-----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, EwZUUg4dWh1Dqbbq8K+MwkCJDMr4A2L48b07G/IwZN3yYi+Iqc5sxTMTID1MHsNX s0CBsqj+udDfLoTULZHXwg== 0000950144-05-008943.txt : 20050819 0000950144-05-008943.hdr.sgml : 20050819 20050819111743 ACCESSION NUMBER: 0000950144-05-008943 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050819 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 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: 333-113805 FILM NUMBER: 051037537 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 g97038e8vk.htm QUINTILES TRANSNATIONAL CORP. Quintiles Transnational Corp.
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 19, 2005
QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)
         
North Carolina   333-113805   56-1714315
(State or other jurisdiction of   (Commission File   (I.R.S. Employer
incorporation)   Number)   Identification Number)
4709 Creekstone Drive, 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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 8.01 Other Events
On August 19, 2005, Quintiles Transnational Corp. issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.01 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c)     Exhibits
     
Exhibit No.   Description of Exhibit
 
   
99.01
  Press release, dated August 19, 2005, of Quintiles Transnational Corp.

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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/ Dennis B. Gillings
Dennis B. Gillings
Executive Chairman and
Chief Executive Officer
 
       
Dated: August 19, 2005
       

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EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
 
   
99.01
  Press release, dated August 19, 2005, of Quintiles Transnational Corp.

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EX-99.01 2 g97038exv99w01.htm EX-99.01 EX-99.01
 

Exhibit 99.01
         
FOR IMMEDIATE RELEASE   www.quintiles.com
 
       
CONTACT:
  Jay Johnson, Media Relations (media.info@quintiles.com)
Greg Connors, Investor Relations (invest@quintiles.com)
919 998 2000
   
QUINTILES SUBSIDIARY TO PRIVATELY OFFER DULOXETINE SECURED NOTES
RESEARCH TRIANGLE PARK, N.C. – August 19, 2005 – Quintiles Transnational Corp. today announced that its newly formed subsidiary, Duloxetine Royalty Sub (“Royalty Sub”), intends to issue $150 million of Duloxetine Secured Notes, plus as much as $50 million to $150 million of additional notes, depending on market and other conditions. Quintiles expects to use the net proceeds it will receive from Royalty Sub to repay in full all outstanding term loans, if any, under Quintiles’ existing senior secured credit facility, for any other purposes permitted under Quintiles’ other debt arrangements and for general corporate purposes.
Payments of principal and interest on the notes will be made solely out of royalty and other payments to be made under an existing agreement between Quintiles and Eli Lilly and Company (NYSE: LLY) (“Lilly”). The royalty payments are based on Lilly’s United States sales of Cymbalta® (duloxetine hydrochloride), a selective serotonin and norepinephrine reuptake inhibitor approved by the U.S. Food and Drug Administration for the treatment of major depressive disorder and the management of diabetic peripheral neuropathic pain in adults. Quintiles will sell its rights to the royalty and certain other payments under the agreement to Royalty Sub, which will purchase the rights using the net proceeds from the sale of the notes. Royalty Sub will be responsible for repayment of the notes, and the notes will be non-recourse to Quintiles. If Quintiles breaches its covenants under the agreement transferring the royalty and other payment rights to Royalty Sub or in limited circumstances involving a change of control of Quintiles, Quintiles may be required to make payments equal to the outstanding principal and interest on the notes. The notes will not be convertible into Quintiles equity and the notes will have no warrants.
The notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an applicable exemption from the registration requirements of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the notes and is issued pursuant to Rule 135c under the Securities Act of 1933, as amended.
Quintiles 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 has offices in 50 countries and is the world’s leading pharmaceutical services organization. For more information visit the company’s Web site at www.quintiles.com.
Information in this press release contains “forward looking statements.” These statements involve risks and uncertainties that could cause actual results to differ materially, including but not limited to the possibility that the notes may not be issued in the full principal amount or at all. 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.
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