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
July 25, 2002
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Date of Report (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 jurisdiction of Commission (IRS Employer
Incorporation or organization) File No. Identification No.)
358 South Main Street, Burlington, North Carolina 27215
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(Address of principal executive offices) (Zip code)
(336) 229-1127
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Registrant's telephone number, including area code:
Not applicable
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(Former name or former address, if changed since last report)
Exhibit Index on Page 3
Item 2. Acquisition or Disposition of Assets.
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Pursuant to the terms of that Pre-Merger Agreement, dated as of May 8,
2002, among Laboratory Corporation of America Holdings, a Delaware
corporation ("LabCorp"), an indirect wholly-owned subsidiary of LabCorp and
Dynacare Inc., an Ontario corporation ("Dynacare"), the wholly-owned
subsidiary acquired Dynacare (the "Acquisition") effective as of July 25,
2002. Subsequent to the Acquisition, Dynacare was amalgamated with and into
the wholly owned subsidiary.
Pursuant to the terms of the Pre-Acquisition Agreement, each outstanding
share of Dynacare common stock was converted into the right to receive
$11.50 payable in cash plus 0.2328 shares of LabCorp common stock.
Approximately 4,906,493 shares of LabCorp common stock were issued to the
holders of Dynacare common stock and vested options pursuant to the
Acquisition.
In connection with the Acquisition, LabCorp entered into employment
agreements with Harvey A. Shapiro, the Chairman, President and Chief
Executive Officer of Dynacare, Osama I. Sherif, the Executive Vice President
and Chief Operating Officer of Dynacare and Zbig S. Biskup, the Executive
Vice President, Chief Financial Officer and Secretary of Dynacare.
Prior to the Acquisition, Dynacare was a publicly held company that
provided clinical laboratory testing services in 21 states in the United
States and two provinces in Canada. LabCorp is the second largest
independent clinical laboratory company in the United States, based on 2001
net revenues. Through a national network of laboratories, LabCorp offers
more than 4,000 different clinical laboratory tests which are used by the
medical profession in routine testing, patient diagnosis and in the monitoring
and treatment of disease. Additional information about LabCorp can be found
at www.labcorp.com.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statement of Business Acquired
The financial statements of Dynacare as of December 31, 2001 and
December 31, 2000 and the related consolidated statements of operations,
stockholders equity, and cash flows for each of the years in the three-year
period ended December 31, 2001 can be found in Dynacare's annual report on
Form 10-K for the fiscal year ended December 31, 2001 filed on March 26,
2002.
(b) Pro Forma Financial Statements
Pro forma financial information presenting the effect of the
Acquisition as if it had been completed on January 1, 2002 for results of
operations and on March 31, 2002 for balance sheet purposes are
attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(c) Exhibits
2.1 Pre-Merger Agreement among Laboratory Corporation of
America Holdings, 3065619 NOVA SCOTIA COMPANY and
Dynacare Inc., dated as of May 8, 2002 (incorporated by
reference from Appendix E to Dynacare's Definitive Proxy
Statement on Schedule 14A, as amended (000-30976)).
10.1 Bridge Loan Agreement, dated as of July 24, 2002, among
Laboratory Corporation of America Holdings, the lenders named
therein, and Credit Suisse First Boston, as administrative agent.
99.1 Pro forma financial information.
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 thereunto duly authorized.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By: /s/ BRADFORD T. SMITH
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Bradford T. Smith
Executive Vice President and Secretary
Date: August 6, 2002