-----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, EBs538MyYbqqxK3VphEuwWkNHLdBCv9uULZg+aw1hjzZQe/iz3aQGqUzaQjshhCo 5A1L9uWRZsCigTxyDnXkQQ== 0000950144-02-011486.txt : 20021112 0000950144-02-011486.hdr.sgml : 20021111 20021112134148 ACCESSION NUMBER: 0000950144-02-011486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021111 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021112 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: 02816484 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 g79270e8vk.txt QUINTILES TRANSNATIONAL 8-K 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): November 11, 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 November 11, 2002, of Quintiles Transnational Corp. ITEM 9. REGULATION FD DISCLOSURE.* On November 11, 2002, Quintiles Transnational Corp. (the "Company") issued a press release in which the Special Committee of its Board of Directors announced that it had rejected the proposal by Pharma Services Company, an entity wholly owned by Dennis B. Gillings, Ph.D., Chairman of the Board and Founder of the Company, to acquire all outstanding shares of the Company's common stock. 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 exhibit, 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/ James L. Bierman ------------------------ Dated: November 12, 2002 James L. Bierman Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------------- 99.01 Press Release, dated November 11, 2002, of Quintiles Transnational Corp. EX-99.1 3 g79270exv99w1.txt PRESS RELEASE DATED NOVEMBER 11, 2002 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 SPECIAL COMMITTEE REJECTS PROPOSAL BY PHARMA SERVICES COMPANY TO ACQUIRE ALL OUTSTANDING SHARES RESEARCH TRIANGLE PARK, N.C. - November 11, 2002 - The Special Committee of the Quintiles Transnational Corp. (Nasdaq: QTRN) Board of Directors announced today that it had rejected the proposal by Pharma Services Company to acquire all outstanding shares of Quintiles common stock for $11.25 per share as inadequate and not in the best interests of Quintiles and its shareholders. The conclusion of the Special Committee was reached after careful consideration, including a thorough review with its independent financial advisor, Morgan Stanley, and its independent legal advisor, Willkie Farr & Gallagher. Pharma Services Company is wholly owned by Dennis B. Gillings, Ph.D., Chairman of the Board and Founder of Quintiles. Its non-binding proposal was announced on October 14. The Special Committee also announced that together with Morgan Stanley it will investigate strategic alternatives available to Quintiles for the purpose of enhancing shareholder value, including the possibility of a sale of the company and alternatives that would keep Quintiles independent and publicly owned. The Special Committee has not made any determination as to whether a sale of the company or any other alternative would best serve the interests of Quintiles and its shareholders. 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 no transaction will be approved or completed, the possibility that Quintiles might not prevail in pending litigation regarding the management buyout proposal and other uncertainties arising in connection therewith. 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-----