UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Top-Up Option (right to buy) | 08/04/2009 | Â (2) | Common Stock | 10,623,670 | $ 4.55 | I | By Mastiff Acquisition Corp. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LABORATORY CORP OF AMERICA HOLDINGS 358 S MAIN ST BURLINGTON, NC 27215 |
 |  X |  |  |
/s/ F. Samuel Eberts III, Authorized Person | 08/06/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These shares are owned directly by Mastiff Acquisition Corp., which is a wholly-owned subsidiary of Laboratory Corporation of America Holdings ("LabCorp"). LabCorp is the indirect beneficial owner of the reported securities. |
(2) | The Top-Up Option is exercisable, in whole but not in part, at any time prior to the earlier of (i) the Effective Time (as defined in the Agreement and Plan of Merger, dated June 22, 2009 among LabCorp, Mastiff Acquisition Corp., and the issuer (the "Merger Agreement"), filed as Exhibit 2.1 to the Form 8-K filed by the issuer with the Securities and Exchange Commission on June 24, 2009) and (ii) the termination of the Merger Agreement pursuant to Section 7.1 thereof. |
(3) | The right to exercise the Top-Up Option is held directly by Mastiff Acquisition Corp., which is a wholly-owned subsidisry of LabCorp. LabCorp is the indirect beneficial owner of the reported securities. |