-----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, UXkspanfvfvQ3APkihGgqHkf1kbUsN2ZsSUQiR9PDywCqfE/YBdeO51eaKZ+RXTd pqnY/SXefU7QTnADYPkLQQ== 0000950144-03-010922.txt : 20030918 0000950144-03-010922.hdr.sgml : 20030918 20030918152121 ACCESSION NUMBER: 0000950144-03-010922 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030918 EFFECTIVENESS DATE: 20030918 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23520 FILM NUMBER: 03901203 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 DEFA14A 1 g82743hdefa14a.htm QUINTILES TRANSNATIONAL CORP. Quintiles Transnational Corp.
 

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

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  x
Filed by a Party other than the Registrant  o

Check the appropriate box:

     
o   Preliminary Proxy Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o   Definitive Proxy Statement
x   Definitive Additional Materials
o   Soliciting Material Pursuant to §240.14a-12

Quintiles Transnational Corp.
(Name of Registrant as Specified In Its Charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

     
x   No fee required.
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

  (1)   Title of each class of securities to which transaction applies:
 
  (2)   Aggregate number of securities to which transaction applies:
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
  (4)   Proposed maximum aggregate value of transaction:
 
  (5)   Total fee paid:

     
o   Fee paid previously with preliminary materials.
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  (1)   Amount Previously Paid:
 
  (2)   Form, Schedule or Registration Statement No.:
 
  (3)   Filing Party:
 
  (4)   Date Filed:

 


 

Proxy Materials and Litigation Notice Follow-up

Quintiles recently distributed various materials relating to the upcoming Special Meeting of Shareholders to be held on September 25, 2003 and pending litigation relating to the proposed merger.

Given the volume of material, and in response to several questions received from employees, we wanted to provide you with the following summary, which applies to employees outside of the United States other than employees who participate in the Quintiles Employee Stock Ownership and 401(k) Plan.

Why did Quintiles provide this information?
Quintiles is required to provide this information to Quintiles shareholders and Quintiles option holders under a variety of Securities and Exchange Commission regulations and pursuant to a court order relating to the proposed settlement of the lawsuit identified below. Delivery of these materials is a normal part of the process that companies undergo during a proposed merger. These documents contain information that shareholders and option holders have an interest in. You are encouraged to read them and follow the instructions contained in the materials provided to you.

PROXY MATERIALS

If you have stock options ...
Employees who are option holders as of August 19, 2003 (the “record date”) should have received a proxy statement, but not a proxy card, since you are only permitted to vote actual shares held as of the record date, not unexercised options or shares obtained through exercise of options after the record date.

If you own Quintiles common stock other than through the Global ESOP...
If you owned Quintiles common stock as of the record date other than as a participant in the Quintiles Global Employee Stock Ownership Plan (“Global ESOP”), you should have received a separate proxy statement and proxy card, either directly or through your broker.

Further information to be mailed...
Within the next few days, employees who owned Quintiles common stock other than through the Global ESOP as of the record date may also receive duplicate proxy card(s) with a letter from Pam Kirby encouraging Quintiles shareholders to send in their proxy cards to cast their vote. If you receive such a mailing, you may use either the original or duplicate proxy card(s) to vote your shares. It is not necessary to send in the duplicate proxy card if you have already returned one. (Since option holders are only permitted to vote actual shares held as of the record date, option holders will not receive a duplicate proxy card or a copy of the letter.)

Any questions regarding these proxy materials may be directed to the email address: stocklink@quintiles.com.

LITIGATION MATERIALS

If you have options, participate in the Global ESOP or hold shares of Quintiles common stock other than through the Global ESOP...
If you hold options, participated in the Global ESOP or held shares of Quintiles common stock other than through the Global ESOP as of the record date, you should also have received a “Notice Of Pendency Of Class Action, Preliminary And Proposed Class Action Certification, Proposed Settlement Of Class Action, Settlement Hearing And Right To Appear” (the “Settlement Notice”). If you participate in the Global ESOP, hold options and/or hold shares of Quintiles common stock other than through the Global ESOP, you may have received multiple copies of the Settlement Notice. The Settlement Notice is related to a proposed settlement of the lawsuit entitled In Re: Quintiles Transnational Corp. Shareholder Litigation.

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Any questions regarding the Settlement Notice or the settlement should be directed to Lead Counsel for the plaintiffs, Dan Osborn, Beatie and Osborn, LLP, 212-888-9000.

As filed with the SEC on September 18, 2003.

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