Registration Statement — Form 10 — § 12(b) – SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 10-12B Registration Statement HTML 51K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 528K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 20K
4: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 12K
5: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 92K
6: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 45K
7: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 206K
8: EX-10.1 Material Contract HTML 277K
9: EX-10.2 Material Contract HTML 282K
10: EX-10.3 Material Contract HTML 259K
11: EX-10.4 Material Contract HTML 299K
12: EX-10.5 Material Contract HTML 107K
13: EX-10.6 Material Contract HTML 170K
14: EX-10.7 Material Contract HTML 333K
15: EX-10.8 Material Contract HTML 163K
17: EX-21.1 Subsidiaries List HTML 32K
18: EX-99.1 Miscellaneous Exhibit HTML 3.07M
16: EX-16.1 Letter re: a Change in Accountant HTML 9K
(Registrant’s
telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered
Name of each exchange on which each class is to be registered
Common Stock, $0.001 par value per share
The NASDAQ Stock Market LLC
Securities to be registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated
filer
☒
Smaller reporting company
☐
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. ☐
The information required by this item is contained
under the sections of the information statement entitled “Summary,”“Business,”“Certain Relationships and Related Transactions,”“Relationship With Labcorp After the Spinoff” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
Item
2.Financial Information.
The information required by this item is contained under the sections of the information statement entitled “Capitalization,”“Unaudited Pro Forma Combined Financial Statements,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk.” Those sections are incorporated herein by reference.
Item 3.Properties.
The information required by this item is contained under the section of the information statement entitled “Business—Properties.” That section is incorporated
herein by reference.
Item 4.Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
Item 5.Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled
“Management.” That section is incorporated herein by reference.
Item 6.Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled “Management—Compensation Committee Interlocks and Insider Participation,”“Management—Director Compensation” and “Executive Compensation.” Those sections are incorporated herein by reference.
Item 7.Certain Relationships and Related
Transactions, and Director Independence.
The information required by this item is contained under the sections of the information statement entitled “Certain Relationships and Related Transactions,”“Relationship With Labcorp After the Spinoff” and “Management.” Those sections are incorporated herein by reference.
Item 8.Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
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Item
9.Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors,”“The Spinoff,”“Dividend Policy,”“Security Ownership of Certain Beneficial Owners and Management” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 10.Recent Sales of Unregistered Securities.
The information required by this item is contained
under the section of the information statement entitled “Description of Certain Indebtedness.” That section is incorporated herein by reference.
Item 11.Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 12.Indemnification
of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled “Indemnification of Directors and Officers.” That section is incorporated herein by reference.
Item 13.Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the information statement entitled “Index to Combined Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
Item
14.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
The information required by this item is contained under the section of the Information Statement entitled “Change in Labcorp’s Independent Registered Public Accounting Firm.” That section is incorporated herein by reference.
Item 15.Financial Statements and Exhibits.
(a)Financial Statements
The information required by this item is contained under the section of the information statement entitled “Index to Combined Financial
Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
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(b)Exhibits
The following documents are filed as exhibits hereto:
Form of Notice of Internet Availability of Information Statement Materials.
__________________
†Certain schedules have
been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally copies of any of the omitted schedules to the Securities and Exchange Commission upon its request.
* To be filed by amendment
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
