View:
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)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3757370
(I.R.S. Employer Identification No.)
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
________________________
Dynacare Inc. Amended and Restated Employee Stock Option Plan
(Full title of the Plan)
________________________
Bradford T. Smith
Executive Vice President, Chief Legal Officer and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Michael J. Silver
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
(410) 659-2700
________________________
CALCULATION OF REGISTRATION FEE
==============================================================================
Title Proposed Proposed
of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be to Be Price Per Offering Registration
Registered Registered Share Price Fee(1)
- ------------------------------------------------------------------------------
Common Stock(2) 297,013(3) $31.98 $9,498,476 $873.86
==============================================================================
(1) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the amount of the
registration fee, based on the average of the high and low prices per share
of Laboratory Corporation of America Holdings common stock, par value $.10
per share, on August 5, 2002, as traded on the New York Stock Exchange.
(2) Includes Series A Participating Cumulative Preferred Stock Purchase
Rights attached thereto, for which no separate fee is payable pursuant
to Rule 457(i).
(3) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
Exhibit Index Appears on page 8.
EXPLANATORY NOTE
The Registrant is filing this Registration Statement on Form S-8 in
connection with the Dynacare Inc. Amended and Restated Employee Stock Option
Plan that the Registrant has assumed pursuant to the Pre-Merger Agreement
dated May 8, 2002 between the Registrant, Dynacare Inc. and 3065619 Nova
Scotia Company, a wholly-owned subsidiary of the Registrant, pursuant to
which Dynacare Inc. became an indirect wholly-owned subsidiary of the
Registrant effective July 25, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act of 1933 (the "Securities Act"). In accordance with the instructions to
Part I of Form S-8, such documents will not be filed with the Securities and
Exchange Commission (the "Commission"). These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, 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. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
registration statement the following documents filed by it with the
Commission:
(a) The Registrant's Form 10-K for the fiscal year ended December
31, 2001 as filed March 18, 2002;
(b) The Registrant's Form 10-Q for the quarter ended March 31,
2002 as filed May 2, 2002;
(c) The Registrant's Forms 8-K filed on January 16, 2002,
February 13, 2002, February 22, 2002, February 26, 2002,
March 12, 2002, May 9, 2002 (as amended May 9, 2002),
June 5, 2002, June 7, 2002, June 20, 2002, June 27, 2002,
July 15, 2002, July 19, 2002 and July 26, 2002;
(d) All reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 2001; and
(e) The description of the Registrant's Common Stock, $.10 par
value per share ("Common Stock"), contained in the
Registrant's Registration Statement on Form 8-B (as amended by
Amendment No. 1 thereto dated as of April 27, 1995) filed with
the Commission on July 1, 1994, including all amendments and
reports filed under Section 13(a) or 15(d) of the Exchange Act
for purposes of updating the description of Common Stock.
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
to this registration statement which indicates that all securities offered
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents or reports. 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 subsequent filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such 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. Description of Securities.
Not applicable (the Common Stock is registered under Section 12(g)
of the Exchange Act).
Item 5. Interests of Named Experts and Counsel.
Bradford T. Smith, who has issued the opinion of the Registrant's
Law Department on the legality of the common stock of the Registrant offered
hereby, is Executive Vice President, Chief Legal Officer and Secretary of the
Registrant. Mr. Smith owns common stock of the Registrant and restricted
common stock of the Registrant. He also holds employee stock options to
purchase common stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors and other corporate agents under
certain circumstances and subject to certain limitations. The Registrant's
Amended and Restated Certificate of Incorporation provides that the Registrant
shall indemnify its directors for any breach of fiduciary duties, except for
liability (1) for any breach of the director's duty of loyalty to the
Registrant 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. The Registrant's Amended and Restated By-Laws generally provide
that the Registrant shall indemnify its directors, officers, employees or
agents to the full extent permitted by Delaware General Corporation Law,
including in circumstances in which indemnification is otherwise
discretionary under Delaware law. The Registrant has directors' and
officers' liability insurance that covers current and former directors and
officers of the Registrant and its subsidiaries and constituent corporations,
such as those that have been merged with the Registrant. These
indemnification provisions and the indemnification agreement between the
Registrant and its officers and directors may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities
Act.
* * *
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 (1) Specimen Stock Certificate
4.2 (2) Rights Agreement dated December 13, 2001
5.1 Opinion of Counsel regarding the legality of the
shares being registered (filed herewith)
10.1 Dynacare Inc. Amended and Restated Employee Stock
Option Plan (filed herewith)
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)
_____________________
(1) Incorporated by reference from the Registrant's Form 10-K for the year
ended December 31, 2001 filed on March 18, 2002.
(2) Incorporated by reference from the Registrant's Form 8-A filed on
December 21, 2001.
Item 9. Undertakings.
(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 a 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-3,
Form S-8 or Form F-3, 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 Securities 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 Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities 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) The undertaking concerning indemnification is set forth
under the response to Item 6.
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 August 7, 2002.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By: /s/ Bradford T. Smith
Bradford T. Smith, Executive Vice President,
Chief Legal Officer and Secretary
POWER OF ATTORNEY
Know all men by these presents, that each individual whose
signature appears below constitutes and appoints Bradford T. Smith as his
true and lawful attorney-in-fact and agent, with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement (the "Registration Statement")
relating to a registration of shares of common stock on Form S-8 and to sign
any and all amendments (including post-effective amendments) to the
Registration Statement, and to file the same, with all exhibits and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons
in the capacities indicated and the date indicated above.
/s/ Thomas P. Mac Mahon President, Chief Executive Officer and
Thomas P. Mac Mahon Chairman of the Board
(Principal Executive Officer)
/s/ Wesley R. Elingburg Executive Vice President, Chief Financial
Wesley R. Elingburg Officer and Treasurer
(Principal Accounting and Financial Officer)
Director
Jean-Luc Belingard
/s/ Wendy E. Lane Director
Wendy E. Lane
/s/ Robert E. Mittelstaedt, Jr. Director
Robert E. Mittelstaedt, Jr.
/s/ James B. Powell, M.D. Director
James B. Powell, M.D.
Director
David B. Skinner, M.D.
/s/ Andrew G. Wallace, M.D. Director
Andrew G. Wallace, M.D.
EXHIBIT INDEX
Exhibit
Number Description
4.1 (1) Specimen Stock Certificate
4.2 (2) Rights Agreement dated December 13, 2001
5.1 Opinion of Counsel regarding the legality of the
shares being registered (filed herewith)
10.1 Dynacare Inc. Amended and Restated Employee Stock
Option Plan (filed herewith)
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)
_____________________
(1) Incorporated by reference from the Registrant's Form 10-K for the year
ended December 31, 2001 filed on March 18, 2002.
(2) Incorporated by reference from the Registrant's Form 8-A filed on
December 21, 2001.
EXHIBIT 5.1
August 7, 2002
Board of Directors
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
Dear Sirs:
I am acting as counsel to Laboratory Corporation of America Holdings, a
Delaware corporation (the "Company"), in connection with the preparation,
execution, filing and processing with the Securities and Exchange Commission
(the "Commission"), pursuant to the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the issuance and sale of up to 297,013 shares (the "Shares") of
common stock, par value $.10 per share (the "Common Stock"), reserved for
issuance under the Dynacare Inc. Employee Stock Option Plan (the "Plan"). This
opinion is furnished to you for filing with the Commission pursuant to Item
601(b)(5) of Regulation S-K promulgated under the Act.
In my representation of the Company, I have examined the Registration
Statement, the Plan, the Company's Amended and Restated Certificate of
Incorporation and By-Laws, as amended to date, certain actions of the
Company's Board of Directors recorded in the Company's minute book, the form
of certificate evidencing the Shares and such other documents as I have
considered necessary for purposes of rendering the opinion expressed below.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized for issuance and, subject to the issuance of such Shares in
accordance with the provisions of the Plan, the Shares, when issued, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.
The opinions expressed herein are limited to the laws of the State of
North Carolina, the Delaware General Corporation Law, the applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws and the Act. I am a member of the Bar of the State
of New Jersey and, although I am not a member of the Bar of the State of
Delaware or the Bar of the State of North Carolina, I have made such
examination of the laws and regulations of the State of Delaware and of the
State of North Carolina as I have deemed necessary to make the opinions set
forth herein.
I hereby consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Bradford T. Smith
Bradford T. Smith
Executive Vice President, Chief Legal
Counsel and Secretary
EXHIBIT 10.1
DYNACARE INC.
AMENDED AND RESTATED
EMPLOYEE STOCK OPTION PLAN
1 Purpose of the Plan
1.1 The purpose of the Plan is to attract, retain and motivate persons
as key service providers to the Corporation and its Affiliates and
to advance the interests of the Corporation by providing such
persons with the opportunity, through share options, to acquire a
proprietary interest in the Corporation.
2 Defined Terms
Where used herein, the following terms shall have the following meanings,
respectively:
2.1 "Affiliate" means:
(1) any corporation which is an affiliate, as such term is used in
Subsection 1(2) of the Business Corporations Act (Ontario), of
the Corporation; and
(2) subject to compliance with any applicable regulatory
requirements, any other person, firm or company including a
partnership in which the Corporation, either directly or
indirectly through a Subsidiary, has, directly or indirectly,
at least a 25% ownership interest;
2.2 "Board" means the board of directors of the Corporation or, if
established and duly authorized to act, any Committee;
2.3 "Committee" shall have the meaning attributed thereto in Section 3.1
hereof;
2.4 "Corporation" means Dynacare Inc. and includes any successor
corporation thereof;
2.5 "Eligible Person" means any director, officer or employee of the
Corporation or any Affiliate, or any other Service Provider (an
"Eligible Individual");
2.6 "Initial Public Offering" means an initial public offering of any
equity securities of the Corporation by way of a prospectus,
registration statement or similar document where, or in connection
with which, such equity securities have become listed and posted for
trading on a stock exchange (including the National Association of
Security Dealers Automated Quotation) in the United States;
2.7 "Limited Purpose Plan" means the Dynacare Inc. Stock Option Incentive
Plan created on June 12, 1997, as amended and restated on November 17,
2000, as the same may be amended or varied from time to time;
2.8 "Market Price" at any date in respect of the Shares means the closing
price as reported by The Toronto Stock Exchange or The Nasdaq Stock
Market (or such other stock exchange or over-the-counter market on
which the Shares may be listed or admitted for trading) as may be
selected for such purpose by the Board, on the day immediately
preceding the day upon which the Option is granted, or if not so
traded, the average between the closing bid and asked prices thereof
as reported for the day immediately preceding the day upon which the
Option is granted.
2.9 "Option" means an option to purchase Shares granted to an Eligible
Person under the Plan;
2.10 "Option Price" means the price per Share at which Shares may be
purchased under an Option, as the same may be adjusted from time to
time in accordance with Article 8 hereof;
2.11 "Optioned Shares" means the Shares issuable pursuant to an exercise
of Options;
2.12 "Optionee" means an Eligible Person to whom an Option has been
granted and who continues to hold such Option;
2.13 "Plan" means this Amended and Restated Dynacare Employee Stock Option
Plan, as the same may be amended or varied from time to time;
2.14 "Sale" means the sale of a majority voting interest in the Shares or
the sale of all or substantially all of the assets of the Corporation
on a consolidated basis as an entirety or substantially as an
entirety on an arm's length basis, but for certainty does not include
an Initial Public Offering;
2.15 "Service Provider" means:
(1) an employee of the Corporation or any Affiliate; or
(2) any other person or company engaged to provide ongoing
management or consulting services for the Corporation or for any
entity controlled by the Corporation;
2.16 "Shares" means the common shares of the Corporation or any shares of
the Corporation into which the Shares are convertible, as the context
may require, and in the event of an adjustment contemplated by
Article 8 hereof, such other shares or securities to which an
Optionee may be entitled upon the exercise of an Option as a result
of such adjustment;
2.17 "Subsidiary" has the meaning given thereto in the Business
Corporations Act (Ontario); and
2.18 "Termination" has the meaning ascribed thereto in Section 6.2.
3 Administration of the Plan
3.1 The Plan shall be administered by the Board or by any committee (the
"Committee") of the Board established by the Board for that purpose.
3.2 The Board or Committee shall have the power, where consistent with
the general purpose and intent of the Plan and subject to the
specific provisions of the Plan:
(1) to establish policies and to adopt rules and regulations for
carrying out the purposes, provisions and administration of the
Plan;
(2) to interpret and construe the Plan and to determine all
questions arising out of the Plan or any Option, and any such
interpretation, construction or determination made by the
Committee shall be final, binding and conclusive for all
purposes;
(3) to determine the number of Shares covered by each Option;
(4) to determine the Option Price of each Option;
(5) to determine the time or times where Options will be granted
and exercisable;
(6) to determine if the Shares which are issuable on the exercise
of an Option will be subject to any restrictions upon the
exercise of such Option; and
(7) to prescribe the form of the instruments relating to the grant,
exercise and other terms of Options.
3.3 The Board or the Committee may, in its discretion, require as
conditions to the grant or exercise of any Option that the Optionee
shall have:
(1) represented, warranted and agreed in form and substance
satisfactory to the Corporation that he or she is acquiring
and will acquire such Option and the Shares to be issued upon
the exercise thereof or, as the case may be, is acquiring such
Shares, for his or her own account, for investment and not
with a view to or in connection with any distribution, that he
or she has had access to such information as is necessary to
enable him or her to evaluate the merits and risks of such
investment and that he or she is able to bear the economic risk
of holding such Shares for an indefinite period;
(2) agreed to restrictions on transfer in form and substance
satisfactory to the Corporation and to an endorsement on any
option agreement or certificate representing the Shares making
appropriate reference to such restrictions; and
(3) agreed to indemnify the Corporation in connection with the
foregoing.
3.4 Any Option granted under the Plan shall be subject to the requirement
that, if at any time counsel to the Corporation shall determine that
the listing, registration or qualification of the Shares subject to
such Option upon any securities exchange or under any law or
regulation of any jurisdiction, or the consent or approval of any
securities exchange or any governmental or regulatory body, is
necessary as a condition of, or in connection with, the grant or
exercise such Option or the issuance or purchase of Shares
thereunder, such Option may not be accepted or exercised in whole or
in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained on conditions
acceptable to the Board or the Committee. Nothing herein shall be
deemed to require the Corporation to apply for or to obtain such
listing, registration, qualification, consent or approval.
3.5 Without limiting the generality of Sections 3.3, 3.4 and 7.2 hereof,
unless a registration statement relating to the Shares covered by any
Option issued in favour of an Optionee resident in the United States
of America has been filed with the United States Securities and
Exchange Commission and is effective on the date of exercise, the
exercise of the Option by such Optionee will be contingent upon (i)
the receipt from the Optionee of a representation in writing
satisfactory to the Board or the Committee that at the time of such
exercise it is the Optionee's then intention to acquire the Shares
being purchased for investment and not for resale or other
distribution thereof to the public in the United States of America
and covering such other matters as the Board or the Committee may,
in its discretion, require, and (ii) the satisfaction of such other
conditions as applicable law or regulation may require or as the
Board or the Committee may, in its discretion, require. If such
representation in writing is required, the Board or the Committee
may in its discretion inscribe an investment legend on the share
certificates issued pursuant to the exercise of the Option. The
issuance of Shares upon the exercise of the Option shall be subject
to all applicable laws, rules and regulations and Shares shall not
be issued except upon the approval of proper government agencies or
stock exchanges as may be required. Provided, however, the Option
shall not be exercisable if at any date of exercise, it is the
opinion of counsel for the Corporation that registration of the said
Shares under the Securities Act of 1933 or other applicable statute
or regulation is required unless the Corporation elects to and
thereafter effects a registration of the Shares subject to the
Option under the Securities Act of 1933 or other applicable statute
or regulation within the period of the Option. If the Option may not
be exercised, the Corporation shall return to the Optionee, without
interest or deduction, any funds received by it in connection with
the proposed exercise of the Option.
3.6 Any Option granted under the Plan shall be subject to the provision
that, if at any time the Corporation shall determine, in its sole
discretion, that it is riot reasonably feasible for the Corporation
to comply with any condition of any law or regulation of any
jurisdiction in which any Optionee or proposed Optionee is resident,
which the Corporation has determined is necessary as a condition of,
or in connection with, the grant or exercise of any Option or the
issuance or purchase of Shares thereunder, such Option may not be
accepted or exercised in whole or in part unless such condition is
complied with by the Corporation on terms acceptable to the Board or
the Committee. Nothing herein shall be deemed to require the
Corporation to take any action or refrain from taking any action in
order to comply with any condition of any law or regulation
applicable to the grant or exercise of any Option or the issuance or
purchase of any Shares thereunder.
3.7 Any Option granted under the Plan shall be subject to the provision
that the Corporation shall require the Optionee to reimburse the
Corporation for any amounts required to be paid by the Corporation
to any taxing or other governmental authority on behalf of the
Optionee or on its own behalf in respect of the grant of the Options
hereunder or the issuance or disposition of the Shares including,
without limitation, excise, employment or income withholding taxes.
In lieu thereof, the grant of the Options and the issuance of the
Shares upon the exercise thereof by the Optionee is conditional upon
the Corporation's reservation, in its discretion, of the right to
withhold, consistent with any applicable law, from any compensation
or other amounts payable to the Optionee, any amounts required to be
paid by the Corporation to any taxing or other governmental authority
on behalf of the Optionee or its own behalf under any federal, state,
provincial or local law as a result of the grant or exercise of the
Option or the issuance or disposition of the Shares. To the extent
that compensation or other amounts, if any, payable to the Optionee
are insufficient to pay any amounts required to be so paid by the
Corporation, the Corporation may, in its sole discretion, require
the Optionee, as a condition to the exercise of the Option, to pay
in cash or by certified cheque to the Corporation an amount
sufficient to cover such liability or otherwise make adequate
provision for the Corporation's satisfaction of its obligations
under federal, state, provincial and/or local law, including,
without limitation, (i) the holding by the Corporation of the
share certificate to which the Optionee is entitled upon the
exercise of the Option as security for the payment of such
obligation, until cash sufficient to pay that liability has
accumulated; (ii) to retain some or all of the Shares, having a
fair market value at the date of the exercise of the Option which is
equal to the amount of the Corporation's obligations set forth
above; or (iii) to direct the Optionee's selling broker to withhold
from the proceeds realized from the sale of the Shares an amount
which is equal to the Corporation's obligations set forth above and
to pay such amount directly to the Corporation.
4 Shares Subject to the Plan
4.1 Options may be granted in respect of authorized and unissued Shares,
provided that the aggregate number of Shares reserved for issuance
upon the exercise of all Options issuable under the Plan, subject to
any adjustment pursuant to the provisions of Article 8 hereof, shall
not exceed 909,340 Shares, all as may be determined by the Board and
approved by any relevant stock exchange or other regulatory authority
and, if required, by the shareholders of the Corporation. Optioned
Shares in respect of which Options are not exercised shall be
available for subsequent Options. No fractional Shares may be
purchased or issued under the Plan.
4.2 If Options granted hereunder are cancelled or surrendered, terminate
or expire without being exercised in whole or in part in accordance
with the terms of the Plan, new Options may be granted in respect of
the number of Shares not purchased under such lapsed Options.
4.3 Subject only to the approval of any stock exchange or over-the-
counter market on which the Shares may be listed or admitted for
trading the Board, on the recommendation of the Committee, may amend
the Plan to increase or decrease, as the case may be, the number of
Shares reserved for issuance under the Plan provided that the number
of Shares reserved for issuance under the Limited Purpose Plan is
correspondingly decreased or increased, respectively, and provided
further that in the event of a decrease in the number of Shares
reserved for issuance under the Plan pursuant to this Section 4.3,
the number of Shares reserved for issuance under the Plan thereafter
shall not be less then the number of Options issued and outstanding
at the time of such decrease is effective.
5 Eligibility; Grant; Terms of Options
5.1 Options may be granted by the Board or the Committee, if authorized
to do so by the Board, to any Eligible Person.
5.2 Subject as herein and otherwise specifically provided in this
Article 5, the number of Shares subject to each Option, the Option
Price of each Option, the expiration date of each Option, the extent
to which each Option is exercisable from time to time during the
term of the Option and other terms and conditions relating to each
such Option shall be determined by the Board or the Committee, if
authorized to do so by the Committee. The Board or the Committee
may, in their entire discretion, subsequent to the time of granting
Options hereunder, permit an Optionee to exercise any or all of the
unvested options then outstanding and granted to the Optionee under
this Plan, in which event all such unvested Options then outstanding
and granted to the Optionee shall be deemed to be immediately
exercisable during such period of time as may be specified by the
Board or the Committee.
5.3 Subject to any adjustments pursuant to the provisions of Article 8
hereof, the Option Price of any Option granted in 1998 shall be
$6.45 (Canadian) per Share and the Option Price of any Option
granted thereafter shall be such price as approved by the Board or
the Committee, as the case may be, and shall in no circumstances be
lower than the Market Price on the date on which the grant of the
Option is approved by the Board or the Committee. If, as and when
any Shares have been duly purchased and paid for under the terms of
an Option, such Shares shall be conclusively deemed allotted and
issued as fully paid non-assessable Shares at the price paid
therefor.
5.4 (a) The term of an Option shall not exceed seven years from the
date of the grant of the Option; and
(b) Unless otherwise determined by the Board or the Committee and
specifically set out in the Option notification referred to in
Section 5.7 hereof, Options shall vest as to 20% on each of
the first, second, third, fourth and fifth anniversary of the
date of the grant (the "Option Period");
provided that if the Optionee shall, during any Option Period, not exercise
his or her right to purchase all of the Shares purchasable by him or her
during such Option Period (including any Optioned Shares purchasable by him
or her as a result of the operation of this proviso), then, subject to the
provisions to the contrary contained in the Plan, the Optionee shall have the
right, at any time or from time to time thereafter but prior to the Expiry
Date, to purchase such number of Shares which were purchasable but not
purchased by him or her. Except as otherwise expressly provided herein, no
Option may be exercised prior to the date of vesting thereof.
5.5 The maximum number of Shares which may be reserved for issuance to
any one person pursuant to Options granted under the Plan or under
the Limited Purpose Plan shall not exceed, in the aggregate, 5% of
the issued and outstanding Shares (for purposes hereof, the phrase
"issued and outstanding Shares" excludes any Shares issued pursuant
to the Plan or pursuant to the Limited Purpose Plan over the
preceding one year period).
5.6 An Option is personal to the Optionee and non-assignable (whether by
operation of law or otherwise), except as provided for herein. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of an Option contrary to the provisions of the Plan, or upon
the levy of any attachment or similar process upon an Option, the
Option shall, at the election of the Corporation, cease and terminate
and be of no further force or effect whatsoever.
5.7 All Options granted hereunder shall be evidenced by a notification
from the Corporation to the Optionee substantially in the form of
Schedule "1" attached hereto or such other form of agreement as the
Board or the Committee may from time to time approve, which
notification shall be delivered by the Board or the Committee to the
Optionee.
5.8 Notwithstanding anything to the contrary contained in this Plan,
including without limitation the vesting of any Options granted
hereunder, the Optionee shall have no right to exercise such Options
until the first to occur of the following:
(a) an Initial Public Offering; or
(b) the Optionee ceasing to be an Eligible Person pursuant to
Article 6.
5.9 If the Corporation or its shareholders shall enter into an agreement
providing for a Sale and if within six months of such Sale the
employment of the Optionee is terminated by the Corporation or any
Affiliate (or the Optionee does not continue to be a Service Provider
thereto or director or officer thereof), the Option may be exercised
as to any or all of the Shares forming the subject matter of the
Option in respect of which the Optionee would have been entitled as
if all vesting periods provided for in the grant of such Options
occurring during the two year period following the date of the Sale
had expired at the time of such termination. Such Option may be
exercised either immediately upon the Optionee having received
notice of such termination or at any time up to and including, but
not after 5:00 p.m. (Toronto time) on the date which is the earlier
of (i) the date which is 90 days following the date of such
termination and (ii) the Expiry Date.
5.10 Upon the occurrence of (i) an Initial Public Offering; or (ii) a
Sale following which the employment of the Optionee is not
terminated by the Corporation or any Affiliate (or the Optionee does
continue to be a Service Provider thereto or a director or officer
thereof), the Options granted hereunder shall be deemed to continue
in full force and effect upon substantially the same terms and
conditions contained in the Plan save only that the Plan may be
amended to reflect an adjustment in the Optioned Shares so as to
apply to the securities which holders of Shares become entitled to
upon the occurrence of such Initial Public Offering or Sale, or in
the event that holders of Shares do not become entitled to any
securities resulting therefrom, then to make such payments or to pay
such other consideration as may be appropriate in the circumstances
in accordance with a good faith determination by the Board or
Committee or by the board of directors or a committee of the
successor entity of the Corporation, as the case may be.
6 Termination of Employment
6.1 Subject to Sections 6.2 and 6.3 hereof and to any express resolution
passed by the Committee or the Board with respect to an Option, an
Option and all rights to purchase Shares pursuant thereto shall
expire and terminate immediately upon the Optionee who holds such
Option ceasing to be an Eligible Person.
6.2 Notwithstanding Sections 5.4 and 6.1 hereof and subject to any
express resolution passed by the Committee or the Board or any
specific rights granted to an Eligible Person as set out in the
written option notification delivered by the Corporation to the
Optionee as referred to in Section 5.8 hereof, if an Eligible Person:
(a) ceases to be a director of the Corporation or any Affiliate
(and is not or does not continue to be a Service Provider
thereto or an employee or officer thereof);
(b) ceases to be an officer of the Corporation or any Affiliate (
and is not or does not continue to be a Service Provider
thereto or a director or employee thereof);
(c) ceases to be employed by the Corporation or any Affiliate (and
is not or does not continue to be a Service Provider thereto
or a director or officer thereof); or
(d) ceases to be a Service Provider to the Corporation or any
Affiliate (and is not or does not continue to be an employee,
director or officer thereof);
(a "Termination") because of the death, permanent disability or retirement
(with the Corporation's consent) of the Eligible Person (collectively the
"Events" and individually, an "Event"), then each Option theretofore granted
to such Optionee which has vested shall be exercisable until the earlier of:
(A) the date which is six months following the date of the Event; and (B) the
expiry date of such Option. Any Option theretofore granted to such Eligible
Person which has not vested at the date of such Event shall immediately
terminate and shall not be exercisable by such Eligible Person.
6.3 Subject to any express resolution posed by the Committee or the Board
or any specific rights granted to an Eligible Person as set out in
the written option notification provided by the Corporation to the
Optionee, in the event of an Eligible Person's Termination for any
reason other than as provided for in Section 6.2, each Option
theretofore granted to such Eligible Person which has vested shall
be exercisable until the earlier of: (A) the date which is 30 days
following the date of such Eligible Person's Termination; and
(B) the expiry date of such Option. Any Option theretofore granted
to such Eligible Person which has not vested at the date of such
Eligible Person's Termination shall immediately terminate and shall
not be exercisable by such Eligible Person.
6.4 For greater certainty, Options shall not be affected by any change of
employment of the Optionee or by the Optionee ceasing to be a
director or officer of the Corporation or any Affiliate provided
that the Optionee continues to be an Eligible Person.
7 Exercise of Options
7.1 Subject to the provisions of the Plan, an Option may be exercised
from time to time by delivery to the Corporation at its registered
office of a written notice of election to exercise substantially in
the form attached hereto as Schedule 2 addressed to the Secretary of
the Corporation specifying the number of Shares with respect to
which the Option is being exercised and accompanied by payment in
full, by cash or cheque, of the Option Price of the Shares then
being purchased. Subject to any provisions of the Plan to the
contrary, certificates for such Shares shall be issued and delivered
to the Optionee within a reasonable time following the receipt of
such notice and payment.
7.2 Notwithstanding any of the provisions contained in the Plan or in any
Option, the Corporation's obligation to issue Shares to an Optionee
pursuant to the exercise of any Option shall be subject to:
(a) completion of such registration or other qualification of such
Shares or obtaining approval of such governmental or regulatory
authority as the Corporation shall determine to be necessary or
advisable in connection with the authorization, issuance or
sale thereof;
(b) the receipt from the Optionee of such representations,
warranties, agreements and undertakings as the Corporation
determines to be necessary or advisable in order to safeguard
against the violation of the securities laws of any
jurisdiction; and
(c) the satisfaction of any conditions on exercise prescribed
pursuit to Article 3 hereof.
8 Certain Adjustments
8.1 In the event that the Shares are at any time changed or affected as
a result of the declaration of a stock dividend thereon or their
sub-division or consolidation, the number of Shares reserved for
Option shall be adjusted accordingly by the Board or the Committee
to such extent as they deem proper in their discretion. In such
event, the number of, and the price payable for, any Shares that are
then subject to Option may also be adjusted by the Board or the
Committee to such extent, if any, as they deem proper in their
discretion.
8.2 If at any time after the grant of an Option to any Optionee and prior
to the expiration of the term of such Option, the Shares shall be
reclassified, reorganized or otherwise changed, otherwise than as
specified in Section 8.1 or the Corporation shall consolidate, merge
or amalgamate with or into another corporation (the corporation
resulting or continuing from such consolidation, merger or
amalgamation being herein called the "Successor Corporation") or
shall reorganize in any other manner having the effect of
distributing the assets of the Corporation among its shareholders,
the Optionee shall be entitled to receive upon the subsequent
exercise of his or her Option in accordance with the terms hereof
and shall accept in lieu of the number of Shares to which he or she
was theretofore entitled upon such exercise but for the same
aggregate consideration payable therefor, the aggregate number of
shares of the appropriate class and/or other securities of the
Corporation or the Successor Corporation (as the case may be) and/or
other consideration from the Corporation or the Successor Corporation
(as the case may be) that the Optionee would have been entitled to
receive as a result of such reclassification, reorganization or other
change or as a result of such consolidation, merger, amalgamation or
reorganization if on the record date of such reclassification,
reorganization or other change or the effective date of such
consolidation, merger, amalgamation or reorganization, as the case
may be, he or she had been the registered holder of the number of
Shares to which he or she was theretofore entitled upon such
exercise, or in the event that holders of Shares do not become
entitled to any securities resulting therefrom, then to make such
payments or to pay such other consideration as may be appropriate in
the circumstances in accordance with a good faith determination by
the Board or Committee or by a board of directors or a committee of
the successor entity of the Corporation, as the case may be.
9 Amendment or Discontinuance of the Plan and Options
9.1 Subject in all cases to the approval of any stock exchange and/or
over-the-counter market on which the Shares may be listed or
admitted for trading, if required, the Board may amend the Plan (or
any Option granted hereunder) at any time, provided, however, that
no such amendment may materially and adversely affect any Option
previously granted to an Optionee without the consent of the
Optionee, except to the extent required by law.
9.2 Notwithstanding anything contained to the contrary in this Plan or
in any resolution of the Board or the Committee in implementation
thereof, but subject in all cases to the approval of any stock
exchange and/or over-the-counter market on which the Shares may be
listed or admitted for trading, if required:
(a) the Board or the Committee may, by resolution, advance the
date on which any Option may be exercised or extend the
expiration date of any Option. The Board or the Committee
shall not, in the event of any such advancement or extension,
be under any obligation to advance or extend the date on or by
which Options may be exercised by any other Optionee; and
(b) the Board or the Committee may, by resolution, decide that any
of the provisions set out in Article 6 hereof concerning the
effect of termination of the Optionee's employment shall not
apply to any Optionee for any reason acceptable to the Board
or the Committee, as the case may be.
9.3 Notwithstanding any other provision of this Plan, but subject in all
cases to the approval of any stock exchange and/or over-the-counter
market on which the Shares may be listed or admitted for trading, if
required, the Board may at any time by resolution terminate this
Plan. In such event, all Options then outstanding and granted to an
Optionee may be exercised by the Optionee for a period of thirty
(30) days after the date on which the Corporation shall have
notified all Optionees of the termination of this Plan, but only to
the same extent as the Optionee could have exercised such Options
immediately prior to the date of such notification.
10 Purchase for Cancellation
10.1 Subject to applicable law and the rules of any stock exchange and/or
over-the-counter market on which the Shares may be listed or
admitted for trading, the Corporation may, at any time and from time
to time, purchase for cancellation the whole or any part of the
Shares at the lowest price at which, in the opinion of the directors
of the Corporation, such Shares are obtainable. Except where the
Corporation is purchasing or otherwise acquiring Shares issued by it
to settle or compromise a debt or claim asserted by or against the
Corporation, to eliminate fractional Shares, to fulfil the terms of
an agreement under which the Corporation has an option or is obliged
to purchase Shares owned by a current or former director, officer or
employee of the Corporation, to satisfy the claim of a shareholder
who dissents under Section 185 of the Business Corporations Act
(Ontario) or to comply with an order under Section 248 of the
Business Corporations Act (Ontario), the Shares shall be purchased
either:
(a) with the consent of all the outstanding holders of Shares; or
(b) pursuant to tenders received by the Corporation upon request
for tenders addressed to all the holders of the Shares at the
time outstanding and the Corporation shall accept only the
lowest tenders.
Where, in response to the invitation for tenders, two or more shareholders
submit tenders at the same price and the tenders are accepted by the
Corporation as to part only of the Shares offered, the Corporation shall
accept part of the Shares offered in each tender in proportion as nearly as
may be to the total number of Shares offered in each tender.
10.2 The Corporation has the right, prior to an Initial Public Offering,
without having to obtain the consent of any Optionee or any holder
of Shares, to purchase at any time and from time to time from any or
all Optionees as determined by the Corporation, in its sole
discretion, any or all of the Optioned Shares issued pursuant to the
Option at a price equal to the aggregate of:
(a) the exercise price per Optioned Share as provided for in
Section 5.3; and
(b) the Book Value Per Equity Share (as herein defined) as at the
date of the most recently completed fiscal year of the
Corporation immediately preceding the date of such purchase,
minus the Book Value Per Equity Share as at the date of the
most recently completed fiscal year of the Corporation
immediately preceding the date of the grant of the option to
purchase such Share. The "Book Value Per Equity Share" at any
time shall mean the amount (expressed in Canadian funds and to
be not less than zero) determined by dividing the book value
of the Corporation on a consolidated basis as set out in its
audited financial statements as at such time by the aggregate
of (i) the aggregate number of issued and outstanding Class B
common shares Class C common shares, Class D common shares and
all other fully participating equity shares of the Corporation
as at such time and (ii) the aggregate number of Class C
common shares, Class D common shares and all other fully
participating equity shares of the Corporation that would be
issuable by the Corporation on the exercise of all fully
vested and unexercised options that are outstanding at such
time, and shall, for greater certainty, deduct the redemption
amount of any special shares (including, for greater
certainty, all redeemable shares which are not fully
participating equity shares) of the Corporation as at any such
time. The determination of such amount by the board of
directors shall be final and binding.
11 Miscellaneous Provisions
11.1 An Optionee shall not have any rights as a shareholder of the
Corporation with respect to any of the Shares covered by such Option
until the date of issuance of a certificate for Shares upon the
exercise of such Option, in full or in part, and then only with
respect to the Shares represented by such certificate or
certificates. Without in any way limiting the generality of the
foregoing, no adjustment shall be made for dividends or other rights
for which the record date is prior to the date such share
certificate is issued.
11.2 Nothing in the Plans or any Option shall confer upon an Optionee any
right to continue in the employ of the Corporation or any Affiliate,
or affect in any way the right of the Corporation or any Affiliate
to terminate his or her employment at any time; nor shall anything
in the Plan or any Option be deemed or construed to constitute an
agreement, or an expression of intent, on the part of the
Corporation or any Affiliate, to extend the employment of any
Optionee beyond the time which he or she would normally be retired
pursuant to the provisions of any present or future retirement plan
of the Corporation or any Affiliate or any present or future
retirement policy of the Corporation or any Affiliate, or beyond the
time at which he or she would otherwise be retired pursuant to the
provisions of any contract of employment with the Corporation or any
Affiliate.
11.3 The Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.
11.4 The establishment of the Plan shall be subject to: (i) ratification
by the board of directors of the Corporation to be effected by a
resolution passed by the directors of the Corporation;
(ii) acceptance by any relevant regulatory authority, including any
stock exchange and/or over-the-counter market on which the Common
Shares may be listed or admitted for trading; and (iii) completion
of the Corporation's initial public offering of Shares pursuant to
an amended preliminary prospectus of the Corporation dated October
11, 2000. Any Options granted prior to such ratification and
acceptance shall be conditional upon such ratification and
acceptance being given and no such Options may be exercised unless
and until such ratification and acceptance are given.
SCHEDULE 1
NOTIFICATION OF GRANT OF OPTION
Dynacare Inc. (the "Corporation") hereby provides this notice to
________________________ (the "Optionee") pursuant to the terms of the stock
option plan (the "Plan") adopted by the Corporation on August 14, 1998, and
amended and restated on November 17, 2000.
Pursuant to the Plan and in consideration of $1.00 paid and services
provided to the Corporation or any Affiliate by the Optionee the Corporation
hereby grants an option (the "Option") to acquire up to __________________
common shares (the "Shares") of the Corporation at an exercise price of
$___________ per Share to the Optionee and as may be described below in
accordance with the terms of the Plan.
Pursuant to the terms of the Plan, the Options granted hereunder
shall terminate immediately upon the Optionee ceasing to be an Eligible Person.
The granting and exercise of the Option and the issue of Shares are
subject to the terms and conditions of the Plan, all of which are incorporated
into and form an integral part of this agreement.
Subject to the terms of the Plan, the Option shall be exercisable
for seven years from the date of the grant, being ________________ (the
"Expiry Date"), subject to the terms of the Plan, unless otherwise determined
by the Board or the Committee and specifically set out in the Option
notification referred to in Section 5.7 hereof, and the Option shall vest as
to 20% on each of the first, second, third, fourth and fifth anniversary of
the date of the grant; provided that if the Optionee shall, during any Option
Period, not exercise his or her right to purchase all of the Shares
purchasable by him or her during such Option Period (including any Optioned
Shares purchasable by him or her as a result of the operation of this
proviso), then, subject to the terms of the Plan, the Optionee shall have the
right, at any time or from time to time thereafter but prior to the Expiry
Date, to purchase such number of Shares which were purchasable but not
purchased by him or her.
Pursuant to the terms of the Plan, the Corporation may, in its sole
discretion, require the Optionee to reimburse the Corporation for any amounts
required to be paid by the Corporation to any taxing or other governmental
authority on behalf of the Optionee or on its own behalf in respect of the
grant of the Options hereunder or the issuance or disposition of the Shares
including, without limitation, excise, employment or income withholding
taxes. In lieu thereof, the grant of the Options and the issuance of the
Shares upon the exercise thereof by the Optionee is conditional upon the
Corporation's reservation, in its discretion, of the right to withhold,
consistent with any applicable law, from any compensation or other amounts
payable to the Optionee, any amounts required to be paid by the Corporation
to any taxing or other governmental authority on behalf of the Optionee or
its own behalf under any federal, state, provincial or local law as a result
of the grant or exercise of the Option or the issuance or disposition of the
Shares. To the extent that compensation or other amounts, if any, payable to
the Optionee are insufficient to pay any amounts required to be so paid by
the Corporation, the Corporation may, in its sole discretion, require the
Optionee, as a condition to the exercise of the Option to pay in cash or by
certified cheque to the Corporation an amount sufficient to cover such
liability or otherwise make adequate provision for the Corporation's
satisfaction of its obligations under federal, state, provincial and/or local
law, including, without limitation, (i) the holding by the Corporation of the
share certificate to which the Optionee is entitled upon the exercise of the
Option as security for the payment of such obligation, until cash sufficient
to pay that liability has accumulated; (ii) to retain some or all of the
Shares, having a fair market value at the date of the exercise of the Option
which is equal to the amount of the Corporation's obligations set forth
above; or (iii) to direct the Optionee's selling broker to withhold from the
proceeds realized from the sale of the Shares an amount which is equal
to the Corporation's obligations set forth above and to pay such amount
directly to the Corporation.
This agreement shall be binding upon and enure to the benefit of the
Corporation, its successors and assigns and the Optionee and the legal
representatives of his or her estate and any other person who acquires the
Optionee's rights in respect of the Options by bequest or inheritance.
Capitalized terms not defined herein shall have the meanings
ascribed thereto in the Plan.
DATED the _____day of _____
DYNACARE INC.
Per: ___________________________
Per: ___________________________
The Optionee hereby confirms and acknowledges that he or she has not
been induced to enter into this agreement or acquire any Option by
expectation of employment or continued employment with the Corporation or any
Affiliate. The Optionee hereby further confirms and acknowledges receipt of a
copy of the Plan.
DATED the _______ day of _____
_____________________________ __________________________
Witness Optionee
__________________________
PRINT NAME OF OPTIONEE
SCHEDULE 2
ELECTION
TO: DYNACARE INC.
Pursuant to the employee stock option plan (the "Plan") of Dynacare
Inc. (the "Corporation") adopted on August 14, 1998, and amended and restated
on November 17, 2000, the undersigned elects to purchase ___________ common
shares (the "Shares") of the Corporation which are subject to an option
granted on ______________, ____, and encloses a cheque payable to the
Corporation in the aggregate amount of $_______________ , being
$__________ per Share.
The undersigned requests that the Shares be issued in his, her or
its name as follows in accordance with the terms of the Plan:
_______________________________________________
(Print Name as Name is to Appear on Share Certificate)
All capitalized terms not defined herein shall have the meanings
ascribed to them in the Plan.
The undersigned acknowledges that he or she has not been induced to
purchase the Shares by expectation of employment or continued employment with
the Corporation or any Affiliate (as defined in the Plan). The undersigned
hereby further confirms and acknowledges receipt of a copy of the Plan.
DATED this ________ day of ______,
________________________________ _______________________________
Witness Participant
_______________________________
PRINT NAME OF PARTICIPANT
EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated February 8, 2002 except for Note 10, as to which date is February 20, 2002 relating to the financial statements and financial statement schedule, which appears in Laboratory Corporation of America Holdings Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina August 7, 2002