Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - IQVIA HOLDINGS INC. | d534379dex51.htm |
EX-23.1 - EX-23.1 - IQVIA HOLDINGS INC. | d534379dex231.htm |
As filed with the Securities and Exchange Commission on May 8, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUINTILES TRANSNATIONAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
North Carolina | 8731 | 27-1341991 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
4820 Emperor Blvd.
Durham, North Carolina 27703
(919) 998-2000
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Thomas H. Pike, Chief Executive Officer
James H. Erlinger III, Executive Vice President, General Counsel and Secretary
Quintiles Transnational Holdings Inc.
4820 Emperor Blvd.
Durham, North Carolina 27703
(919) 998-2000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to: | ||||
Gerald Roach, Esq. Amy M. Batten, Esq. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 150 Fayetteville Street, Suite 2300 Raleigh, NC 27601 Telephone: (919) 821-1220 Facsimile: (919) 821-6800 |
Joshua Ford Bonnie, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 |
Colin Diamond, Esq. White & Case LLP 1155 Avenue of the Americas New York, NY 10036 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 |
As soon as practicable after the effective date of this Registration Statement.
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-186708
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |||||
Non-accelerated filer x | Smaller reporting company ¨ | |||||
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of each class of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
Common Stock, $0.01 par value per share |
4,539,473 common shares (1) | $40.00 (2) | $181,578,920 (2) | $24,767.36 | ||||
|
(1) | Represents only the additional number of shares being registered and includes 592,105 additional shares of common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-186708). |
(2) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Quintiles Transnational Holdings Inc. (the Company), a North Carolina corporation, is filing this Registration Statement on Form S-1 with respect to the registration of an additional 4,539,473 shares, 592,105 of which may be sold in the event the underwriters exercise their option to purchase additional shares from our selling shareholders, of its common stock, par value $0.01 per share, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the Securities Act). This Registration Statement relates to the initial public offering of the Companys common stock contemplated by the Registration Statement on Form S-1 (File No. 333-186708), as amended (the Prior Registration Statement), which was originally filed by the Company with the Securities and Exchange Commission (the Commission) on February 15, 2013 and declared effective by the Commission on May 8, 2013. The contents of the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement and shall be deemed part of this Registration Statement. This Registration Statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent, and the consent of the Companys independent registered public accounting firm.
The Company hereby (i) undertakes to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on May 9, 2013) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Durham, State of North Carolina, on May 8, 2013.
QUINTILES TRANSNATIONAL HOLDINGS INC.
By: | /s/ Thomas H. Pike | |
Thomas H. Pike | ||
Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Thomas H. Pike Thomas H. Pike |
Chief Executive Officer and Director (Principal Executive Officer) |
May 8, 2013 | ||
/s/ Kevin K. Gordon Kevin K. Gordon |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | May 8, 2013 | ||
/s/ Charles E. Williams Charles E. Williams |
Senior Vice President, Corporate Controller (Principal Accounting Officer) | May 8, 2013 | ||
* Dennis B. Gillings, CBE |
Director | May 8, 2013 | ||
* Fred E. Cohen |
Director | May 8, 2013 | ||
* John P. Connaughton |
Director | May 8, 2013 | ||
* Jonathan J. Coslet |
Director | May 8, 2013 | ||
* Michael J. Evanisko |
Director | May 8, 2013 | ||
* Mireille Gillings |
Director | May 8, 2013 | ||
* Christopher R. Gordon |
Director | May 8, 2013 | ||
* Jack M. Greenberg |
Director | May 8, 2013 |
* John D. Ratliff |
Director | May 8, 2013 | ||
* Denis Ribon |
Director | May 8, 2013 | ||
* Leonard D. Schaeffer |
Director | May 8, 2013 |
* | /s/ Thomas H. Pike | |
Name: Thomas H. Pike | ||
Title: Attorney-in-fact |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. | |
23.1 | Consent of PricewaterhouseCoopers LLP. | |
23.2 | Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (included as part of Exhibit 5.1). | |
24.1* | Power of Attorney. |
* | Included on the signature page to the Companys Registration Statement on Form S-1 (File No. 333-186708) filed with the Commission on February 15, 2013. |