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
March 1, 2005
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(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 (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
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)
N/A
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(Former name or former address, if changed since last report.)
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 1.01. Entry into a Material Definitive Agreement.
Long-Term Incentives for Executive Management
On February 23, 2005, the Compensation Committee of the Board of
Directors of the Company approved the Executive Compensation Plan for 2005 (the
"Plan"). The Plan includes the granting of stock options, restricted stock and
performance shares under the Company's 2000 Stock Incentive Plan.
On March 1, 2005, the Plan was made effective and the following actions
were made with respect to the long-term incentive grants (stock options grants
were made pursuant to a stock option grant agreement which was previously
filed with the SEC) of the Company's named officers (as defined in Regulation
S-K Item 402(a)(3)) and significant awards to other Executive Officers:
2005 Long-Term compensation Awards
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Restricted Performance
Stock Share
Executive Officer Awards($) (1) Awards(#) (2)
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Thomas P. Mac Mahon
Chairman and Chief
Executive Officer ................. $1,929,967 120,900
Richard L. Novak
Executive Vice President
And Chief Operating Officer ....... 633,345 39,675
Bradford T. Smith
Executive Vice President,
Chief Legal Officer and
Secretary ......................... 514,818 32,250
Wesley R. Elingburg
Executive Vice President,
Chief Financial Officer
And Treasurer ..................... 191,560 12,000
Myla P. Lai-Goldman
Executive Vice President,
Chief Scientific Officer
And Medical Director .............. 402,276 24,300
David P. King
Executive Vice President,
Strategic Planning and
Corporate Development ............. 402,276 24,300
William B. Haas
Executive Vice President,
Sales and Marketing ............... 402,276 24,300
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(1) The Restricted Stock Awards vest in equal one-third increments over a
three year period, beginning on the first anniversary of the date of
grant. These awards are valued at the date of the grant.
(2) If the performance targets, as determined by the Compensation Committee
on February 23, 2005 are met, the Performance Share Awards will vest 30
days following the availability of audited financial statements for the
3-year period ending December 31, 2007. Performance targets will be based
on the Company's growth in sales and in earnings per share.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
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99.1 Form of Restricted Stock Agreement
99.2 Form of Performance Award Agreement
SIGNATURES
Pursuant to the requirements of the Securities and 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
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(Registrant)
By:/s/ BRADFORD T. SMITH
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Bradford T. Smith
Executive Vice President and Secretary
Date: March 7, 2005
EXHIBIT INDEX
Exhibit Description
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99.1 Form of Restricted Stock Agreement
99.2 Form of Performance Award Agreement