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UNITED STATES SECURITIES 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
JANUARY 6, 1997
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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 or File Number) Identification organization)
Number)
358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215
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(Address of principal executive offices)
910-229-1127
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On January 6, 1997, Laboratory Corporation of America Holdings ("Company")
issued a press release announcing that James B. Powell, M.D., President, Chief
Executive Officer and Director of the Company resigned his posts as President
and Chief Executive Officer effective immediately. Dr. Powell will remain a
Company director and serve during the transition as a consultant to the
Company. He will become the Chief Executive Officer of AutoCyte, Inc. -- a
newly formed company specializing in the development of advanced, automated,
pap-smear testing technologies in which he is a principal investor. A copy of
the press release is attached as an exhibit hereto and the text thereof is
incorporated in its entirety herein by reference.
On January 7, 1997, the Company issued a press release announcing that
Thomas P. Mac Mahon, Chairman of the Board and Director of the Company will
assume the additional positions of President and Chief Executive Officer
effective immediately. Mr. Mac Mahon resigned his positions as a Senior Vice
President of Hoffmann-La Roche Inc., President of Roche Diagnostics Group and a
member of Roche's Worldwide Diagnostics Executive Committee. A copy of the
press release is attached as an exhibit hereto and the text thereof is
incorporated in its entirety herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibit
20 Press release of the Company dated January 6, 1997.
20.1 Press release of the Company dated January 7, 1997.
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 and Secretary
Date: January 6, 1997
FOR IMMEDIATE RELEASE Contacts: Pamela Sherry
LabCorp
(910) 584-5171
Ext. 6768
Elizabeth Long
AutoCyte
(910) 584-0250
LABORATORY CORPORATION OF AMERICA-TM- CEO JAMES B. POWELL
ANNOUNCES DEPARTURE TO JOIN AUTOCYTE, INC. AS CEO
BURLINGTON, NC, JANUARY 6, 1997 -- Laboratory Corporation of America-TM-
Holdings (NYSE: LH) (LabCorp-TM-) and AutoCyte, Inc. reported today that James
B. Powell, MD, President and Chief Executive Officer of LabCorp, has announced
his intention to leave LabCorp to become Chief Executive Officer of AutoCyte,
Inc. Dr. Powell will continue to serve on LabCorp's Board of Directors and
will also serve as a consultant to LabCorp. His successor will be announced by
LabCorp in a separate release on January 7. The change has no association with
the recent settlement with the U.S. government.
AutoCyte, Inc. is a new cancer diagnostic company in which Dr. Powell is a
principal investor. A spinoff from Hoffmann La Roche Inc. (Roche), AutoCyte is
focused on the development of advanced automated pap smear technology. In
addition to Dr. Powell and Roche, the Company's major investors include
Ampersand Ventures and Sprout Group, two leading venture capital firms.
LabCorp Chairman Thomas P. Mac Mahon credited Dr. Powell and LabCorp management
with accomplishing the merger between Roche Biomedical Laboratories, Inc. and
National Health Laboratories Holdings Inc. that formed LabCorp 20 months ago,
with attaining $120 million in merger-related synergies and with reaching a
settlement with the federal government in a difficult environment for the
laboratory industry. Mr. Mac Mahon said, "We especially thank Dr. Powell for
delaying his departure until these goals were achieved."
Mr. Mac Mahon further stated, "Jim has made a splendid contribution to LabCorp
at a critical stage in its merger process. Since the merger began 20 months
ago, Jim and I have explored his desire to pursue something more
entrepreneurial which also draws upon his background as a pathologist. Roche's
recent decision to spinoff AutoCyte, with which Jim was involved during his
tenure at Roche Biomedical Laboratories prior to the LabCorp merger in 1995,
presents a perfect opportunity."
Laboratory Corporation of America-TM-Holdings (LabCorp-TM-) is a national
clinical laboratory organization formed April 28, 1995 by the merger of Roche
Biomedical Laboratories, Inc. and National Health Laboratories Holdings Inc.
LabCorp has estimated annualized revenues of $1.6 billion. It operates primary
testing facilities nationally, offering more than 1,700 different clinical
assays, from routine blood analysis to more sophisticated technologies.
LabCorp performs diagnostic tests for physicians, managed care organizations,
hospitals, clinics, long-term care facilities, industrial companies and
other clinical laboratories.
###
FOR IMMEDIATE RELEASE Contacts: Pamela Sherry (910) 584-5171 Ext. 6768
Walter Montgomery (212) 484-6721
LABORATORY CORPORATION OF AMERICA -TM- HOLDINGS
NAMES CHAIRMAN THOMAS P. MAC MAHON AS CHIEF EXECUTIVE OFFICER
BURLINGTON, NC, JANUARY 7, 1997 -- The Board of Directors of Laboratory
Corporation of America -TM- Holdings (LabCorp-TM-) (NYSE: LH) today announced
that it has appointed LabCorp Chairman Thomas P. Mac Mahon, 50, as Chairman,
President and Chief Executive Officer, effective immediately. Mr. Mac Mahon
succeeds LabCorp President and Chief Executive Officer James B. Powell, MD, 58.
Powell will remain a LabCorp director and serve during the transition as a
consultant to the Company. He will become the Chief Executive Officer of
AutoCyte, Inc. -- a newly formed company specializing in the development of
advanced, automated, pap-smear testing technologies in which he is a principal
investor.
Named as LabCorp Chairman on April 28, 1996, Mr. Mac Mahon had previously
served as Vice Chairman since the Company was formed through the April 28,
1995, merger of Roche Biomedical Laboratories, Inc. (RBL) and National Health
Laboratories Holdings Inc. (NHL). He has had a long and diverse association
with businesses in clinical laboratory testing and diagnostic technology.
Prior to his new appointment as LabCorp's Chief Executive Officer, Mr.
Mac Mahon had been responsible since 1988 for all the U.S. diagnostic
operations of Roche and had served as Senior Vice President of Hoffmann-
La Roche Inc., President of Roche Diagnostics Group and a member of Roche's
Worldwide Diagnostics Executive Committee. Through his affiliation with Roche
Diagnostic Group, he had international operational responsibility for its
innovative polymerase chain reaction (PCR) technology, which has broad
application for new clinical laboratory tests. As a member of the Executive
Committee of Hoffmann-La Roche Inc., his responsibilities included oversight of
RBL, then a subsidiary of Roche, from 1988 to 1995. Roche's U.S. subsidiary
Roche Holdings, Inc. is LabCorp's largest shareholder and owns 49.9 percent of
LabCorp's outstanding common shares.
"Jim Powell, a pioneer in the laboratory industry, founded one of the first
independent clinical testing laboratories and is now moving on to a new
entrepreneurial venture in which we wish him well. Powell and his management
team have made great progress in achieving the synergies anticipated in the
1995 merger of RBL and NHL and effecting cost reductions to meet the needs of
today's managed-care environment," Mr. Mac Mahon stated. "I plan to build on
that strong foundation, optimizing LabCorp's excellent market position as the
world's largest clinical laboratory company. To be able to focus my full
attention on helping LabCorp fulfill its potential, I have elected to leave
Roche, where I have spent my entire career."
Mr. Mac Mahon emphasized that Dr. Powell's departure was in no way associated
with the recent government settlement and that, in fact, Dr. Powell delayed his
departure to help the Company successfully bring the matter to closure.
Mr. Mac Mahon added: "I look forward to helping LabCorp fulfill its potential
as a key player in an industry that is vital to health care and that -- having
undergone a difficult time of transition as part of the nation's overall
restructuring of health care delivery -- stands ready to meet the demands of
the 21st century. In view of the overall aging of the population, the growing
emphasis on preventative medicine and the increasing ability to detect diseases
early due to advances in genetics, it is clear that the demand for clinical
testing services will experience healthy long-term growth. With its dedicated
staff, highly efficient facilities and strong partnerships with hospitals,
physicians and other care providers -- LabCorp has the resources and commitment
needed to meet that demand and prosper.
Mr. Mac Mahon said that his first priority is to implement a three-year plan
aimed at meeting industry-wide profitability challenges. "While the synergies
of the RBL-NHL merger have been greater than originally expected," he said,
"LabCorp has experienced the same declining test prices and leveling of test
volumes that have affected the industry as a whole. We expect our earning
performance will strengthen going forward, as LabCorp takes advantage of its
skilled and diligent staff, economies of scale and strategically located
facilities to grow as the industry's low-cost, high-quality leader. To support
this, we anticipate completing a recapitalization of the Company by late
April."
A 1968 graduate of St. Peter's College, Mr. Mac Mahon received an MBA in
marketing from Fairleigh Dickinson University in 1972. He joined Roche as a
marketing research analyst in 1969. Mr. Mac Mahon is a member of the Board of
Directors of the Health Industry Manufacturers Association and is a trustee of
both St. Peter's College and Seton Hall Preparatory School. He is a past
Chairman of the Board of the American Red Cross of Northern New Jersey and a
past member of the Board of Directors of the Epilepsy Foundation of New Jersey.
Laboratory Corporation of America -TM- Holdings (LabCorp -TM-) is a national
clinical laboratory organization with estimated annualized revenues of $1.6
billion. The Company operates primary testing facilities nationally, offering
more than 1,700 different clinical assays, from routine blood analysis to more
sophisticated technologies. LabCorp performs diagnostic tests for physicians,
managed care organizations, hospitals, clinics, long-term care facilities,
industrial companies and other clinical laboratories.
# # #
The Company noted that each of the above forward-looking statements is subject
to change based on various important factors, including (without limitation)
competitive actions in the marketplace and adverse actions of governmental and
other third-party payors. Further information on potential factors that could
affect the Company's financial results is included in the Company's Form 10-K
for the year ended December 31, 1995.