-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0aWpsjSeCNL/o5YT0iijfP9A463jiG9dEPh4BjcODda0cfuZO6Y3P/OKVY5Vfyj eeSUXTvoIEb5VwOjdPr2Zw== 0000950144-02-010804.txt : 20021028 0000950144-02-010804.hdr.sgml : 20021028 20021028150838 ACCESSION NUMBER: 0000950144-02-010804 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021025 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUINTILES TRANSNATIONAL CORP CENTRAL INDEX KEY: 0000919623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561714315 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23520 FILM NUMBER: 02799848 BUSINESS ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: RIVERBIRCH BLDG STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8411 BUSINESS PHONE: 9199982000 MAIL ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: STE 300 CITY: DURHAM STATE: NC ZIP: 27703-8411 8-K 1 g78894e8vk.txt QUINTILES TRANSNATIONAL CORP. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2002 QUINTILES TRANSNATIONAL CORP. (Exact name of registrant as specified in its charter) NORTH CAROLINA 000-23520 56-1714315 (State or other (Commission File No.) (I.R.S. Employer jurisdiction Identification Number) of incorporation) 4709 CREEKSTONE DRIVE, RIVERBIRCH BUILDING, SUITE 200, DURHAM, NORTH CAROLINA 27703-8411 (Address of principal executive offices) (919) 998-2000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.* (c) Exhibits Exhibit Number Description of Exhibit - -------------- ---------------------- 99.01 Press Release, dated October 25, 2002, of Quintiles Transnational Corp. ITEM 9. REGULATION FD DISCLOSURE.* On October 25, 2002, Quintiles Transnational Corp. (the "Company") issued a press release updating the activities of the special committee of its Board of Directors and identifying the members of the special committee. A copy of the press release is attached hereto as Exhibit 99.01 and incorporated by reference herein. * The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUINTILES TRANSNATIONAL CORP. By: /s/ John S. Russell ---------------------------- Dated: October 28, 2002 John S. Russell Executive Vice President and General Counsel EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 99.01 Press Release, dated October 25, 2002, of Quintiles Transnational Corp. EX-99.01 3 g78894exv99w01.txt PRESS RELEASE DATED 10-25-02 OF QUINTILES EXHIBIT 99.01 FOR IMMEDIATE RELEASE CONTACT: Pat Grebe, Media Relations (media.info@quintiles.com) Greg Connors, Investor Relations (invest@quintiles.com) 919 998 2000 QUINTILES TRANSNATIONAL CORP. UPDATES SPECIAL COMMITTEE ACTIVITIES RESEARCH TRIANGLE PARK, N.C. - October 25, 2002 - Quintiles Transnational Corp. (Nasdaq: QTRN) today announced that the recently constituted special committee of its Board of Directors has engaged Morgan Stanley to act as its financial advisor. Members of the special committee are Robert C. Bishop, Ph.D., Vaughn D. Bryson and Virginia V. Weldon, M.D. The special committee also has engaged Willkie Farr & Gallagher as its legal counsel. As previously announced, the special committee of independent directors was formed following Quintiles' receipt of a non-binding proposal by Pharma Services Company, a company wholly owned by Dennis B. Gillings, Ph.D., Chairman of the Board and Founder of Quintiles, to acquire all of the outstanding shares of Quintiles for a cash price of $11.25 per share. The special committee was established to act on behalf of Quintiles regarding the proposal or alternatives in the context of evaluating what is in the best interest of Quintiles and its shareholders. The special committee is in the beginning stages of its deliberations and will proceed in a timely and orderly manner. Separately, Pharma Services Company has informed Quintiles that it has received an equity commitment of $298 million from One Equity Partners LLC, the private equity arm of Bank One Corporation, and debt commitments totaling $620 million from Citicorp North America, Inc. and Salomon Smith Barney Inc. in support of Pharma Services Company's non-binding proposal. Pharma Services Company also has informed Quintiles that, together with shares to be contributed by Dr. Gillings and cash on hand at Quintiles, it has financing commitments in place which will allow it to consummate the proposed transaction. The commitments are subject to a number of conditions, including the negotiation of definitive documentation between Pharma Services Company and its financing sources. Pharma Services Company also reiterated that it has engaged Salomon Smith Barney as its financial advisor. Quintiles Transnational helps improve healthcare worldwide by providing a broad range of professional services, information and partnering solutions to the pharmaceutical, biotechnology and healthcare industries. Headquartered near Research Triangle Park, North Carolina, Quintiles is a member of the S&P 500 and Fortune 1000. For more information visit Quintiles' Web site at www.quintiles.com. Information in this press release contains "forward-looking statements" about Quintiles. These statements involve risks and uncertainties that could cause actual results to differ materially, including without limitation, the possibility that neither the proposed transaction nor any other transaction will be approved or completed, the possibility that Quintiles might not prevail in pending litigation regarding the proposal and other uncertainties arising in connection with the proposal. Additional factors that could cause actual results to differ materially are discussed in Quintiles' recent filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K, its Form 8-Ks and its other periodic reports, including Form 10-Qs. -----END PRIVACY-ENHANCED MESSAGE-----