8-A12G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 8-A/A
(AMENDMENT NO. 2)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)

NORTH CAROLINA	56-1714315
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

4709 CREEKSTONE DRIVE, RIVERBIRCH BUILDING, SUITE 200
DURHAM, NORTH CAROLINA 27703-8411
(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of class
NONE Name of each exchange on which such class is registered
NONE

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |_|

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |X|

Securities Act registration statement file number to which this form relates (if applicable): N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Title of class
PREFERRED STOCK
PURCHASE RIGHTS Name of each exchange on which such class is registered
NASDAQ NATIONAL MARKET SYSTEM

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

On November 4, 1999, the Board of Directors of Quintiles Transnational Corp., a North Carolina corporation (the “Company”), declared a dividend distribution of one preferred stock purchase right (a “Right”) for each outstanding share of the Company’s common stock, $.01 par value (the “Common Stock”) to shareholders of record at the close of business on November 15, 1999 (the “Record Date”).

Each Right entitles the registered holder to purchase from the Company one one-thousandth (1/1,000) of a share (a “Preferred Stock Fraction”) of the Company’s Series A Preferred Stock, $.01 par value (the “Preferred Stock”) at a price of One Hundred Fifty Dollars ($150.00) (the “Purchase Price”), subject to adjustment in certain circumstances.

On November 5, 1999, the Company filed with the Securities and Exchange Commission a Registration Statement on Form 8-A to register Rights issuable in accordance with the terms of the Rights Agreement between the Company and First Union National Bank, as Rights Agent (now known as Wachovia Bank, N.A., the “Rights Agent”), dated as of November 5, 1999 (the “Rights Agreement”).

On May 4, 2000, the Board of Directors of the Company authorized the amendment and restatement of the Rights Agreement, resulting in an Amended and Restated Rights Agreement between the Company and the Rights Agent, dated as of November 5, 1999 and amended and restated as of May 4, 2000 (the “Amended and Restated Rights Agreement”).

On April 10, 2003, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pharma Services Holding, Inc. (“Pharma Services”) and Pharma Services Acquisition Corp. (“Merger Sub”), pursuant to which, subject to the satisfaction of certain conditions contained therein, Merger Sub will be merged into the Company, with the Company surviving as a wholly owned subsidiary of Pharma Services (the “Merger”).

In connection with the Merger Agreement, the Board of Directors of the Company approved an amendment to the Amended and Restated Rights Agreement, dated as of April 10, 2003, by and between the Company and the Rights Agent (the “Amendment”). The Amendment provides that (i) neither Pharma Services, Merger Sub, nor any of their Affiliates, shall be deemed to be an Acquiring Person, (ii) no Stock Acquisition Date, no Distribution Date and no Triggering Event shall be deemed to occur, (iii) the Rights will not separate from the common stock, and (iv) the Rights shall not become exercisable, in each case as a result of the execution, delivery or performance of the Merger Agreement, the public announcement thereof, or the consummation of the Merger. All capitalized terms not defined herein have the meaning given them in the Amended and Restated Rights Agreement.

The description and terms of the Rights are set forth in the Amended and Restated Rights Agreement, as amended. The Amended and Restated Rights Agreement, which includes as exhibits the Articles of Amendment of Amended and Restated Articles of Incorporation of the

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Company (setting forth the terms of the Preferred Stock), the form of Rights Certificate, and the form of Summary of Rights to Purchase Preferred Stock, is attached as an exhibit to the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on May 10, 2000 and is incorporated herein by reference. The Amendment is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing description of the Rights and the Amended and Restated Rights Agreement, as amended, does not purport to be complete and is qualified in its entirety by reference to such exhibits.

ITEM 2. EXHIBITS.

EXHIBIT NUMBER	DOCUMENT DESCRIPTION
4.01	Amendment to Rights Agreement, dated as of April 10, 2003, by and between the Company and Wachovia Bank, N.A., as Rights Agent (successor by merger to First Union National Bank)

[the remainder of this page is purposely left blank]

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	QUINTILES TRANSNATIONAL CORP.
DATE: April 11, 2003	By:	/s/ John S. Russell
	Name: John S. Russell
	Title: Executive Vice President and General Counsel

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EXHIBIT INDEX

EXHIBIT NUMBER	DOCUMENT DESCRIPTION
4.01	Amendment to Rights Agreement, dated as of April 10, 2003, by and between the Company and Wachovia Bank, N.A., as Rights Agent (successor by merger to First Union National Bank)

5 EX-4.01 3 g81972a2exv4w01.htm EX-4.01 AMENDMENT TO RIGHTS AGREEMENT

EXHIBIT 4.01

AMENDMENT TO RIGHTS AGREEMENT

     THIS AMENDMENT (this “Amendment”) is made and dated as of April 10, 2003, by and between Quintiles Transnational Corp., a North Carolina corporation (the “Company”), and Wachovia Bank, N.A., a national banking association (successor by merger to First Union National Bank), as Rights Agent (the “Rights Agent”).

RECITALS

     A.     The Company and the Rights Agent are parties to an Amended and Restated Rights Agreement dated as of November 5, 1999 and amended and restated as of May 4, 2000 (the “Rights Agreement”);

     B.     The Company, Pharma Services Holding, Inc., and Pharma Services Acquisition Corp. are entering into an Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”) which provides for the consummation of the “Merger” as defined in the Merger Agreement; and

     C.     The Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is desirable, and the Company and the Rights Agent desire to evidence such amendment in writing; and such amendment is in accordance with Section 27 of the Rights Agreement.

     Accordingly, the parties hereto agree that:

     1.     Amendment. Section 1(a) of the Rights Agreement is hereby amended by adding the following new paragraph at the end of Section 1(a):

     “Notwithstanding anything to the contrary in this Agreement, including without limitation Sections 1(a), 1(l), 1(ee), 1(jj), 3, 7, 11(a)(ii) and 13(a), (i) neither Pharma Services Holding, Inc., Pharma Services Acquisition Corp., nor any of their Affiliates, shall be deemed to be an Acquiring Person, (ii) no Stock Acquisition Date, no Distribution Date and no Triggering Event shall be deemed to occur, (iii) the Rights will not separate from the Common Stock, and (iv) the Rights shall not become exercisable, in each case as a result of the execution, delivery or performance of the Merger Agreement (as defined below), the public announcement thereof, or the consummation of the Merger (as defined in such Merger Agreement). For purposes of this Section 1(a), “Merger Agreement” shall mean the Agreement and Plan of Merger dated as of April 10, 2003 between the Company, Pharma Services Holding, Inc., and Pharma Services Acquisition Corp.

     2.     Certification. This Section 2 shall constitute an officer’s certificate for purposes of Section 27 of the Rights Agreement, and the Company and the officer of the Company signing this Amendment below, on behalf of the Company, (i) hereby certify that to the best of their knowledge this Amendment is in compliance with the terms of Section 27 of the Rights Agreement and (ii) request and direct that the Rights Agent execute and deliver this Amendment, in accordance with Section 27.

     3.     Miscellaneous. Except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected by this Amendment. This Amendment shall be deemed to be a contract made under the laws of the State of North Carolina and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State and without regard to conflicts of laws principles. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

[Signature appears on next page.]

[Signature page to Amendment to Rights Agreement.]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

QUINTILES TRANSNATIONAL CORP
By:	/s/ Pamela J. Kirby
	Name: Pamela J. Kirby
	Title: Chief Executive Officer
WACHOVIA BANK, N.A.
By:	/s/ Joan K. Kaprinski
	Name: Joan K. Kaprinski
	Title: Assistant Vice President

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EX-4.01

EX-4.01 AMENDMENT TO RIGHTS AGREEMENT