As filed with the Securities and Exchange Commission on February 27, 2015
Registration No. 333-18485
Registration No. 333-18487
Registration No. 333-18493
Registration No. 333-29467
Registration No. 333-33185
Registration No. 333-36469
Registration No. 333-90777
Registration No. 333-90779
Registration No. 333-90781
Registration No. 333-36586
Registration No. 333-83712
Registration No. 333-97433
Registration No. 333-142974
Registration No. 333-151525
Registration No. 333-159605
Registration No. 333-167237
Registration No. 333-182961
Registration No. 333-182962
Registration No. 333-189605
Registration No. 333-196410
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-18485
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-18487
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-18493
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-29467
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-33185
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-36469
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-90777
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-90779
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-90781
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-36586
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-83712
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-97433
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-142974
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-151525
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-159605
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-167237
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-182961
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-182962
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-189605
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-196410
UNDER
THE SECURITIES ACT OF 1933
COVANCE INC.
(Exact name of registrant as specified in its charter)
Delaware | 22-3265977 | |
(State of Incorporation) | (IRS Employer Identification No.) |
210 Carnegie Center
Princeton, New Jersey 08540-6233
(609) 452-8550
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Covance Inc. Employee Equity Participation Program
The Stock Purchase Savings Plan Of Covance Inc.
Covance Inc. Employee Stock Purchase Plan
Covance Inc. Conversion Equity Plan
Covance Inc. Restricted Share Plan
Covance Inc. Employee Stock Ownership Plan
Covance Inc. Deferred Stock Unit Plan For Non-Employee Members Of The Board Of Directors
1998 Non-Employee Director Stock Option Plan
Covance Inc. Directors Restricted Stock Plan
Employee Stock Purchase Plan
2000 Employee Equity Participation Plan
2002 Employee Equity Participation Plan
2002 Employee Stock Option Plan
2007 Employee Equity Participation Plan
2008 Non-Employee Director Stock Option Plan
The Covance 401(k) Savings Plan
2010 Employee Equity Participation Plan
Non-Employee Directors Deferred Stock Plan
2013 Employee Equity Participation Plan
2014 Employee Equity Participation Plan
(Full Title of the Plan)
F. Samuel Eberts III
President, Secretary and Director
Covance Inc.
210 Carnegie Center
Princeton, New Jersey 08540-6233
(609) 452-8550
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (each, a Registration Statement, and collectively, the Registration Statements) filed by Covance Inc., a Delaware corporation (Covance) with the Securities and Exchange Commission:
| Registration Statement on Form S-8 (No. 333-18485), filed with the Commission on December 20, 1996, which registered the offering of an aggregate of 6,000,000 shares of common stock, $0.01 par value (Shares). |
| Registration Statement on Form S-8 (No. 333-18487), filed on December 20, 1996, which registered the offering of an aggregate of 2,000,000 Shares. |
| Registration Statement on Form S-8 (No. 333-18493), filed on December 20, 1996, which registered the offering of an aggregate of 1,000,000 Shares. |
| Registration Statement on Form S-8 (No. 333-29467), filed on June 18, 1997, which registered the offering of an aggregate of 1,500,000 Shares. |
| Registration Statement on Form S-8 (No. 333-33185), filed on August 8, 1997, which registered the offering of an aggregate of 343,428 Shares. |
| Registration Statement on Form S-8 (No. 333-36469), filed on September 26, 1997, which registered the offering of an aggregate of 511,572 Shares. |
| Registration Statement on Form S-8 (No. 333-90777), filed on November 12, 1999, which registered the offering of an aggregate of 50,000 Shares. |
| Registration Statement on Form S-8 (No. 333-90779), filed on November 12, 1999, which registered the offering of an aggregate of 300,000 Shares. |
| Registration Statement on Form S-8 (No. 333-90781), filed on November 12, 1999, which registered the offering of an aggregate of 105,000 Shares. |
| Registration Statement on Form S-8 (No. 333-36586), filed on May 9, 2000, which registered the offering of an aggregate of 5,600,000 Shares. |
| Registration Statement on Form S-8 (No. 333-83712), filed on March 5, 2002, which registered the offering of an aggregate of 2,000,000 Shares. |
| Registration Statement on Form S-8 (No. 333-97433), filed on July 31, 2002, which registered the offering of an aggregate of 9,150,000 Shares. |
| Registration Statement on Form S-8 (No. 333-142974), filed on May 15, 2007, which registered the offering of an aggregate of 1,600,000 Shares. |
| Registration Statement on Form S-8 (No. 333-151525), filed on June 9, 2008, which registered the offering of an aggregate of 200,000 Shares. |
| Registration Statement on Form S-8 (No. 333-159605), filed on May 29, 2009, which registered the offering of an aggregate of 7,000,000 Shares. |
| Registration Statement on Form S-8 (No. 333-167237), filed on June 1, 2010, which registered the offering of an aggregate of 4,300,000 Shares. |
| Registration Statement on Form S-8 (No. 333-182961), filed on July 31, 2012, which registered the offering of an aggregate of 200,000 Shares. |
| Registration Statement on Form S-8 (No. 333-182962), filed on July 31, 2012, which registered the offering of an aggregate of 7,000,000 Shares. |
| Registration Statement on Form S-8 (No. 333-189605), filed on June 26, 2013, which registered the offering of an aggregate of 2,800,000 Shares. |
| Registration Statement on Form S-8 (No. 333-196410), filed on May 30, 2014, which registered the offering of an aggregate of 2,540,000 Shares. |
Covance, Laboratory Corporation of America Holdings, a Delaware corporation (LabCorp), and Neon Merger Sub Inc., a former Delaware corporation and a subsidiary of LabCorp (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement), dated as of November 2, 2014. Pursuant to the Merger Agreement, Merger Sub was merged with and into Covance, with Covance surviving as a subsidiary of LabCorp (the Merger) upon the terms and subject to the conditions set forth in the Merger Agreement.
The Merger became effective on February 19, 2015.
In connection with the Merger, the offerings pursuant to the Registration Statements have been terminated. Covance hereby removes from registration the securities registered under the Registration Statements that remain unsold under the above listed Registration Statements as of the filing date of these Post-Effective Amendments.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton and State of New Jersey on February 27, 2015.
COVANCE INC. | ||
By: | /s/ F. Samuel Eberts III | |
F. Samuel Eberts III President, Secretary and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the Registration Statements described above have been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ F. Samuel Eberts III F. Samuel Eberts III |
President, Secretary and Director (Principal Executive Officer) |
February 27, 2015 | ||
/s/ Glenn A. Eisenberg Glenn A. Eisenberg |
Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) |
February 27, 2015 |