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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
December 12, 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
Laboratory Corporation of America -Registered Trademark-
Holdings (LabCorp -Registered Trademark-)(NYSE:LH) announced that
its Board of Directors adopted a Stockholder Rights Plan designed
to enhance the Board's ability to protect stockholders against,
among other things, unsolicited attempts to acquire control of LabCorp
that do not offer an adequate price to all stockholders or are otherwise
not in the best interests of LabCorp and its stockholders. The Plan
was not adopted in response to any specific effort to acquire control of the
Company, and the Company is not aware of any such effort.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibit
20) Press release of the Company dated December 12,
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,
and, Secretary
Date: December 13, 2001
Laboratory Corporation of America-Registered Trademark- Holdings
358 South Main Street
Burlington, NC 27215
Telephone: 336-584-5171
FOR IMMEDIATE RELEASE
Contact 336-436-4855
Pamela Sherry
Investor@labcorp.com
Shareholder Direct: 800-LAB-0401
www.labcorp.com
LABCORP ADOPTS STOCKHOLDER RIGHTS PLAN
Burlington, NC, December 12, 2001 - Laboratory Corporation of America-
Registered Trademark- Holdings (LabCorp-Registered Trademark-) (NYSE:
LH) today announced that its Board of Directors adopted a Stockholder Rights
Plan designed to enhance the Board's ability to protect stockholders against,
among other things, unsolicited attempts to acquire control of LabCorp that do
not offer an adequate price to all stockholders or are otherwise not in the
best interests of LabCorp and its stockholders. The Plan was not adopted in
response to any specific effort to acquire control of the Company, and the
Company is not aware of any such effort.
Under the Plan each common stockholder of record at the close of business on
December 21, 2001, will receive a dividend of one right for each share of
Common Stock held. Each right entitles the holder to purchase from LabCorp
one one-hundredth of a share of a new series of participating Preferred Stock
at an initial purchase price of $400. The rights will become exercisable and
will detach from the Common Stock a specified period of time after any person
has become the beneficial owner of 15% or more of LabCorp's Common Stock
(subject to certain exceptions) or commenced a tender or exchange offer which,
if consummated, would result in any person becoming the beneficial owner of
15% or more of the Common Stock.
If any person becomes the beneficial owner of 15% or more of LabCorp's
Common Stock, each right will entitle the holder, other than the acquiring
person, to purchase, for the initial purchase price, LabCorp Common Stock
having a value of twice the initial purchase price. If, following an
acquisition of 15% or more of LabCorp's Common Stock, LabCorp is
involved in certain mergers or other business combinations or sells or
transfers more than 50% of its assets or earning power, each right will
entitle the holder to purchase, for the initial purchase price, common stock
of the other party to such transaction having a value of twice the initial
purchase price.
At any time after a person has acquired 15% or more (but before any person
has acquired more than 50%) of the Company's Common Stock, LabCorp may
exchange all or part of the rights for shares of Common Stock at an exchange
ratio of one share of Common Stock per right.
The existing reported shareholdings of Roche Holdings Inc. (the owner of
approximately 15.29% of LabCorp's outstanding common stock) and its
affiliates and associates will not trigger any rights under the Plan so long
as Roche and its affiliates and associates do not acquire any additional
shares of LabCorp's Common Stock.
LabCorp may redeem the rights at a price of $0.001 per right at any time prior
to a specified period of time after a person has become the beneficial owner
of 15% or more of its Common Stock. The rights will expire on December 13,
2011, unless earlier exchanged or redeemed.
"The rights are intended to enable all LabCorp stockholders to realize the
long-term value of their investment in LabCorp," said Bradford T. Smith,
Executive Vice President, Public Affairs. "The rights would not prevent a
takeover of LabCorp. However, the Rights Plan should encourage anyone
seeking to acquire LabCorp to negotiate with the Board prior to attempting a
takeover."
About LabCorp
The first national clinical laboratory to fully embrace genomic testing,
Laboratory Corporation of America-Registered Trademark- Holdings (LabCorp-
Registered Trademark-) has been a pioneer in commercializing new diagnostic
technologies. As a national laboratory with annual revenues of $1.9 billion in
2000 and over 18,000 employees, the company offers more than 4,000 clinical
tests ranging from routine blood analyses to sophisticated molecular
diagnostics. Serving over 200,000 clients nationwide, LabCorp leverages its
expertise in innovative clinical testing technology with its Centers of
Excellence. The Center for Molecular Biology and Pathology, in Research
Triangle Park, North Carolina, offers state-of-the-art molecular gene-based
testing in infectious disease, oncology and genetics. Its National Genetics
Institute in Los Angeles is an industry leader in developing novel, highly
sensitive polymerase chain reaction (PCR) methods for testing hepatitis C and
other blood borne infectious agents. LabCorp's Minneapolis-based Viro-Med
offers molecular microbial testing using real time PCR platforms, while its
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.