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UNITED STATES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 2, 2000
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(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11353 13-3757370
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
incorporation) Number)
358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215
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(Address of principal executive offices)
336-229-1127
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On May 2, 2000, Laboratory Corporation of America(R) Holdings
(LabCorp(R)) announced the results of the vote reported during today's annual
meeting of stockholders. The Company's stockholders voted in favor of the
proposal to amend the Certificate of Incorporation to effect a 1-for-10 reverse
stock split, the approval of the 2000 Incentive Plan, the nominees for the Board
of Directors, and the ratification of the independent accountants. As a result
of the approval of the reverse split, every ten shares of the Company's common
stock, par value $0.01 per share, will be converted into one share of common
stock, par value $0.10. The reverse stock split will be effective on May 3,
2000, and will trade on a reverse split basis on May 4, 2000. American Stock
Transfer & Trust Company has been retained to effect the exchange of
certificates.
As a result of the reverse stock split, the conversion rate at which the
preferred stock converts into common stock for the Company's 8 1/2 percent
Series A Convertible Exchangeable Preferred Stock (Series A Preferred Stock) and
8 1/2 percent Series B Convertible Pay-in-Kind Preferred Stock (Series B
Preferred Stock) will be adjusted proportionately to account for the reverse
split. The new conversion rate will be 1.81818 shares of common stock for each
share of Series A Preferred Stock and Series B Preferred Stock.
The Company also announced that its Board of Directors has declared a dividend
of $1.0625 per share on the Company's Series A Preferred Stock, payable in cash.
The Board has also declared a dividend of $1.0625 per share on the Company's
Series B Preferred Stock, payable in shares of Series B Preferred Stock at the
rate of 0.02125 shares per share of Series B Preferred Stock held. No fractional
shares of Series B Preferred Stock will be issued, so that the number of shares
to be paid as a dividend on the Series B Preferred Stock will be rounded to the
nearest whole number of shares. The dividends will be payable on June 30, 2000,
for each issued and outstanding share of Series A and B Preferred Stock to
stockholders of record on June 14, 2000, and will cover the dividend period from
April 1, 2000 to June 30, 2000, at an equivalent annualized rate of $4.25 per
share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit
20 Press release of the Company dated May 2, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Registrant)
By: /s/ BRADFORD T. SMITH
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Bradford T. Smith
Executive Vice President
General Counsel, Secretary
and Compliance Officer
Date: May 2, 2000
[LOGO} LabCorp
Laboratory Corporation of America(R) Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
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Contact: 336-436-4855 Shareholder Direct: 800-LAB-0401
- -------- Pamela Sherry ------------------ www.labcorp.com
LABCORP SHAREHOLDERS APPROVE 1-FOR-10 REVERSE STOCK SPLIT
Board Declares Preferred Stock Dividends
Burlington, NC, May 2, 2000 -- Laboratory Corporation of America(R) Holdings
(LabCorp(R)) (NYSE: LH) today announced the results of the vote reported during
today's annual meeting of stockholders. The Company's stockholders voted in
favor of the proposal to amend the Certificate of Incorporation to effect a
1-for-10 reverse stock split, the approval of the 2000 Incentive Plan, the
nominees for the Board of Directors, and the ratification of the independent
accountants. As a result of the approval of the reverse split, every ten shares
of the Company's common stock, par value $0.01 per share, will be converted into
one share of common stock, par value $0.10. The reverse stock split will be
effective on May 3, 2000, and will trade on a reverse split basis on May 4,
2000. American Stock Transfer & Trust Company has been retained to effect the
exchange of certificates.
As a result of the reverse stock split, the conversion rate at which the
preferred stock converts into common stock for the Company's 8 1/2 percent
Series A Convertible Exchangeable Preferred Stock (Series A Preferred Stock) and
8 1/2 percent Series B Convertible Pay-in-Kind Preferred Stock (Series B
Preferred Stock) will be adjusted proportionately to account for the reverse
split. The new conversion rate will be 1.81818 shares of common stock for each
share of Series A Preferred Stock and Series B Preferred Stock.
The Company also announced that its Board of Directors has declared a dividend
of $1.0625 per share on the Company's Series A Preferred Stock, payable in cash.
The Board has also declared a dividend of $1.0625 per share on the Company's
Series B Preferred Stock, payable in shares of Series B Preferred Stock at the
rate of 0.02125 shares per share of Series B Preferred Stock held. No fractional
shares of
Series B Preferred Stock will be issued, so that the number of shares
to be paid as a dividend on the Series B Preferred Stock will be rounded to the
nearest whole number of shares. The dividends will be payable on June 30, 2000,
for each issued and outstanding share of Series A and B Preferred Stock to
stockholders of record on June 14, 2000, and will cover the dividend period from
April 1, 2000 to June 30, 2000, at an equivalent annualized rate of $4.25 per
share.
Laboratory Corporation of America(R) Holdings (LabCorp(R)) is a national
clinical laboratory with annual revenues of $1.7 billion in 1999. With 18,000
employees and over 100,000 clients nationwide, the Company offers more than
2,000 clinical tests ranging from simple blood analyses to sophisticated
molecular diagnostics. LabCorp leverages its expertise in innovative clinical
testing technology with three Centers of Excellence. The Center for Molecular
Biology and Pathology, in Research Triangle Park (RTP), North Carolina, develops
applications for polymerase chain reaction (PCR) technology. Its Center for
Occupational Testing in RTP is the world's largest substance abuse testing
facility, and the Center for Esoteric Testing in Burlington, North Carolina,
performs the largest volume of specialty testing in the network. LabCorp's
clients include physicians, state and federal government, managed care
organizations, hospitals, clinics, pharmaceutical and Fortune 1000 companies,
and other clinical laboratories.
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