June 9, 20230000920148false00009201482023-06-092023-06-09
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
June 9, 2023
(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 1-11353 | | 13-3757370 |
(State or other jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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358 South Main Street | | |
Burlington, | North Carolina | | 27215 |
(Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number including area code) 336-229-1127
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:
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☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act.
Title of Each Class Trading Symbol Name of exchange on which registered
Common Stock , $0.10 par value LH New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 7.01 | Regulation FD Disclosure
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On June 9, 2023, Laboratory Corporation of America Holdings announced announced the following record and distribution dates for the spin-off of Fortrea Holdings Inc., a wholly owned subsidiary of Labcorp (“Fortrea”):
•The record date will be 5 p.m. Burlington, North Carolina time on Tuesday, June 20, 2023, and
•The distribution date will be 11:59 p.m. Burlington, North Carolina time on Friday, June 30, 2023.
Fortrea will hold Labcorp’s Clinical Development and Commercialization Services business. The spin-off is expected to be effected through the distribution of 100 percent of the common stock of Fortrea to holders of Labcorp’s common stock whereby Labcorp’s stockholders will receive one share of Fortrea common stock for every share of Labcorp common stock they hold as of the record date.
Furthermore, the U.S. Securities and Exchange Commission (“SEC”) declared Fortrea’s Registration Statement on Form 10 effective today and NASDAQ approved the listing of Fortrea’s common stock on the NASDAQ Stock Market under the symbol “FTRE.”
The Registration Statement on Form 10 includes information regarding Fortrea’s business and the spin-off of Fortrea from Labcorp.
The completion of the spin-off remains subject to customary closing conditions.
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Item 9.01 | Financial Statements and Exhibits.
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Exhibit | Exhibit Name |
Exhibit 99.1 | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
LABORATORY CORPORATION OF AMERICA HOLDINGS
Registrant
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| By: | /s/ SANDRA VAN DER VAART |
| | Sandra van der Vaart |
| | Executive Vice President, Chief Legal Officer and Corporate Secretary
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June 9, 2023