COVANCE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-02-19: Form 8-K; Period of report 2015-02-19; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2015-02-18: Form 8-K; Period of report 2015-02-18; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2015-02-09: Form 8-K; Period of report 2015-02-09; Description 8.01 Other Events; Details 8.01.
- 2015-02-04: Form 8-K; Period of report 2015-02-04; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-02-19 | 8-K | 2015-02-19 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the consummation of the Merger, on February 19, 2015, the Company repaid all outstanding obligations in respect of principal, interest and fees and terminated all applicable commitments under the Third Amended and Restated Credit Agreement dated as of June 2, 2014 (the “Credit Agreement”) by and among the Company and the guarantors party thereto, PNC Bank, National Association, as agent and the lenders party thereto. 2.01 The disclosure set forth in the section above titled “Introduction” is incorporated herein by reference. 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 3.01 The disclosure set forth in the section above titled “Introduction” is incorporated herein by reference. 3.03 The disclosure set forth in the section above titled “Introduction” is incorporated herein by reference. 5.01 Pursuant to the Merger Agreement, at the Effective Time, the Company became a direct and indirect wholly owned subsidiary of Parent. 5.02 In connection with the Merger, and at the Effective Time, each of the seven directors of the Company (Robert Barchi, Gary E. Costley, Sandra L. Helton, Joe Herring, John McCartney, Joseph Scodari and Bradley T. Sheares) voluntarily resigned from the Board of Directors of the Company, and F. Samuel Eberts III and Glenn A. Eisenberg became the directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, and at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety, and the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Company (other than as to the name of the Company, which remains “Covance Inc.”). | form8k.htm |
| 2015-02-18 | 8-K | 2015-02-18 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On February 18, 2015, Covance Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). 8.01 On February 18, 2015, Covance and LabCorp issued a joint press release announcing the results of the stockholder vote at the Special Meeting. | form8k.htm |
| 2015-02-09 | 8-K | 2015-02-09 | 8.01 Other Events | 8.01 The supplemental disclosures set forth below are being filed with the Securities and Exchange Commission (“SEC”) pursuant to a memorandum of understanding regarding the settlement of certain litigation relating to the Agreement and Plan of Merger, dated as of November 2, 2014 (the “Merger Agreement”), by and among Covance Inc., a Delaware corporation (the “Company” or “Covance”), Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”), and Neon Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of LabCorp (“Merger Sub”). | form8k.htm |
| 2015-02-04 | 8-K | 2015-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | a15-3660_18k.htm |
| 2015-01-12 | 8-K | 2015-01-12 | 8.01 Other Events | 8.01 On January 12, 2015, Covance Inc. (“Covance”) issued a press release announcing that it has established a record date of January 15, 2015 for a special meeting of stockholders of the Company to be held on February 18, 2015. | form8k.htm |