Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-105405
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PROSPECTUS
LabOne, Inc.
283,998 Shares
Common Stock
This prospectus relates to the offer and sale of up to 283,998 shares of
common stock of LabOne, Inc. by selling stockholders. We will not receive any of
the proceeds from the shares of our common stock sold by the selling
stockholders. The shares to be sold by the selling stockholders were obtained
upon exercise of warrants originally issued to the selling stockholders in
connection with an acquisition by us for which the selling stockholders provided
financing.
Our common stock is traded on the Nasdaq National Market under the symbol
"LABS". The last reported sale price of the common stock on the Nasdaq National
Market on May 28, 2003 was $20.59 per share.
The selling stockholders may sell shares pursuant to this prospectus in
the over-the-counter market, on the Nasdaq National Market or otherwise at
prices and on terms then prevailing or at prices related to the then current
market price (in each case as determined by the selling stockholders). Sales may
be made directly or through agents designated from time to time, or through
dealers or underwriters to be designated or in negotiated transactions.
Investing in our common stock involves risks. See "Risk Factors"
beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is May 29, 2003
TABLE OF CONTENTS
Page
Where You Can Find Additional Information...................................1
Special Note Regarding Forward-Looking Statements...........................2
Summary.....................................................................2
Risk Factors................................................................3
Selling Stockholders........................................................7
Plan of Distribution........................................................9
Use of Proceeds............................................................10
Legal Matters..............................................................10
Experts....................................................................10
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. We are offering to
sell, and seeking offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of the common stock. In this
prospectus, references to "LabOne", "we", "our" and "us" refer to LabOne, Inc.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act with respect to the common stock
offered by this prospectus. We refer you to this registration statement for
further information about us and the shares of common stock offered hereby.
We file annual, quarterly and special reports, proxy and information
statements and other information with the Securities and Exchange Commission
("SEC") (Commission File Number 0-16946). These filings contain important
information which does not appear in this prospectus. Our SEC filings are
available over the Internet at the SEC's website at http://www.sec.gov. You may
also read and copy these filings at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330, and
may obtain copies of our filings from the public reference room by calling (202)
942-8090.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to other documents which we have filed or will file with the SEC.
We are incorporating by reference into this prospectus the following documents
filed with the SEC:
o our Annual Report on Form 10-K for the fiscal year ended December 31,
2002;
o our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003;
o the description of our Common Stock contained in the Form 8-A/A filed
September 7, 1999 to our registration statement on Form 8-A under the
Securities Exchange Act, including any amendment or report updating
this description; and
o the description of preferred stock purchase rights set forth in the
registration statement on Form 8-A dated February 11, 2000, filed by
us with the SEC on February 14, 2000, including any amendment or
report filed for the purpose of updating such description.
All documents which we file with the SEC pursuant to Section 13(a), 13(c)
or 15(d) of the Securities Exchange Act after the date of this prospectus and
before the termination of this offering of common stock shall be deemed to be
incorporated by reference in this prospectus and to be a part of it from the
filing dates of such documents. Also, all such documents filed by us after the
date of the registration statement of which this prospectus forms a part and
prior to effectiveness of the registration statement shall be deemed to be
incorporated by reference in this prospectus and to be a part of it from the
filing dates of such documents. Certain statements in and portions of this
prospectus update and replace information in the above listed documents
incorporated by reference. Likewise, statements in or portions of a future
document incorporated by reference in this prospectus may update and replace
statements in and portions of this prospectus or the above listed documents.
The following information contained in such documents is not incorporated
herein by reference: (a) information furnished under Items 9 and 12 of our
Current Reports on Form 8-K, (b) certifications accompanying or furnished in any
such documents pursuant to Title 18, Section 1350 of the United States Code and
(c) any other information in such documents which is not deemed to be filed with
the SEC under Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section. We furnished information
under Item 9 of the Current Reports on Form 8-K filed by us with the SEC on
January 3, 2003, February 20, 2003, March 28, 2003 and May 13, 2003.
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We shall provide you without charge, upon your written or oral request, a
copy of any of the documents incorporated by reference in this prospectus, other
than exhibits to such documents which are not specifically incorporated by
reference into such documents or this prospectus. Please direct your written or
telephone requests to Joseph C. Benage, Executive Vice President, General
Counsel and Secretary, LabOne, Inc., 10101 Renner Blvd., Lenexa, Kansas 66219
(telephone number (913) 888-1770)).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus may contain "forward-looking statements," including, but
not limited to: projections of revenues, income or loss, margins, capital
expenditures, cost savings and synergies, the payment or non-payment of
dividends and other financial items, statements of plans and objectives,
statements of future economic performance and statements of assumptions
underlying such statements, and statements of our intentions, hopes, beliefs,
expectations or predictions of the future. Forward-looking statements can often
be identified by the use of forward-looking terminology, such as "could,"
"should," "will," "will be," "intended," "continue," "believe," "may," "expect,"
"hope," "anticipate," "goal," "forecast," "plan," or "estimate" or variations
thereof or similar expressions. Forward-looking statements are not guarantees of
future performance or results. Forward-looking statements involve known and
unknown risks and uncertainties. Many factors could cause actual results to
differ materially from those that may be expressed or implied in such
forward-looking statements, including, but not limited to, the volume, pricing
and mix of services provided by us, intense competition, the loss of one or more
significant customers, general economic conditions and other factors detailed
from time to time in our reports and registration statements filed with the SEC.
The cautionary statements made in this prospectus apply to all forward-looking
statements wherever they appear in this prospectus.
SUMMARY
LabOne provides risk assessment services for the insurance industry,
laboratory testing services for the healthcare industry and substance abuse
testing services for employers and third party administrators. We and our
wholly-owned subsidiaries Osborn Group, Inc., Intellisys, Inc., Lab One
Canada Inc., Systematic Business Services, Inc., ExamOne World Wide, Inc.,
and Central Plains Laboratories, L.L.C., are hereinafter collectively
referred to as LabOne.
Our risk assessment services comprise underwriting and claims support
services including teleunderwriting, specimen collection and paramedical
examinations, laboratory testing, telephone inspections, motor vehicle reports,
claims investigation services and medical information retrieval to the insurance
industry. The laboratory tests that we perform and data we gather are
specifically designed to assist an insurance company in objectively evaluating
the mortality and morbidity risks posed by policy applicants. The majority of
the testing is performed on specimens of individual life insurance policy
applicants, but also includes specimens of individuals applying for individual
and group medical and disability policies.
Our clinical services include laboratory testing services for the
healthcare industry as an aid in the diagnosis and treatment of patients. We
operate a highly automated and centralized laboratory, which we believe has
significant economic advantages over other laboratory competitors. We market our
clinical testing services to managed care companies, insurance companies,
self-insured groups and physicians.
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Our clinical services also include substance abuse testing services
provided to employers who adhere to drug screening guidelines. We are certified
by the Substance Abuse and Mental Health Services Administration to perform
substance abuse testing services for federally regulated employers and we
currently market these services throughout the country to both regulated and
nonregulated employers. Our rapid turnaround times and multiple testing options
help clients reduce downtime for affected employees and meet mandated drug
screening guidelines.
On August 31, 2001, we purchased all of the outstanding capital stock of
Osborn Group, Inc., ("Osborn") a leading provider of laboratory testing and
other risk assessment services to the life insurance industry. Intellisys, Inc.,
Applied BioConcepts Inc. and Osborn Laboratories (Canada) Inc., wholly-owned
subsidiaries of Osborn, were included in the purchase. As a result of the
transaction, we were able to consolidate Osborn's testing and other operations
to our Lenexa, Kansas facility. To fund the acquisition and related expenses of
the transaction, Welsh, Carson, Anderson & Stowe, IX, L.P. and related
purchasers invested a total of $50 million, consisting of $35 million in
convertible preferred stock and $15 million in subordinated debt, in LabOne
pursuant to a Securities Purchase Agreement dated August 31, 2001. The
subordinated debt was prepaid on December 31, 2002. Funding for the prepayment
was obtained from our existing line of credit.
Our principal executive offices are located at 10101 Renner Blvd., Lenexa,
Kansas 66219 and our telephone number is (913) 888-1770. Our corporate website
is www.labone.com. The information on our website does not constitute part of
this prospectus.
RISK FACTORS
Investing in shares of our common stock involves a risk of loss. You
should carefully consider the risk factors described below together with all of
the other information included in this prospectus and any prospectus supplement
and the other information that we have incorporated by reference before
investing in our common stock. If any of the matters included in the following
risk factors were to occur, our business, financial condition, results of
operations, cash flows or prospects could be materially adversely affected. In
such case, you could lose all or part of your investment.
If we cannot effectively implement our growth strategy, it would materially
affect our business and results of operations.
Our growth strategy assumes we will acquire additional risk assessment,
laboratory testing or other related businesses and enter into new strategic
alliances. We cannot assure you that we will be able to continue to identify
risk assessment, laboratory testing or other related service companies to
acquire or enter into alliances with or otherwise negotiate acceptable terms
with respect to any transaction. Furthermore, we may have difficulty integrating
an acquired business with our existing operations, retaining key customers or
vendors, or retaining key personnel of the acquired business to work for us.
Engaging in acquisitions to implement our growth strategy may require a
significant amount of management time.
The acquisition and integration of additional risk assessment, laboratory
testing and other related businesses requires the dedication of significant
management resources. It is possible that the dedication of significant
management resources to acquisitions could adversely affect our business
activities or customer service. In addition, in implementing our growth
strategy, we may issue equity securities in payment of the purchase price for
businesses that we may acquire or in connection with strategic
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alliances entered into by us. The issuance of equity securities pursuant to
these acquisitions or alliances could be dilutive to our existing shareholders.
We derive a significant portion of our revenue from risk assessment and
laboratory testing services contracts, many of which are terminable at will
or on short notice by our customers.
Our services are provided under arrangements that, in many instances, are
terminable at will or on short notice by our customers. Others are terminable or
subject to significant penalties if performance standards are not met.
Competition, any interruption of, or deterioration in, our services, or a change
in management or ownership of a customer could result in a customer's decision
to stop using our services in whole or in part.
Lower prices offered by our competitors in the risk assessment business may
undercut our competitive advantage and reduce our profits.
We have competed in the risk assessment business by offering a more
complete suite of higher quality services than our competitors. Some of our
competitors are offering our clients lower prices than we charge, for reduced
levels of services. Increased cost containment pressures in the insurance
industry may cause existing and potential customers to become more price
conscious in purchasing risk assessment services, which may reduce our profits.
We face competition in our clinical laboratory testing business from
competitors with substantially greater resources, which may reduce our
ability to implement our growth strategy.
We have numerous competitors in our clinical laboratory testing business,
including two larger national laboratory companies that have significantly
greater geographical coverage and financial resources than those available to
us. We may have difficulty matching the strategies and other efforts of these
larger competitors, which may erode our customer base, reduce our sources of
revenue and cause us to reduce prices or increase our marketing and other costs
of doing business, each of which could have a material adverse affect on our
results.
Any adverse change in the number and types of tests ordered by life insurance
companies could reduce our profits.
Currently our largest and most profitable business segment is providing
risk assessment services to the life insurance industry. The level of demand for
such services is influenced by a number of factors, including:
o the number of life insurance applications written,
o the policy amount thresholds at which insurance companies order
testing and other services that we provide,
o the type and costs of tests and other services requested, testing
and specimen collection innovations approved by the Food and Drug
Administration, and
o the extent to which insurance companies may create in-house testing
facilities.
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Many of these factors are beyond our control. Any adverse changes in life
insurance industry demand for testing and other services we provide could
significantly reduce our profits.
Cost-cutting in the healthcare industry could harm our business.
Efforts by managed-care organizations, Medicare, Medicaid, insurance
companies and other payors to reduce the cost and utilization of healthcare
services, including laboratory testing services, could reduce the prices we may
be able to charge for our laboratory testing services and harm our business and
the results of our clinical laboratory operations.
The low trading volume of our stock could limit your ability to sell shares
of our stock.
The average daily trading volume of our common stock was approximately
35,500 shares during the first quarter of 2003, which is relatively low when
compared to other companies whose securities are listed for trading on a
national securities exchange or NASDAQ. This relatively low volume may make it
difficult for you to buy or sell shares of our common stock at desired prices
and may cause the price of our common stock to fluctuate significantly.
The large amount of goodwill on our books could depress our stock price.
As of December 31, 2002, we have $81.8 million of goodwill recorded on our
balance sheet, constituting 38% of our total assets. Currently, there are no
write-downs of goodwill contemplated; however, if this goodwill is impaired in
the future, we will be required to take a non-cash charge to earnings. This
could depress the market price of our stock if the stock price is influenced by
investors that focus primarily on net earnings rather than on earnings before
interest, taxes, depreciation and amortization.
The failure by us to provide accurate laboratory test results or follow
accepted procedures may result in claims that may not be covered by our
insurance.
Our clients rely on the accuracy of our testing and other services to make
significant insurance, treatment and employment decisions. In addition, federal
and state laws regulate the disclosure of specimen testing results and other
nonpublic personal information. If we do not provide accurate test results using
accepted scientific methods or if we do not adequately protect the
confidentiality and security of this information, we could incur significant
liability. We have insurance to cover these types of claims, but we cannot
assure you either that this coverage is adequate or will continue to be
available at reasonable prices.
Our business could be harmed by disruption in express delivery service.
We generally rely on express couriers to transport specimens to our
laboratory quickly and safely. A disruption in these couriers' businesses
resulting from a labor dispute, natural disaster, malicious human acts or other
event could harm our business.
The development of more attractive on-site rapid assay tests may reduce
demand for our laboratory testing services.
We serve customers through laboratory-based testing facilities. Although
there are some on-site rapid assay testing products available in the
marketplace, rapid assays have not achieved broad market acceptance due to the
high cost of such assays, difficulties in maintaining the confidentiality of
tests,
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liability concerns, regulatory limitations, less accurate testing results
and the absence of a broad testing menu. If more competitive assays become
available, such products could be substituted for laboratory based testing and
have an adverse impact on our business.
A natural disaster, telecommunications failure or similar event affecting our
only significant laboratory testing facility could adversely affect our
business.
Our business could be adversely affected if our only significant testing
facility is temporarily shut down or severely damaged because of a natural
disaster, telecommunications failure or other serious event. Although we carry
business interruption insurance to compensate for losses which might occur, we
may incur damage from an interruption in our business that is not covered by
insurance, including a loss of visibility in the industry segments in which we
provide services and damage to ongoing relationships with customers.
The interests of our principal stockholder may not be aligned with your
interests.
Welsh, Carson, Anderson & Stowe IX, L.P. ("WCAS") and its related
investors beneficially own approximately 30% of our voting stock. WCAS also is
entitled to directly nominate or elect up to three members and jointly nominate
another member of our eight-member Board of Directors. In addition, WCAS and
certain members of the family of W. Thomas Grant, II, including certain related
trusts (the "Grant Family") have entered into a voting agreement pursuant to
which the Grant Family members have agreed to vote their shares of common stock
in the company in favor of director nominees of WCAS. As a result, WCAS will be
able to significantly influence matters affecting the company, including matters
submitted to a vote of our stockholders. Circumstances may occur in which the
interests of WCAS could be in conflict with your interests. Furthermore, it will
be difficult to successfully conduct a proxy contest, or consummate a merger, a
tender offer, or similar transaction, without the support of WCAS. In addition,
WCAS is a party to a standstill agreement with LabOne that prohibits WCAS from
taking certain actions that may result in a change of control of LabOne.
Our organizational documents and other agreements contain restrictions which
might prevent the takeover of our company or change in our management.
Provisions of our articles of incorporation and by-laws might have the
effect of discouraging a potential acquirer from attempting a takeover of us on
terms that some shareholders might favor, reducing the opportunity for our
shareholders to sell shares at a premium over then-prevailing market prices and
preventing or frustrating attempts to replace or remove current management.
These provisions include:
o a fair price provision,
o a requirement that our board of directors be classified,
o the authorization of a "blank check" preferred stock to be issued at
the discretion of our board of directors, and
o a requirement that we receive advance notice of shareholder nominees
for director and shareholder proposals.
6
In addition, we have a shareholder rights plan, which grants shareholders
other than the acquiring person the right to purchase our common stock at
one-half of market price if any person becomes the beneficial owner of 15% or
more of the outstanding shares of common stock, subject to a number of
exceptions set forth in the plan.
SELLING STOCKHOLDERS
On August 31, 2001, we purchased all of the outstanding capital stock of
Osborn. To fund the acquisition and related expenses of the transaction, WCAS
and related investors invested a total of $50 million in convertible preferred
stock and subordinated debt in LabOne pursuant to a Securities Purchase
Agreement dated August 31, 2001. In connection with this acquisition financing,
we issued warrants to WCAS and the related investors exercisable at $.01 per
share for 350,000 shares of our common stock. We are registering some of the
shares of common stock underlying these warrants pursuant to this registration
statement.
We are a party to several agreements with WCAS relating to its investment
in LabOne, including the Securities Purchase Agreement, a warrant agreement and
a registration rights agreement. WCAS and certain other stockholders of LabOne
are parties to a voting agreement relating to the stock of LabOne. The
agreements, and the terms of the Series B-1 Convertible Preferred Stock issued
to WCAS in the investment transaction, include provisions relating to the
composition of the Board of Directors of LabOne, rights of first refusal as to
certain future equity and debt offerings by LabOne and the right of WCAS to veto
certain actions or transactions by LabOne. The Series B-1 Convertible Preferred
Stock issued to WCAS provides for a cumulative dividend payable in kind, a
liquidation preference, conversion rights, anti-dilution provisions, redemption
rights, put/call rights, voting rights, rights in the election of directors and
certain veto rights.
The following table sets forth:
o The names of the selling stockholders;
o The number and percent of our common stock that the selling
stockholders owned prior to this offering (based on holdings that
were convertible into or exercisable for common stock);
o The number of shares of our common stock that may be offered for the
account of the selling stockholders pursuant to this prospectus; and
o The number and percent of our common stock to be held by the selling
stockholders after the offering (based on holdings that were
convertible into or exercisable for common stock and assuming all
shares covered by this registration statement are sold by the
selling stockholders).
This information is based on information provided by the selling
stockholders and assumes the sale of all of the shares offered by the selling
stockholders. We are unable to determine the exact number of shares that will
actually be sold. The applicable percentages of ownership are based on an
aggregate of 11,328,219 shares of common stock issued and outstanding as of
April 30, 2003.
7
Shares Owned Prior To This Shares Being Shares Owned After This
Offering (1)(2) Offered(3) Offering (2)(4)
Selling Stockholder Number Percent Number Percent
Welsh, Carson, Anderson & Stowe IX, L.P. 4,956,564 30.16% 273,799 4,682,765 28.99%
WCAS Management Corporation 2,490 * 147 2,343 *
Patrick J. Welsh (6) 19,079 * 1,302 17,777 *
Russell Carson (6) 19,079 * 1,302 17,777 *
Bruce K. Anderson (6) 18,943 * 1,303 17,640 *
Thomas E. McInerny (6) 19,217 * 1,302 17,915 *
Robert A. Minicucci (6) 19,217 * 1,302 17,915 *
Lawrence B. Sorrel 19,217 * 1,302 17,915 *
Anthony J. De Nicola (7) 13,892 * 938 12,954 *
Paul B. Queally (5)(7) 10,350 * 703 9,647 *
IRA FBO Jonathan M. Rather (7) 3,103 * 209 2,894 *
D. Scott Mackesy (5)(7) 2,656 * 175 2,481 *
Sanjay Swani (7) 290 * 14 276 *
John D. Clark (7) 290 * 14 276 *
IRA FBO James R. Matthews (7) 290 * 14 276 *
Sean Traynor (5) 2,069 * 140 1,929 *
John Almeida 294 * 18 276 *
Eric J. Lee 290 * 14 276 *
* Indicates less than 1%.
(1) Based on holdings that were convertible into or exercisable for common
stock as of May 19, 2003, including shares issuable as a result of the
exercise of warrants and dividend accruals on convertible preferred stock
through May 19, 2003.
(2) Percentage ownership of the class assumes conversion of all convertible
preferred stock and exercise of warrants held by the selling stockholders,
but is otherwise presented on an undiluted basis assuming 11,328,219
shares of common stock issued and outstanding.
(3) Assumes exercise of the warrants by payment of the exercise price in cash.
The number of shares offered would be slightly lower if the selling
stockholders were to utilize the cashless exercise provision of the
warrants.
(4) Based on holdings that were convertible into or exercisable for common
stock as of May 19, 2003, including shares issuable as a result of
dividend accruals on convertible preferred stock through May 19, 2003.
(5) Director of LabOne.
(6) Managing member of the general partner of Welsh, Carson, Anderson & Stowe,
IX, L.P. and stockholder of WCAS Management Corporation. Holder may be
deemed to share power to vote or direct the voting of and to dispose or
direct the disposition of the securities of LabOne owned by Welsh, Carson,
Anderson & Stowe, IX, L.P. and WCAS Management Corporation. Holder
disclaims beneficial ownership of all securities owned by such entities
other than those he owns directly or by virtue of his indirect pro rata
interest as managing member of the general partner of Welsh, Carson,
Anderson & Stowe, IX, L.P. and as a stockholder in WCAS Management
Corporation.
(7) Managing member of the general partner of Welsh, Carson, Anderson & Stowe,
IX, L.P. Holder may be deemed to share power to vote or direct the voting
of and to dispose or direct the disposition of the securities of LabOne
owned by Welsh, Carson, Anderson & Stowe, IX, L.P. Holder disclaims
beneficial ownership of all securities owned by such entity other than
those he owns directly or by virtue of his indirect pro rata interest as
managing member of the general partner of Welsh, Carson, Anderson & Stowe,
IX, L.P.
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PLAN OF DISTRIBUTION
The shares of common stock offered by this prospectus are being registered
to allow public secondary trading by the holders of these shares from time to
time after the date of this prospectus. We will not receive any of the proceeds
from the offering of these shares by the selling stockholders. The timing,
manner and size of each sale will be determined by the selling stockholders, and
not by us.
We have been advised by the selling stockholders that the shares offered
by this prospectus may be sold from time to time by or for the account of the
selling stockholders pursuant to this prospectus or, in some cases, pursuant to
Rule 144 under the Securities Act of 1933. Sales of shares pursuant to this
prospectus may be made in the over-the-counter market, on the Nasdaq National
Market or otherwise at prices and on terms then prevailing or at prices related
to the then current market price (in each case as determined by the selling
stockholders). Sales may be made directly or through agents designated from time
to time, or through dealers or underwriters to be designated or in negotiated
transactions.
The shares may be sold in one or more of the following ways:
o a block trade in which the seller's broker or dealer will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the
broker or dealer for their account pursuant to this prospectus (as
supplemented or amended to reflect such transaction to the extent
required);
o an exchange distribution in accordance with the rules of the Nasdaq
National Market;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o privately negotiated transactions;
o through put or call option transactions;
o through short sales; or
o an underwritten public offering.
Some of the selling stockholders may distribute their shares, from time to
time, to their limited and/or general partners or members, who may sell their
shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction to the extent required). Each selling stockholder may also transfer
shares owned by him by gift, and upon and such transfer, the donee may sell the
donee's shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction to the extent required).
A selling stockholder may enter into hedging transactions with
broker-dealers in connection with the distributions of the shares or otherwise.
In such transactions, broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with the selling
stockholder, including positions assumed in connection with distributions of the
shares by such broker-dealers. Some or all of the shares covered by this
registration statement may be sold to cover short positions in the open market.
A selling stockholder also may enter into option or other transactions with
9
broker-dealers that involve the delivery of the shares to the broker-dealers,
who may then resell or otherwise transfer such shares pursuant to this
prospectus (as supplemented or amended to reflect such transaction to the extent
required). In addition, a selling stockholder may loan or pledge shares to a
broker-dealer, which may sell the loaned shares or, upon a default by the
selling stockholder of the secured obligation, may sell or otherwise transfer
the pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction to the extent required).
The selling stockholders may sell shares directly to other purchasers,
through agents or through broker-dealers. Any selling agents or broker-dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the selling stockholders, from purchasers of shares for whom
they act as agents, or from both sources. That compensation may be in excess of
customary commissions.
The selling stockholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended, in connection with the sales. Any
commissions, and any profit on the resale of shares, received by the selling
stockholders and any such broker-dealers may be deemed to be underwriting
discounts and commissions. We have been advised by each of the selling
stockholders that they have not, as of the date of this prospectus, entered into
any arrangement with any agent, broker or dealer for the sale of the shares.
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Securities Exchange Act of 1934, as amended, may apply
to sales of common stock in the market and to the activities of the selling
stockholders and their affiliates. In addition, we will make copies of this
prospectus available to the selling stockholders and have informed each of them
of the need for delivery of copies of this prospectus to purchasers at or prior
to the time of any sale of the shares offered hereby.
We may suspend the use of this prospectus and any supplements hereto in
certain circumstances due to pending corporate developments, public filings with
the SEC or similar events.
We will pay all costs and expenses incurred by us in connection with the
registration of the sale of shares pursuant to this prospectus. We will not be
responsible for any commissions, underwriting discounts or similar charges on
sales of the shares.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of common stock by
the selling stockholders.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
us by Joseph C. Benage, Executive Vice President, General Counsel and
Secretary of the company. Mr. Benage is a full-time employee and officer and
beneficially owns 81,768 shares of our common stock.
EXPERTS
The consolidated financial statements of LabOne, Inc. as of December 31,
2002 and 2001, and for each of the years in the three-year period ended December
31, 2002, have been incorporated by reference herein in reliance upon the report
of KPMG LLP, independent accountants, incorporated by
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reference herein, and upon the authority of said firm as experts in accounting
and auditing. The audit report covering the December 31, 2002 and 2001
consolidated financial statements refers to the adoption of Statement of
Financial Accounting Standards No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets."
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