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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
June 11, 2001
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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 of 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)
ITEM 5. OTHER EVENTS
On April 23, 2001, the Board of Directors approved a two-
for-one stock split to be effected in the form of a 100% stock
dividend, subject to shareholder approval of an amendment to the
Company's restated certificate of incorporation to increase the
number of common shares authorized from 52 million shares to 265
million shares. On May 24, 2001, the shareholders approved the
amendment to the restated certificate of incorporation. See
Exhibit 3.1 for the Company's restated certificate of
incorporation.
On June 11, 2001, Laboratory Corporation of America-
registered trademark-Holdings effected the two-for-one stock
split through the issuance of a stock dividend of one new share
of common stock for each share of common stock held by
shareholders of record on June 4, 2001.
ITEM 7. (c) Exhibits
3.1 Restated certificate of incorporation of
Laboratory Corporation of America Holdings
99.1 Laboratory Corporation of America Holdings
selected historical financial data (restated
to reflect the two-for-one stock split effective
June 11, 2001)
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: June 11, 2001
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF LABORATORY CORPORATION OF AMERICA HOLDINGS
Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware
The undersigned Thomas P. Mac Mahon and Bradford T. Smith,
of Laboratory Corporation of America Holdings (the "Corporation"), do
hereby certify as follows:
1. (a) The present name of the Corporation is Laboratory
Corporation of America Holdings.
(b) The name under which the Corporation was originally
incorporated is National Health Laboratories Holdings Inc.; and the date
of filing the original Certificate of Incorporation of the Corporation with
the Secretary of State of the State of Delaware is March 8, 1994.
2. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FOURTH thereof and by substituting in
lieu thereof new Article FOURTH which is set forth in the Restated
Certificate of Incorporation hereinafter provided for.
3. The provisions of the Certificate of Incorporation of the
Corporation as heretofore amended and/or supplemented, are hereby
restated and integrated into the single instrument which is hereinafter set
forth, and which is entitled Restated Certificate of Incorporation of
Laboratory Corporation of America Holdings, without further amendment
other than the amendment herein certified and without any discrepancy
between the provisions of the Certificate of Incorporation as heretofore
amended and supplemented and the provisions of the said single
instrument hereinafter set forth.
4. The amendment and the restatement of the Restated
Certificate of Incorporation herein certified have been duly adopted by the
stockholders in accordance with the provisions of Section 242 and Section
245 of the General Corporation Law of the State of Delaware in the form
set forth as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF LABORATORY CORPORATION OF AMERICA HOLDINGS
FIRST: The name of the Corporation is Laboratory Corporation of
America Holdings (hereinafter the "Corporation").
SECOND: The address of the registered office of the Corporation
in the State of Delaware is Corporation Trust Center, 1209 Orange Street,
in the City of Wilmington, County of New Castle. The name of its
registered agent at that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8
of the Delaware Code (the "GCL").
FOURTH: The total number of shares of stock which the
Corporation has authority to issue is two hundred and sixty-five million
shares (265,000,000) shares of which two hundred and ninety-five million
(295,000,000) will be shares of Common Stock, each having a par value
of $0.10, and thirty million (30,000,000) will be shares of Preferred
Stock, each having a par value of $0.10.
The Board of Directors is expressly authorized to provide for the
issuance of all or any shares of the Preferred Stock in one or more classes
or series, and to fix for each such class or series such voting powers, full
or limited, or no voting powers, and such distinctive designations,
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such class or series and as may be
permitted by the GCL, including without limitation, the authority to
provide that any such class or series may be (1) subject to redemption at
such time or times and at such price or prices; (2) entitled to receive
dividends (which may be cumulative or non-cumulative at such rates, on
such conditions, and at such times, and payable in preference to or in such
relation to, the dividends payable on any other class or classes or to any
other series); (3) entitled to such rights upon the dissolution of, or upon
any distribution of the assets of, the Corporation; or (4) other class or
classes of stock, or of any other series of the same or any other class or
classes of stock, of the Corporation at such price or prices or at such rates
of exchange and with such adjustments; all as may be stated in such
resolution or resolutions.
FIFTH: The following provisions are inserted for the management
of the business and the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(1) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors,
(2) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the Corporation.
(3) The number of directors of the corporation shall be as
from time to time fixed by, or in the manner provided in, the By-
Laws of the Corporation. Election of directors need not be by
written ballot unless the By-Laws so provide.
(4) No director shall be personally liable to the Corporation
or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (1) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3)
pursuant to Section 174 of the Delaware General Corporation Law
or (4) for any transaction from which the director derived an
improper personal benefit. Any repeal or modification of this
Article SIXTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or
modification.
(5) In addition to the powers and authority hereinbefore or
by statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the GCL, this Certificate of
Incorporation, and any By-Laws adopted by the stockholders;
provided, however, that no By-Laws hereafter adopted by the
stockholders shall invalidate any prior act of the directors which
would have been valid if such By-Laws had not been adopted.
SIXTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the
Corporation may be kept (subject to any provision contained in the GCL)
outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the By-Laws
of the Corporation.
SEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed by Thomas P. Mac Mahon, President, Chief Executive Officer
and Director, and Bradford T. Smith, Secretary and Executive Vice
President, on this 24 day of May, 2001.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By: /s/ THOMAS P. MAC MAHON
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Thomas P. Mac Mahon
President, Chief Executive
Oficer and Director
By: /s/ BRADFORD T. SMITH
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Bradford T. Smith
Secretary and Executive Vice
President
Exhibit 99.1