0001127602-15-007670.txt : 20150223 0001127602-15-007670.hdr.sgml : 20150223 20150223155552 ACCESSION NUMBER: 0001127602-15-007670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150219 FILED AS OF DATE: 20150223 DATE AS OF CHANGE: 20150223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COVANCE INC CENTRAL INDEX KEY: 0001023131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 223265977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 210 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6094524440 MAIL ADDRESS: STREET 1: COVANCE INC STREET 2: 210 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: CORNING PHARMACEUTICAL SERVICES INC DATE OF NAME CHANGE: 19960917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COSTLEY GARY E CENTRAL INDEX KEY: 0001202277 STATE OF INCORPORATION: DE FISCAL YEAR END: 0303 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12213 FILM NUMBER: 15639642 MAIL ADDRESS: STREET 1: 660 WHITE PLAINS RD., SUITE 205 CITY: TARRYTOWN STATE: NY ZIP: 10591 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-02-19 1 0001023131 COVANCE INC CVD 0001202277 COSTLEY GARY E COVANCE INC. 210 CARNEGIE CENTER PRINCETON NJ 08540-6233 1 Common Stock 2015-02-19 4 D 0 6966 D 0 D Directors Stock Option Plan 77.72 2015-02-19 4 D 0 2200 D 2010-09-27 2017-09-26 Common Stock 2200 0 D Directors Stock Option Plan 86.17 2015-02-19 4 D 0 1700 D 2010-01-02 2018-01-01 Common Stock 1700 0 D Directors Stock Option Plan 52.39 2015-02-19 4 D 0 933 D 2014-01-03 2021-01-02 Common Stock 933 0 D On November 2, 2014, Laboratory Corporation of America Holdings, a Delaware corporation ("Parent"), entered into that certain merger agreement with the issuer and Neon Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the issuer (the "Merger"), with issuer surviving the Merger as a wholly owned subsidiary of Parent. On February 19, 2015, the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $75.76 in cash and 0.2686 shares of Parent common stock (the "per-share merger consideration"). The Merger is more fully described in the issuer's proxy statement/prospectus filed with the SEC on January 16, 2015. These stock options were canceled at the effective time of the Merger in exchange for a cash payment equal to the difference between the value of the merger consideration, which is $75.76 in cash and 0.2686 LabCorp shares for each Covance share, less the exercise price of the stock option. Pursuant to the merger agreement, the price of each LabCorp share for this purpose equaled the average of the volume weighted average trading prices of LabCorp shares on each of the 10 consecutive trading days ending on (and including) the third trading day before the closing date, which was $115.6625. /s/ Ross A. Hyams, Power of Attorney 2015-02-23