iii) there is a Change in Control, then in any such case all Restricted
Shares theretofore granted to such Participant shall become immediately vested
and nonforfeitable.
11. Effect of Certain Changes.
13
<PAGE>
(a) If there is any change in the number of outstanding shares of Common
Stock by reason of any stock dividend, stock split, recapitalization,
combination, exchange of shares, merger, consolidation, liquidation, split-up,
spin-off or other similar change in capitalization, any distribution to
shareholders, including a rights offering, other than cash dividends, or any
like change, then the number of shares of Common Stock available for Awards,
the number of such shares of Common Stock covered by outstanding Awards, and
the price per share of Options or the applicable market value of Rights, shall
be proportionately adjusted by the Committee to reflect such change or
distribution; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.
(b) In the event of a change in the Common Stock as presently constituted,
which is limited to a change of all of its authorized shares with par value
into the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be Common Stock
within the meaning of this Plan.
(c) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive,
provided that each Incentive Stock Option granted pursuant to this Plan shall
not be adjusted in a manner that causes such option to fail to continue to
qualify as an Incentive Stock Option within the meaning of Section 422 of Code.
12. Agreement by Participant Regarding Withholding Taxes.
If the Committee shall so require, as a condition of grant, exercise, or
settlement or otherwise, each Participant shall agree that:
(a) no later than the date a Participant recognizes taxable income in
connection with an Award granted hereunder in connection with the exercise
or settlement of such Award or otherwise, the Participant will pay to the
Company or make arrangements satisfactory to the Committee regarding
payment of any federal, state or local taxes of any kind required by law
to be withheld upon the exercise or settlement of such Award (any such
tax, a "Withholding Tax"); and
(b) the Company shall, to the extent permitted or required by law,
have the right to deduct any Withholding Tax from any payment of any kind
otherwise due to the Participant.
13. Gross-Up for Excise Tax.
An Award Agreement may provide that in the event that a Participant
becomes entitled by reason of a Change of Control to the accelerated vesting of
an Award, if such Participant will be subject to excise tax (the "Excise Tax")
under Section 4999 of the Code, the Company shall pay to such Participant as
additional compensation an amount (the "Gross-Up Payment") which, after payment
by such Participant of all taxes (including any federal, state and local income
tax and excise tax upon the payment provided for by this Section 13) allows
Participant to retain an amount of the Gross-Up Payment equal to the Excise
Tax. For purposes of determining whether a Participant will be subject to the
Excise Tax and the amount of such Excise Tax, (i) any other payments or
benefits received or to be received by such Participant in connection with a
Change in Control of the Company or the Participant's termination of employment
(whether pursuant to the terms of the Award Agreement or any other plan,
arrangement or agreement with the Company, any entity whose actions result in a
Change in Control of the Company or any entity affiliated with the Company or
such entity) shall be treated as "parachute payments" within the meaning of
Section 280G(b)(2) of the Code, and all "excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code shall be treated as subject to the
Excise Tax, unless in the opinion of tax counsel selected by the Company's
independent auditors and reasonably acceptable to the Participant such other
payments or benefits (in whole or in part) do not constitute parachute
payments, including by reason of Section 280G(b)(4)(A) of the Code, or such
excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered, within the meaning of Section
280G(b)(4)(B) of the Code, or are otherwise not subject to the Excise Tax, (ii)
the amount of payments or benefits treated as subject to the Excise Tax shall
be equal to the lesser of (A) the total amount of payments or benefits
conferred on such Participant by reason of the Change of Control or (B) the
amount of excess parachute payments within the meaning of Section 280G(b)(1) of
the Code (after applying clause (i), above), and (iii) the value of any noncash
benefits or any deferred payment or benefit shall be determined by the
Company's independent auditors in accordance with the principles of Sections
280G(d)(3) and (4) of the Code. For purposes of determining the amount of the
Gross-Up Payment, the Participant shall be deemed to pay federal income taxes
at the highest marginal rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made
14
<PAGE>
and state and local income taxes at the highest marginal rate of taxation in
the state and locality of the Participant's residence on the date on which the
Excise Tax is incurred, net of the maximum reduction in federal income taxes
which could be obtained from deduction of such state and local taxes. In the
event that the Excise Tax is subsequently determined to be less than the amount
taken into account hereunder, the Participant shall repay to the Company, at
the time that the amount of such reduction in Excise Tax is finally determined,
the portion of the Gross-Up Payment attributable to such reduction (plus that
portion of the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income tax deduction) plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is determined to exceed the amount taken into account
hereunder (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), the Company shall
make an additional Gross-Up Payment in respect of such excess (plus any
interest, penalties or additions payable by the Participant with respect to
such excess) at the time that the amount of such excess finally is determined.
The Participant and the Company each shall reasonably cooperate with the other
in connection with any administrative or judicial proceedings concerning the
existence or amount of liability for Excise Tax.
14. Termination and Amendment.
Unless terminated by action of the Board of Directors or the Committee, no
Awards may be granted under this Plan after May 19, 2007. This Plan may be
amended or terminated at any time by the Committee, except that no amendment
may be made without shareholder approval if the Committee determines that such
approval is necessary to comply with any tax or regulatory requirement,
including any approval requirement which is a prerequisite for exemptive relief
from Section 16 of the Exchange Act, for which or with which the Committee
determines that it is desirable to qualify or comply. The Committee may amend
the terms of any Award Agreement and any Award granted, retroactively or
prospectively, but no amendment may adversely affect any vested Award without
the holder's consent.
15. Effectiveness; Approval of Stockholders.
This Plan, as amended and restated, shall take effect upon its adoption by
the Board of Directors, but its effectiveness and the exercise of any Awards
granted subsequent to the effectiveness of the amendment shall be subject to
the approval of the holders of a majority of the voting shares of the Company,
which approval must occur within twelve (12) months after the date this Plan is
adopted by the Board.
16. Effect of Headings.
The section and subsection headings contained herein are for convenience
only and shall not affect the construction hereof.
15
EXHIBIT 5
January 7, 2000
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
Ladies and Gentlemen:
I am an Executive Vice President, General Counsel and Secretary of Laboratory
Corporation of America Holdings, and I offer this opinion 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 3,200,000 shares
of common stock, par value $0.01 per share (the "Common Stock"), deliverable in
accordance with the Laboratory Corporation of America Holdings 1999 Stock
Incentive Plan as referred to in such Form S-8 (the "Plan").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments relating to the adoption and amendment of the
Plan as I have deemed necessary or advisable for the purposes of this opinion.
Upon the basis of the foregoing, I am 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.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Bradford T. Smith, Esq.
Executive Vice President,
General Counsel and Secretary
16
EXHIBIT 23.1
[Letterhead of PriceWaterhouseCoopers]
Consent of Independent Accountants
To the Board of Directors
Laboratory Corporation of America Holdings:
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Laboratory Corporation of America Holdings Amended and
Restated 1999 Stock Incentive Plan) of our report, dated February 12, 1999
relating to the financial statements, which appears in Laboratory Corporation
of America Holdings and its subsidiaries' Annual Report on Form 10-K for the
year ended December 31, 1998.
/s/ PriceWaterhouseCoopers LLC
Charlotte, North Carolina
January 6, 2000
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 in the
registration statement on Form S-8 of Laboratory Corporation of America
Holdings.
/s/ KPMG LLP
Raleigh, North Carolina
January 6, 2000
18
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 Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, 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
attorney and agent 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
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ Thomas P. Mac Mahon
---------------------------------
THOMAS P. MAC MAHON
19
<PAGE>
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 Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, 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
attorney and agent 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
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ Wesley R. Elingburg
-----------------------
WESLEY R. ELINGBURG
20
<PAGE>
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 Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, 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
attorney and agent 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
attorney and agent, his substitute or substitutes, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ Jean-Luc Belingard
----------------------
JEAN-LUC BELINGARD
21
<PAGE>
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 Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, 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
attorney and agent 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
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ Wendy E. Lane
-----------------
WENDY E. LANE
22
<PAGE>
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 Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, 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
attorney and agent 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
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ Robert E. Mittelstaedt, Jr.
-------------------------------
ROBERT E. MITTELSTAEDT, JR.
23
<PAGE>
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 Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, 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
attorney and agent 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
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ James B. Powell, M.D.
-------------------------
JAMES B. POWELL, M.D.
24
<PAGE>
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 Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, 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
attorney and agent 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
attorney and agent, or their substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ David B. Skinner, M.D.
--------------------------
DAVID B. SKINNER, M.D.
25
<PAGE>
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 Bradford T. Smith, Esq.,
the true and lawful attorney and agent of the undersigned, 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 attorney and agent, 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 attorney and agent, or his substitute or
substitutes, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ Andrew G. Wallace, M.D.
---------------------------
ANDREW G. WALLACE, M.D.
26
