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
(Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(Registrant’s telephone number including area code) 336 -229-1127
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 communication 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)) | |||||
Securities registered pursuant to Section 12(b) of the Exchange Act.
Title of Each Class Trading Symbol Name of exchange on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure | ||||
On June 9, 2023, Laboratory Corporation of America Holdings announced announced the following record and distribution dates for the spin-off of Fortrea Holdings Inc., a wholly owned subsidiary of Labcorp (“Fortrea”):
•The record date will be 5 p.m. Burlington, North Carolina time on Tuesday, June 20, 2023, and
•The distribution date will be 11:59 p.m. Burlington, North Carolina time on Friday, June 30, 2023.
Fortrea will hold Labcorp’s Clinical Development and Commercialization Services business. The spin-off is expected to be effected through the distribution of 100 percent of the common stock of Fortrea to holders of Labcorp’s common stock whereby Labcorp’s stockholders will receive one share of Fortrea common stock for every share of Labcorp common stock they hold as of the record date.
Furthermore, the U.S. Securities and Exchange Commission (“SEC”) declared Fortrea’s Registration Statement on Form 10 effective today and NASDAQ approved the listing of Fortrea’s common stock on the NASDAQ Stock Market under the symbol “FTRE.”
The Registration Statement on Form 10 includes information regarding Fortrea’s business and the spin-off of Fortrea from Labcorp.
The completion of the spin-off remains subject to customary closing conditions.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| Exhibit | Exhibit Name | |||||||
| Exhibit 99.1 | ||||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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
| By: | /s/ SANDRA VAN DER VAART | |||||||
| Sandra van der Vaart | ||||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||||
FOR IMMEDIATE RELEASE
Labcorp Contacts:
Investors: Chas Cook — 336-436-5076
Investor@Labcorp.com
Media: Rachael Valdez — 336-436-8263
Media@Labcorp.com
Labcorp Announces Information in Connection with its Spin-off of Fortrea
BURLINGTON, N.C., June 9, 2023 -- Labcorp (NYSE: LH), a leading global life sciences company, today announced the following record and distribution dates for the spin-off of Fortrea Holdings Inc., a wholly owned subsidiary of Labcorp (“Fortrea”):
•The record date will be 5 p.m. Burlington, North Carolina time on Tuesday, June 20, 2023, and
•The distribution date will be 11:59 p.m. Burlington, North Carolina time on Friday, June 30, 2023.
Fortrea will hold Labcorp’s Clinical Development and Commercialization Services business. The spin-off is expected to be effected through the distribution of 100 percent of the common stock of Fortrea to holders of Labcorp’s common stock whereby Labcorp’s stockholders will receive one share of Fortrea common stock for every share of Labcorp common stock they hold as of the record date.
Furthermore, the U.S. Securities and Exchange Commission (“SEC”) declared Fortrea’s Registration Statement on Form 10 effective today and NASDAQ approved the listing of Fortrea’s common stock on the NASDAQ Stock Market under the symbol “FTRE.”
The Registration Statement on Form 10 includes information regarding Fortrea’s business and the spin-off of Fortrea from Labcorp.
The completion of the spin-off remains subject to customary closing conditions.
About Labcorp
Labcorp is a leading global life sciences company that provides vital information to help doctors, hospitals, pharmaceutical companies, researchers and patients make clear and confident decisions. Through our unparalleled diagnostics and drug development capabilities, we provide insights and accelerate innovations to improve health and improve lives. With more than 80,000 employees, we serve clients in more than 100 countries. Labcorp (NYSE: LH) reported revenue of $14.9 billion in FY2022. Learn more about us at www.Labcorp.com or follow us on LinkedIn and Twitter @Labcorp.
About Fortrea
Fortrea is a leading provider of comprehensive Phase I through IV clinical trial management, clinical pharmacology, patient access solutions and other enabling services. Fortrea partners with emerging and large biopharma, medical device, and diagnostic companies to drive healthcare innovation and improve the lives of patients worldwide.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements in this press release, particularly those relating to the ability to successfully complete the spin-off on a tax-free basis, within the expected time frame or at all, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Actual results could differ materially from expectations expressed or implied in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations are and will be detailed in (i) with respect to Labcorp, Labcorp’s most recent Annual Report on
Form 10-K and subsequent Quarterly Reports on Form 10-Q, including in each case under the heading Risk Factors, and in Labcorp’s other filings with the SEC and (ii) with respect to Fortrea, Fortrea’s registration statement on Form 10 filed with the SEC on May 15, 2023 (as amended and further supplemented). These forward-looking statements are based on management’s current expectations and are subject to certain risks, uncertainty and changes in circumstances including, without limitation, whether the spin-off will be consummated on the expected terms, or at all. Neither Labcorp nor Fortrea undertake responsibility for updating these statements, and these statement speak only as of the date of this press release.
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