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 9, 2007
(Date of earliest event reported)
LABORATORY CORPORATION
OF
AMERICA HOLDINGS
| DELAWARE | 1-11353 | 13-3757370 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA |
27215 | 336-229-1127 | ||
| (Address of principal executive offices) | (Zip Code) |
(Registrant's telephone number including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. Regulation FD Disclosure
On January 9, 2007, Laboratory Corporation of America® Holdings (LabCorp®) (NYSE: LH), announced that its zero coupon subordinated Liquid Yield Option™ Notes due 2021 (LYONs) and Zero Coupon Convertible Subordinated Notes due 2021 (Zero Coupon Notes) may be converted as set forth below.
LYONs are convertible into Common Stock of LabCorp at the conversion rate of 13.4108 per $1,000 principal amount at maturity of the LYONs, subject to the terms of the LYONs and the Indenture, dated as of September 11, 2001 between LabCorp and The Bank of New York, as trustee (Trustee) and conversion agent. The Zero Coupon Notes are convertible into cash and Common Stock of LabCorp, if any, subject to the terms of the Zero Coupon Notes and the Indenture, dated as of October 24, 2006 between LabCorp, the Trustee and the conversion agent.
Exhibits
99.1 Press Release dated January 9, 2007
SIGNATURES
Pursuant to the requirements of the Securities 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 (Registrant) |
||||
| Date: January 10, 2007 | By: | /s/Bradford T. Smith | ||
| Bradford T. Smith, Executive Vice President and Secretary |
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Exhibit 99.1
Laboratory Corporation of
America® Holdings
358 South Main Street
Burlington, NC 27215
Telephone:(336) 584-5171
FOR IMMEDIATE RELEASE
Investor Contact: Scott Fleming - 336-436-4879
Media Contact: Pam Sherry - 336-436-4855
Shareholder Direct: (800)LAB-0401
Company Information: www.LabCorp.com
CONVERSION
RIGHT TRIGGERED FOR LABCORP’S LIQUID YIELD OPTION™
NOTES DUE 2021 AND ZERO
COUPON CONVERTIBLE
SUBORDINATED NOTES DUE 2021
Burlington, NC, January 9, 2007 — Laboratory Corporation of America® Holdings (LabCorp®) (NYSE: LH) announced today that its zero coupon subordinated Liquid Yield Option™ Notes due 2021 (LYONs) and Zero Coupon Convertible Subordinated Notes due 2021 (Zero Coupon Notes) may be converted as set forth below.
LYONs are convertible into Common Stock of LabCorp at the conversion rate of 13.4108 per $1,000 principal amount at maturity of the LYONs, subject to the terms of the LYONs and the Indenture, dated as of September 11, 2001 between LabCorp and The Bank of New York, as trustee (Trustee) and conversion agent. The Zero Coupon Notes are convertible into cash and Common Stock of LabCorp, if any, subject to the terms of the Zero Coupon Notes and the Indenture, dated as of October 24, 2006 between LabCorp, the Trustee and the conversion agent.
In order to exercise the option to convert all or a portion of the LYONs or Zero Coupon Notes, holders must validly surrender their LYONs or Zero Coupon Notes at any time during the calendar quarter through the close of business at 5:00p.m., New York City time, on Monday, April 2, 2007. The Trustee has informed LabCorp that, as of this date, all custodians and beneficial holders of the LYONs and Zero Coupon Notes hold the LYONs and Zero Coupon Notes through Depository Trust Company (DTC) accounts and that there are no certificated LYONs or Zero Coupon Notes in non-global form. Accordingly, all LYONs and Zero Coupon Notes surrendered for conversion must be delivered through the transmittal procedures of DTC.
On September 19, 2006, LabCorp announced that for the period of September 12, 2006 to March 11, 2007, the LYONs will, subject to the terms of the LYONs, accrue contingent cash interest at a rate of no less than 0.125% of the average market price of a LYON for the five trading days ended September 7, 2006, in addition to the continued accrual of the original issue discount. Similarly, the Zero Coupon Notes will also accrue contingent cash interest using the same calculation method as described for the LYONs.
About LabCorp®
Laboratory Corporation of
America® Holdings, a S&P 500 company, is a pioneer in commercializing
new diagnostic technologies and the first in its industry to embrace genomic testing. With
annual revenues of $3.3 billion in 2005, approximately 24,000 employees nationwide, and
more than 220,000 clients, LabCorp offers clinical assays ranging from routine blood
analyses to HIV and genomic testing. LabCorp combines its expertise in innovative clinical
testing technology with its Centers of Excellence: The Center for Molecular Biology and
Pathology, in Research Triangle Park, NC; National Genetics Institute, Inc. in Los
Angeles, CA; ViroMed Laboratories, Inc. based in Minneapolis, MN; The Center for Esoteric
Testing in Burlington, NC; DIANON Systems, Inc. based in Stratford, CT; US LABS based in
Irvine, CA; and Esoterix and its Colorado Coagulation, Endocrine Sciences, and Cytometry
Associates laboratories. LabCorp clients include physicians, government agencies, managed
care organizations, hospitals, clinical labs, and pharmaceutical companies. To learn more
about our growing organization, visit our Web site at: www.LabCorp.com.
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. Actual results could differ materially from those suggested by these forward-looking statements. Further information on potential factors that could affect LabCorp’s financial results is included in the Company’s Form 10-K for the year ended December 31, 2005, and subsequent SEC filings, and will be available in the Company’s Form 10-K for the year ended December 31, 2006, when filed.