As filed with the Securities and Exchange Commission on July 31, 2002
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COVANCE INC.
(Exact name of Registrant as specified in its Charter)
Delaware 210 Carnegie Center 22-3265977
(State of Princeton, New Jersey 08540-6233 (I.R.S. Employer
Incorporation) (Address of principal executive offices) Identification Number)
2002 EMPLOYEE EQUITY PARTICIPATION PLAN
2002 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plans)
James W. Lovett, Esq.
Corporate Vice President,
General Counsel and Secretary
Covance Inc.
210 Carnegie Center
Princeton, New Jersey 08540-6233
(Name and address of agent for service)
(609) 452-4585
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------ --------------- ---------------------- ---------------------- -------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price per Aggregate Offering Registration Fee
Share(1) Price(1)
------------------------------------ --------------- ---------------------- ---------------------- -------------------
Common Stock, Par Value $.01 per 3,250,000 $13.30 $43,225,000 $3,977
share; issued under 2002 Employee
Equity Participation Plan
------------------------------------ --------------- ---------------------- ---------------------- -------------------
Common Stock, Par Value $.01 per 5,900,000 $13.30 $78,470,000 $7,220
share; issued under 2002 Employee
Stock Option Plan
------------------------------------ --------------- ---------------------- ---------------------- -------------------
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, based on
the average of the high and low prices of the registrant's Common Stock on July
24, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by Covance Inc. ("the
Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 filed pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), containing audited
financial statements for the Registrant's latest fiscal year, including
any amendment or report filed for the purpose of updating such
description.
2. The Company's Quarterly Report on Form 10-Q for the period
ending March 31, 2002.
3. The Company's Quarterly Report on Form 10-Q for the period
ending June 30, 2002.
4. The Company's Proxy Statement in connection with the 2002
Annual Meeting of Shareholders filed with the Commission on March 12,
2002.
5. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 10, declared effective by
the Commission on November 26, 1996 pursuant to Section 12(b) of the
Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the
Commission of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or effects the
deregistration of the balance of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Incorporated by reference to Registrant's Form 10 declared effective by
the Commission on November 26, 1996 pursuant to Section 12(b) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.
Item 5. Interests of Named Experts and Counsel.
James W. Lovett, Corporate Vice President, General Counsel and
Secretary of the Company, issued the opinion as to the legality of securities
being registered herein, attached as Exhibit 5.1 hereto. Mr. Lovett participates
in the Company's stock and option benefit plans and holds directly shares of the
Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware Law, the Company's Restated Certificate of
Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
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fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, relating to prohibited dividends or distributions or the repurchase or
redemption of stock or (iv) for any transaction from which the director derives
an improper personal benefit. In addition, the Company's Restated Certificate of
Incorporation provides for indemnification of the Company's officers and
directors to the fullest extent permitted under Delaware law. Section 145 of the
Delaware law provides that a corporation may indemnify any persons, including
officers and directors, who were or are, or are threatened to be made, parties
to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
was an officer, director, employee or agent of such corporation or is or was
serving at the request of such corporation as an officer, director, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
The directors and officers of the Company are insured against certain
liabilities under the Company's directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No. Document
------- --------
4.1 2002 Employee Equity Participation Plan
4.2 2002 Employee Stock Option Plan.
5.1 Opinion of General Counsel as to the legality of
securities being registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of General Counsel (contained in the opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on Signature Page).
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Item 9. Undertakings.
The undersigned Company 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.
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this 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 (i) and (ii) of this section do not apply if
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 Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, 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.
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
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Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Princeton and State of New Jersey on July 30,
2002.
COVANCE INC.
By: /s/ CHRISTOPHER A. KUEBLER
-------------------------------------
Christopher A. Kuebler
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints James W. Lovett and Ross A. Hyams each of them, his true and lawful
attorneys-in-fact and agents each with full power of substitution and
resubstitution for him in any and all capacities to sign any and all amendments
(including pre- or post-effective amendments) to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, hereby ratifying and confirming all that
each such attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ CHRISTOPHER A. KUEBLER Chairman of the Board July 30, 2002
--------------------------- and Chief Executive Officer
Christopher A. Kuebler (Principal Executive Officer)
/s/ WILLIAM E. KLITGAARD Corporate Senior Vice President July 30, 2002
--------------------------- and Chief Financial Officer
William E. Klitgaard (Principal Financial Officer)
/s/ MICHAEL GIANNETTO Corporate Vice President and July 30, 2002
--------------------------- Controller (Principal Accounting
Michael Giannetto Officer)
/s/ ROBERT M. BAYLIS Director July 30, 2002
---------------------------
Robert M. Baylis
/s/ IRWIN LERNER Director July 30, 2002
---------------------------
Irwin Lerner
/s/ J. RANDALL MACDONALD Director July 30, 2002
---------------------------
J. Randall MacDonald
/s/ KATHLEEN G. MURRAY Director July 30, 2002
---------------------------
Kathleen G. Murray
/s/ WILLIAM A. UGHETTA Director July 30, 2002
---------------------------
William A. Ughetta
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EXHIBIT INDEX
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Exhibit No Document Page No.
---------- -------- --------
4.1 2002 Employee Equity Participation Plan. Filed
herewith.
4.2 2002 Employee Stock Option Plan. Filed herewith.
5.1 Opinion of the General Counsel as to the legality
of securities being registered. Filed herewith.
23.1 Consent of Ernst & Young LLP. Filed herewith.
23.2 Consent of PricewaterhouseCoopers LLP. Filed
herewith.
23.3 Consent of General Counsel (contained in opinion
filed as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (included on Signature Page).
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