As filed with the Securities and Exchange Commission on June 6, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
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)
<TABLE>
<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)
</TABLE>
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
-----------------------
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)
-----------------------
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. |_|
-----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed
Proposed Maximum Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Amount of
Securities to be Registered Registered Unit(1) Offering Price(1) Registration Fee
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($0.10 par value)......... 2,500,000 shares $68.21875 $170,546,875 $45,025.00
========================================================================================================
</TABLE>
(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 June 5, 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.
================================================================================
<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 June 6, 2000
2,500,000 SHARES
LABORATORY CORPORATION OF
AMERICA HOLDINGS
COMMON STOCK
-----------------------
All of these shares are being offered for sale from time to time by Roche
Holdings, Inc.
-----------------------
The common stock is traded on the New York Stock Exchange under the symbol
"LH." On June 5, 2000, the last reported sale price for the common stock on the
New York Stock Exchange was $66.875 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.
-----------------------
June , 2000
<PAGE>
-----------------------
TABLE OF CONTENTS
-----------------------
Page
----
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
i
<PAGE>
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 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 Report on Form 10-Q for the quarter ended March 31, 2000;
3. Current reports on Form 8-K dated January 14, 2000, February 15,
2000, March 6, 2000, March 23, 2000, April 4, 2000, April 19, 2000,
April 24, 2000, May 2, 2000 and May 4, 2000; 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
<PAGE>
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 June 6, 2000 we announced the call for redemption on July 7, 2000 all
of our outstanding 8 1/2% Series A Convertible Exchangeable Preferred Stock and
8 1/2% Series B Convertible Pay-in-Kind Preferred Stock.
The redemption price for both the Series A and Series B preferred stock is
$52.83 per preferred share. The Series A preferred stock is currently, and
following June 30, 2000 the Series B preferred stock will be, convertible into
our common stock at the rate of 1.81818 common shares per preferred share at
any time prior to 5:00 p.m., New York City time, on July 6, 2000. At such time,
assuming holders have not previously converted their preferred stock and that we
pay intervening dividends on the Series B preferred stock in additional shares
of Series B preferred stock, there will be 4,229,175 and 7,283,445 shares of
Series A and Series B preferred stock, respectively, outstanding. Conversion
of all such shares of preferred stock into common stock would result in the
issuance of a total of 20,932,015 shares of common stock, which, together with
the 13,341,038 common shares outstanding, would bring the total number of
shares outstanding to 34,273,053. Based on the closing price of the common
stock on the New York Stock Exchange on June 5 of $66.875, each preferred
share currently has a value of $121.59 (on an as-converted basis). Holders may
elect to convert preferred stock in whole or in part, with cash to be paid in
lieu of fractional common shares. We also stated that we intend to declare
dividends on the outstanding Series A and Series B preferred stock through the
redemption date and that our bank syndicate has agreed to the amendment of our
credit facility to provide funding, if required, to the extent shares of
Series A preferred stock and any shares of Series B preferred stock held by
investors other than Roche Holdings, Inc. are not converted prior to
redemption.
In the first quarter of 2000, we reported diluted earnings per common
share on a basis that reflected the conversion of all shares of
Series A and Series B preferred stock into common shares outstanding at
March 31, 2000.
Also, we reported that Roche Holdings, Inc. (which we call the Selling
Stockholder) has indicated that it plans to sell up to 2,500,000 shares of
common stock to a limited number of investors in order not to become a
majority shareholder of our company. See "Selling Stockholder."
2
<PAGE>
MARKET PRICES OF COMMON STOCK
Our common stock has been listed and traded on the New York Stock Exchange
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.
<TABLE>
<CAPTION>
Market Price
-----------------------
Period High Low
---------- ---------
<S> <C> <C>
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 (through June 5, 2000).......... 74.625 39.375
</TABLE>
On June 5, 2000, the last reported sale price of the common stock on the
New York Stock Exchange was $66.875.
3
<PAGE>
SELLING STOCKHOLDER
The Selling Stockholder intends to dispose of shares of common
stock through purchase and sale transactions with a limited number of
independent investors in order not to become a majority shareholder in our
company. As of June 1, 2000, the Selling Stockholder owned 6,132,926 shares of
common stock (approximately 46% of the common stock outstanding) and 6,301,255
shares of Series B preferred stock (approximately 89% of the Series B
preferred stock outstanding). At June 30, assuming the Selling Stockholder
sells the full amount of the 2,500,000 shares of common stock covered by this
registration statement and all of the Series A and Series B preferred stock
(including the Series B preferred stock held by the Selling Stockholder and
additional shares of Series B preferred stock that we will issue in respect of
accrued dividends prior to July 7, 2000) is converted, the Selling
Stockholder's ownership of our common stock would be approximately 45%.
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.
<TABLE>
<CAPTION>
Shares Beneficialy Owned
Shares Beneficially After Offering (2)
Owned Prior to Number of Shares ----------------------------
Name of Selling Shareholder Offering (1) Being Offered Number of Shares Percent
--------------------------- ------------------- ---------------- ---------------- -------
<S> <C> <C> <C> <C>
Roche Holdings, Inc. 17,589,742 2,500,000 15,352,639 44.79%
One Commerce Center, Suite 1050
Wilmington, Delaware 19801
-------------------
<FN>
(1) Includes the total number of shares of common stock that would result from
an assumed conversion of 100% of Series B preferred stock held by the
Selling Stockholder at a ratio of 1.81818 shares of common stock per share
of Series B preferred stock and does not assume any payment to the Selling
Stockholder of accrued dividends on the Series B preferred stock in
addtional shares of Series B preferred stock.
(2) Assumes the payment of accrued dividends on the Series B preferred stock
in additional shares of Series B preferred stock prior to conversion and
conversion of all outstanding shares of Series A and Series B preferred
stock into common stock.
</FN>
</TABLE>
4
<PAGE>
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 transactions
in the over-the-counter market, in negotiated transactions, or 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 59,226
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 ended
December 31, 1999, which are incorporated by reference to the Annual Report on
Form 10-K in this prospectus, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given upon the
authority of said firm as experts in accounting and auditing.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee..............$ 45,025
Legal fees and expenses.......................................... 30,000
Accounting fees and expenses..................................... 12,000
Miscellaneous.................................................... 4,975
---------
Total.......................................................$ 92,000
=========
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
<PAGE>
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
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 payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person
II-2
<PAGE>
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
<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-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 June 6,
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Thomas P. MacMahon
---------------------------------- Chairman of the Board, President, June 6, 2000
Thomas P. MacMahon Chief Executive Officer and
Director
---------------------------------- Executive Vice President, Chief June 6, 2000
Wesley R. Elingburg Financial Officer and Treasurer
/s/ Jean-Luc Belingard
---------------------------------- Director June 6, 2000
Jean-Luc Belingard
/s/ Wendy E. Lane
---------------------------------- Director June 6, 2000
Wendy E. Lane
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert E. Mittelstaedt, Jr.
---------------------------------- Director June 6, 2000
Robert E. Mittelstaedt, Jr.
/s/ James B. Powell, M.D.
---------------------------------- Director June 6, 2000
James B. Powell, M.D.
---------------------------------- Director June 6, 2000
David B. Skinner, M.D.
---------------------------------- Director June 6, 2000
Andrew G. Wallace, M.D.
</TABLE>
<PAGE>
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)
