As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-
+===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Delaware 358 South Main Street 13-3757370
(State or other jurisdiction of Burlington, North Carolina 27215 (I.R.S. Employer
incorporation or organization) (336) 229-1127 Identification Number)
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
</TABLE>
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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
(336) 229-1127
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
PETER R. DOUGLAS
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Each Class Amount to be Offering Price Aggregate Amount of
of Securities to be Registered Registered per Unit(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock
($0.10 par value)............... 5,000,000 shares $111.50000 $557,500,000 $147,180.00
=====================================================================================================================
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(1) Estimated solely for the purpose of computing the amount of the
registration fee. Calculated pursuant to Rule 457(c) on the basis of the
average of the high and low reported prices of the Registrant's Common
Stock on the New York Stock Exchange on September 22, 2000.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS (Subject to Completion)
Issued September , 2000
5,000,000 SHARES
LABORATORY CORPORATION OF
AMERICA HOLDINGS
COMMON STOCK
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All of these shares are being offered for sale from time to time by Roche
Holdings, Inc.
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The common stock is traded on the New York Stock Exchange under the symbol
"LH." On September 26, 2000, the last reported sale price for the common stock
on the New York Stock Exchange was $110.3125 per share.
-----------------------
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved these securities, or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
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September , 2000
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TABLE OF CONTENTS
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Page
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Where You Can Find More Information............................................1
Our Business...................................................................2
Market Prices of Common Stock..................................................3
Selling Stockholder............................................................4
Plan of Distribution...........................................................5
Legal Matters..................................................................5
Experts........................................................................5
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements,
registration statements and other information with the SEC. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may read and copy any document we file at the SEC's
public reference rooms at 7 World Trade Center, New York, New York 10048;
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and 450 Fifth Street, N.W. Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.
We have filed with the SEC a registration statement under the Securities
Act of 1933 to register the common stock offered by this prospectus. This
prospectus is only part of the registration statement and does not contain all
of the information in the registration statement and its exhibits because
certain parts are allowed to be omitted by SEC rules. Statements in this
prospectus about documents filed as an exhibit to the registration statement or
otherwise filed with the SEC are only summary statements and may not contain
all the information that may be important to you. For further information about
us, and the common stock offered under this prospectus, you should read the
registration statement, including its exhibits and the documents incorporated
into it by reference.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus. Information that we file later with the
SEC will automatically update and supersede this information. We incorporated
by reference the documents listed below and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), until all of the common stock offered
under this prospectus is sold.
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000;
3. All reports filed pursuant to Section 13 or 15(d) of the Exchange Act
on or after December 31, 1999; and
4. The description of the common stock in the registration statements
filed by us pursuant to Section 12 of the Exchange Act and any
amendment or report filed for the purpose of updating any such
description.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of common stock in any state where the offer is not permitted.
You should not assume that the information in this prospectus is accurate as of
any date other than the date on the front of this prospectus.
You may request a copy of these filings at no cost, by contacting us at
the following address:
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
Attention: Bradford T. Smith
1
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OUR BUSINESS
Laboratory Corporation of America Holdings, headquartered in Burlington,
North Carolina, is the second largest independent clinical laboratory company
in the United States based on 1999 net revenues. Through a national network of
laboratories, we offer more than 2,000 different clinical laboratory tests
which are used by the medical profession in routine testing, patient diagnosis,
and in the monitoring and treatment of disease. Since our founding in 1971, we
have grown into a network of 25 major laboratories and approximately 1,200
service sites consisting of branches, patient service centers and STAT
laboratories (laboratories that have the ability to perform certain routine
tests quickly and report results to the physician immediately), serving clients
in 50 states.
Our company was formerly known as National Health Laboratories Holdings
Inc., which merged in 1995 with Roche Biomedical Laboratories, Inc., an
indirect subsidiary of Roche Holdings, Inc. We then changed our name to
Laboratory Corporation of America Holdings.
Recent Developments
During May 2000, our stockholders approved a 1 for 10 reverse stock split.
As a result, the number of authorized shares of common stock decreased from
520,000,000 to 52,000,000 and the par value increased from $0.01 to $0.10. All
references to common stock, common shares outstanding and per share amounts
have been restated to reflect the 1 for 10 common stock split on a retroactive
basis.
On July 13, 2000 we announced that more than 99.97 percent of the shares
of our outstanding 8 1/2 percent Series A Convertible Exchangeable Preferred
Stock and 8 1/2 percent Series B Convertible Pay-in-Kind Preferred Stock called
for redemption had been converted into our common stock at the request of the
preferred shareholders. Conversion of such shares of preferred stock into
common stock resulted in the issuance of approximately 20.9 million additional
shares of common stock since the redemption was announced on June 6, 2000, for
a total of 34,480,905 common shares outstanding as of September 26, 2000.
During June 2000, we completed the acquisition of the laboratory testing
business of San Diego-based Pathology Medical Laboratories for approximately
$14.5 million in cash.
At the end of July 2000, we completed the acquisition of all of the stock
of National Genetics Institute, Inc. (NGI), which is based in Los Angeles,
California, for approximately $56.0 million in cash. The purchase agreement
provides for additional payments of up to $16.0 million, contingent upon the
realization of certain specified revenue targets by NGI. NGI revenues for the
past twelve months approximated $28.0 million.
2
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MARKET PRICES OF COMMON STOCK
Our common stock has been listed and traded on the New York Stock Exchange
under the symbol "LH" since May 1, 1995. The following table sets forth the
high and low sales prices per share reported on the NYSE Composite Tape, based
upon information supplied by the Exchange and reflecting the 1 for 10 reverse
common stock split on a retroactive basis.
Market Place
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Period High Low
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1998:
First Quarter........................................ $ 21.875 $ 15.625
Second Quarter....................................... 27.50 18.125
Third Quarter........................................ 24.375 11.25
Fourth Quarter....................................... 18.75 11.875
1999:
First Quarter........................................ 23.125 12.50
Second Quarter....................................... 29.375 16.875
Third Quarter........................................ 32.50 22.50
Fourth Quarter....................................... 38.75 24.375
2000:
First Quarter........................................ 46.875 31.25
Second Quarter....................................... 81.000 39.375
Third Quarter (through September 26, 2000)........... 132.500 76.250
On September 26, 2000, the last reported sale price of the common stock on
the New York Stock Exchange was $110.3125.
3
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SELLING STOCKHOLDER
The Selling Stockholder intends to dispose of shares of common stock in
various ways, as set forth under "Plan of Distribution" below. As of September
26, 2000, the Selling Stockholder owned 15,352,537 shares of common stock
(approximately 44.5% of the common stock outstanding). At September 26, 2000
assuming the Selling Stockholder sells the full amount of the 5,000,000 shares
of common stock covered by this registration statement, the Selling
Stockholder's ownership of our common stock would be approximately 30.02%.
The following table sets forth certain information regarding the
beneficial ownership of common stock by the Selling Stockholder and as adjusted
to give effect to the sale of the shares covered by this prospectus.
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Shares Beneficially Owned
After Offering
Shares --------------------------
Beneficially
Owned Prior to of Shares Number
Name of Selling Shareholder Offering Being Offered of Shares Percent
------------------------------- -------------- ------------- ---------- --------
<S> <C> <C> <C> <C>
Roche Holdings, Inc. 15,352,537 5,000,000 10,352,537 30.02%
One Commerce Center, Suite 1050
Wilmington, Delaware 19801
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</TABLE>
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PLAN OF DISTRIBUTION
We will receive no proceeds from this offering. The common stock offered
hereby may be sold by the Selling Stockholder from time to time in public
offerings, in transactions in the over-the-counter market, in negotiated
transactions, or in a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices. The Selling
Stockholder may effect such transactions by selling the common stock to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholder
and/or the purchasers of the common stock for whom such brokers-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer might be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares of common stock may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
The Selling Stockholder and any broker-dealers or agents that participate
with the Selling Stockholder in the distribution of the common stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
We agreed to register the common stock under the Securities Act, and pay
all reasonable fees and expenses incident to the filing of this Registration
Statement.
LEGAL MATTERS
The validity of the common stock will be passed upon on our behalf by Bradford
T. Smith, Executive Vice President, General Counsel, Corporate Compliance
Office and Secretary. Mr. Smith is a full-time employee and an officer of
Laboratory Corporation of America Holdings and beneficially owns 64,415 shares
of common stock.
EXPERTS
The consolidated financial statements of Laboratory Corporation of America
Holdings as of December 31, 1999 and 1998, and for each of the three years in
the period ended December 31, 1999, incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee................ $147,180
Legal fees and expenses............................................ 30,000
Accounting fees and expenses....................................... 12,000
Miscellaneous...................................................... 5,000
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Total......................................................... $194,180
========
Except for the SEC registration fee, all of the foregoing are estimates.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
As authorized by Section 145 of the General Corporation Law of the State
of Delaware ("Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including
attorney's fees, judgments, fines, and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending, or completed legal proceedings in which he/she is involved
by reason of the fact that he/she is or was a director or officer of the
Company; provided that he/she acted in good faith and in a manner that he/she
reasonably believed to be in or not opposed to the best interest of the
Company; and, with respect to any criminal action or proceeding, that he/she
had no reasonable cause to believe that his/her conduct was unlawful. If the
legal proceeding, however, is by or in the right of the Company, the director
or officer may not be indemnified in respect of any claim, issue, or matter as
to which he/she shall have adjudged to be liable for negligence or misconduct
in the performance of his or her 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 or her 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 persons entitled to be indemnified to the fullest
extent permitted by the Delaware Corporation Law.
The Company maintains policies of officers' and directors' liability
insurance in respect of acts or omissions of current and former officers and
directors of the Company, its subsidiaries, and "constituent" companies that
have been merged with the Company.
II-1
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ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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5.1 Opinion of Bradford T. Smith, Esquire
23.1 Consent of Bradford T. Smith, Esquire (included in Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page hereto)
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
II-2
<PAGE>
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.
II-3
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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-3 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 September 27
, 2000.
LABORATORY CORPORATION OF AMERICA
HOLDINGS
By: /s/ Bradford T. Smith
------------------------------------------
Bradford T. Smith, Esq.
Executive Vice President, General Counsel,
Corporate Compliance Officer and Secretary
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears below
hereby appoints Thomas P. MacMahon, Wesley R. Elingburg and Bradford T. Smith,
and each of them, any of whom may act without the joinder of the others, as his
or her attorney-in-fact to sign on his or her behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Registration Statement and any related registration statement filed
pursuant to Rule 462 under the Securities Act, which amendments may make such
changes in and additions to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
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:
SIGNATURE TITLE DATE
---------- ----- ----
/s/ Thomas P. MacMahon Chairman of the Board, September 27, 2000
-------------------------------- President,Chief Executive
Thomas P. MacMahon Officer and Director
/s/ Wesley R. Elingburg Executive Vice President, September 27, 2000
-------------------------------- Chief Financial Officer
Wesley R. Elingburg and Treasurer
/s/ Jean-Luc Belingard Director September 27, 2000
--------------------------------
Jean-Luc Belingard
<PAGE>
/s/ Wendy E. Lane Director September 27, 2000
--------------------------------
Wendy E. Lane
/s/ Robert E. Mittelstaedt, Jr. Director September 27, 2000
--------------------------------
Robert E. Mittelstaedt, Jr.
/s/ James B. Powell, M.D. Director September 27, 2000
--------------------------------
James B. Powell, M.D.
/s/ David B. Skinner, M.D. Director September 27, 2000
--------------------------------
David B. Skinner, M.D.
/s/ Andrew G. Wallace, M.D.
-------------------------------- Director September 27, 2000
Andrew G. Wallace, M.D.
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EXHIBITS
5.1 Opinion of Bradford T. Smith, Esquire
23.1 Consent of Bradford T. Smith, Esquire (included in
Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page hereto)
