Securities Registration: Employee Benefit Plan (s-8)
May 12 2016 - 4:56PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 12, 2016
Registration No. 333-
UNITED STATES
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 registrant as specified in its charter)
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Delaware
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13-3757370
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(State or other jurisdiction of
incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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358 South Main Street, Burlington, North Carolina
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27215
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(Address of Principal Executive Offices)
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(Zip Code)
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Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan
(Full titles of the plans)
F. Samuel
Eberts III
Senior Vice President, Chief Legal Officer and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(Name and address of agent for service)
(336) 229-1127
(Telephone number, including area code, of agent for service)
Copies to:
Michael J. Silver
William I. Intner
Hogan Lovells US LLP
100 International Drive, Suite 2000
Baltimore, Maryland 21202
(410) 659-2700
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be registered
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Proposed
maximum
offering price
per
share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.10 per share
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11,200,000 shares (1)
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$123.76 (2)
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$1,386,112,000 (2)
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$139,581.48
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(1)
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Represents shares of common stock that may be issued pursuant to the Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan (the
Plan
). Pursuant to Rule 416 under the Securities
Act of 1933, as amended (the
Securities Act
), this Registration Statement shall also cover any additional shares of common stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration that results in an increase in the number of our outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act. The proposed maximum aggregate offering price is based upon the average of the
high and low sale prices of the Laboratory Corporation of America Holdings common stock as reported on the New York Stock Exchange on May 6, 2016.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b)(1) under the Securities Act of 1933, as
amended (the
Securities Act
). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the
Commission
), either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents, which have been filed by Laboratory
Corporation of America Holdings (the
Company
) with the Commission, are incorporated in this Registration Statement by reference:
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(a)
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The Companys Annual Report on Form 10-K for the year ended December 31, 2015, as amended;
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(b)
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The Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016;
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(c)
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The Companys Current Reports on Form 8-K filed on January 7, 2016 and March 21, 2016; and
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(d)
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The description of the Companys common stock, filed in the Companys Registration Statement on Form 8-B filed on July 1, 1994, as amended by Amendment No. 1 thereto dated April 27, 1995, under
the Securities Exchange Act of 1934 (the
Exchange Act
), and any report filed for the purpose of updating such description.
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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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As authorized by Section 145 of the General Corporation
Law of the State of Delaware (
Delaware Corporation Law
), each director and officer of the Registrant may be indemnified by the Registrant against expenses (including attorneys 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
Registrant; 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 Registrant; 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 Registrant, the director or officer may not be indemnified in respect of any claim, issue, or matter as to which he shall
have adjudged to be liable for negligence or misconduct in the performance of his duty to the Registrant unless a court determines otherwise.
Section 102(b)(7) of the Delaware Corporation Law provides that a corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the directors duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for willful or negligent conduct in paying dividends or repurchasing stock out
of other than lawfully available funds, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.
Article Fifth of the Certificate of Incorporation of the Registrant provides that no director of the
Registrant shall be personally liable to the Registrant 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 directors duty of loyalty to the Registrant 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 Registrants By-laws provide that the Registrant shall indemnify
persons entitled to be indemnified to the fullest extent permitted by the Delaware Corporation Law.
The Registrant maintains policies of officers
and directors liability insurance in respect of acts or omissions of current and former officers and directors of the Registrant, its subsidiaries, and constituent companies that have been merged with the Registrant.
Item 7.
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Exemption from Registration Claimed.
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Not applicable.
Reference is made to the attached Exhibit Index, which is incorporated by reference herein.
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the
effective 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) do not apply if the Registration Statement is on Form S-8 and 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 Exchange Act 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 registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the 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 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.
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 May 12, 2016.
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Laboratory Corporation of America Holdings
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By:
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/s/ David P. King
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Name:
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David P. King
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Title:
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President, Chief Executive Officer and Chairman of the Board of Directors
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Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the
following persons on May 12, 2016 in the capacities indicated.
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Name
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Title
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/s/ David P. King
David P. King
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President, Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
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/s/ Glenn A. Eisenberg
Glenn A. Eisenberg
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Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
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/s/ Edward T. Dodson
Edward T. Dodson
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Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
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*
Kerrii B.
Anderson
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Director
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Jean-Luc
Bélingard
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Director
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D. Gary
Gilliland, M.D., Ph.D.
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Director
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Garheng
Kong, M.D., Ph.D.
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Director
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Robert E.
Mittelstaedt, Jr.
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Director
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*
Peter M.
Neupert
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Director
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*
Adam H.
Schechter
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Director
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Richelle P.
Parham
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Director
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R. Sanders
Williams, M.D.
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Director
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F. Samuel Eberts III, by his signing his name hereto, does hereby sign this report on behalf of the directors of the Registrant after whose typed names asterisks appear, pursuant to powers of attorney duly executed by
such directors and filed with the Commission.
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/s/ F. Samuel Eberts III
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F. Samuel Eberts III
Attorney-In-Fact
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EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1
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Opinion of F. Samuel Eberts III.
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10.1
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Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan (incorporated herein by reference to Annex A to the Companys Definitive Proxy Statement on Schedule 14A filed with the Commission on April 1, 2016, File
No. 001-11353).
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of F. Samuel Eberts III (included in Exhibit 5.1).
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24.1
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Power of Attorney.
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