UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF 1934 ~~of earliest event reported): July 20, 2012~~

July 30, 2012

(Date of earliest event reported)

MEDTOX SCIENTIFIC, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	1-11394	95-3863205
DELAWARE	1-11394	95-3863205
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

402 West County Road D, St. Paul, Minnesota	55112
402 West County Road D St. Paul, Minnesota		55112
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

~~Registrant’s telephone number, including area code:~~ (651) 636-7466

(Registrant’s telephone number including area code)

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:

¨	Written communications 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))

Item 8 1.~~01. Other~~02 ~~Events~~Termination of a Material Definitive Agreement.

~~MEDTOX~~In ~~Scientific, Inc. has announced that counsel for MEDTOX and other named defendants have entered into a memorandum of understanding (MOU) with plaintiffs’ counsel in~~ connection with the ~~three~~Merger ~~previously~~(as ~~announced~~defined ~~putative~~below), ~~class~~on ~~action~~July 30, ~~lawsuits~~2012, ~~filed in Minnesota state court in connection with the proposed acquisition of~~ MEDTOX byScientific, ~~Laboratory Corporation of America Holdings~~Inc. ~~The three putative class action lawsuits that are being settled pursuant to~~ (the ~~MOU~~“Company”) ~~are~~terminated ~~the~~its ~~actions~~credit security ~~pending~~agreement ~~in District Court, Second Judicial District, Ramsey County, of the State of Minnesota~~ (the “~~Ramsey~~Credit ~~County Court~~Agreement”) ~~under~~with ~~the~~Wells ~~captions~~Fargo ~~John Siciliano v. MEDTOX Scientific~~Bank, ~~Inc~~N. ~~et al., Carol~~ A. ~~Kiel~~that v.provided ~~Richard~~a ~~Braun~~revolving etline ~~al.,~~of ~~and~~credit ~~Louis~~of ~~Perlman~~up v.to ~~Medtox Scientific, Inc~~$12.0 ~~et al~~million. ~~The~~Prior ~~MOU reflects the parties’ agreement in principle~~ to ~~resolve~~ the ~~allegations~~Merger ~~by the settling plaintiffs against MEDTOX~~ and ~~other~~as ~~defendants in connection with the proposed acquisition by LabCorp and provides a release and settlement by the purported class~~ of MEDTOX’s stockholders of all claims against MEDTOX and other defendants and their affiliates and agents in connection with the proposed acquisition by LabCorp. The MOU and settlement are contingent uponJuly 30, ~~among other things~~2012, ~~approval~~there ofwere ~~the~~no ~~Ramsey~~outstanding ~~County~~amounts ~~Court,~~owed ~~further definitive documentation and consummation of~~ under the ~~proposed~~Credit ~~acquisition~~Agreement. In the event that the settlement is not approved and such conditions are not satisfied, MEDTOX and the other named defendants will continue to vigorously defend these actions. MEDTOX and the other named defendants continue to believe that each of the aforementioned lawsuits is without merit and that they have valid defenses to all claims made by the applicable plaintiffs

~~Pursuant~~Item 2.01 toCompletion ~~the terms~~ of ~~the~~Acquisition ~~MOU,~~or ~~MEDTOX~~Disposition ~~has~~of provided supplemental disclosures to the definitive proxy statement on Schedule 14A filed by MEDTOX with the Securities and Exchange Commission in connection with its special stockholders meeting to be held on July 31, 2012Assets. ~~The~~ ~~supplemental disclosures are attached hereto as Exhibit 99.1 and are incorporated herein by reference.~~

~~Item~~On 9July 31, 2012, the Company completed the Merger (as defined below) contemplated by the previously announced Agreement and Plan of Merger, dated June 3, 2012(the “Merger Agreement”) among the Company, Laboratory Corporation of America Holdings (“LabCorp”) and Mercer Acquisition Corp.01, a wholly owned subsidiary of LabCorp (“Merger Sub”). ~~Financial~~ Pursuant ~~Statements~~to the Merger Agreement, LabCorp acquired the Company through a merger of Merger Sub with and ~~Exhibits~~into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of LabCorp. The Merger became effective at 10:55 AM on July 31, 2012 upon acceptance of the filing of the certificate of merger by the Secretary of State of the State of Delaware.

At the Effective Time (cas defined in the Merger Agreement) ~~Exhibits~~of the Merger, each outstanding share of the Company’s common stock, par value $0.15 per share (except for certain shares owned, if any, by the Company, LabCorp, Merger Sub and their wholly owned subsidiaries or shares owned by stockholders who properly exercised their appraisal rights) (the “Shares”) was converted into the right to receive $27.00 per Share in cash, without interest and less any applicable tax withholding, for a total transaction value of approximately $243 million.

The ~~following~~foregoing description ~~exhibit~~of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed with the Securities and Exchange Commission (“SEC”) as ~~part~~Exhibit of2.1 ~~this~~to ~~report:~~the Company’s Current Report on Form 8-K on June 4, 2012, and which is incorporated herein by reference.

Exhibit No.		Description
99.1		Supplemental disclosures to the definitive proxy statement on Schedule 14A

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

-In 2connection -with the Merger, on July 31, 2012, the Company notified the NASDAQ Stock Market (“NASDAQ”) that the Merger had been completed and requested that trading of the Company’s common stock on the NASDAQ Global Select Market be suspended prior to the opening of trading on August 1, 2012. The Company also requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 to delist the Company’s common stock from the NASDAQ Global Select Market on August 1, 2012. The Company intends to file with the SEC a Certification on Form 15 under the Exchange Act requesting that the Shares be deregistered and that the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be terminated.

The disclosure contained in Item 2.01 is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure contained in Item 2.01 and 5.03 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of the Merger, the Company became a wholly owned subsidiary of LabCorp. The information disclosed in Items 2.01 and 3.01 is incorporated herein by reference. The source of the funds used by LabCorp in the acquisition is cash on hand. To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Pursuant to the Merger, at the Effective Time the certificate of incorporation of the Company was amended and restated, the text of which amendment and restatement is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Pursuant to the Merger, the bylaws of Merger Sub as in effect at the Effective Time of the Merger became the bylaws of the Company, the text of which is filed as Exhibit 3.2 to this Form 8-K and incorporated herein by reference.

The disclosure contained in Item 2.01 is incorporated herein by reference.

Item 8.01 Other Events.

On August 1, 2012, LabCorp issued a press release regarding the closing of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit 2.1		Agreement and Plan of Merger, dated June 3, 2012, by and among Laboratory Corporation of America Holdings, Mercer Acquisition Corp. and MEDTOX Scientific, Inc. (incorporated by reference to Exhibit 2.1 of the Company Current Report on Form 8-K, filed with the SEC on June 4, 2012)

Exhibit 3.1		Second Amended and Restated Certificate of Incorporation of MEDTOX Scientific, Inc.

Exhibit 3.2		Amended and Restated Bylaws of MEDTOX Scientific, Inc.

Exhibit 99.1		Press Release, dated August 1, 2012, by Laboratory Corporation of America Holdings

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDTOX Scientific, Inc.

~~Date: July~~4 20, 2012 By: /s/ Richard J. Braun

~~Name: Richard~~Exhibit J.Index ~~Braun~~

Title: Chief Executive Officer


Exhibit 2.1		Agreement and Plan of Merger, dated June 3, 2012, by and among Laboratory Corporation of America Holdings, Mercer Acquisition Corp. and MEDTOX Scientific, Inc. (incorporated by reference to Exhibit 2.1 of the Company Current Report on Form 8-K, filed with the SEC on June 4, 2012)

Exhibit 3.1		Second Amended and Restated Certificate of Incorporation of MEDTOX Scientific, Inc.

Exhibit 3.2		Amended and Restated Bylaws of MEDTOX Scientific, Inc.

Exhibit 99.1		Press Release, dated August 1, 2012, by Laboratory Corporation of America Holdings

-5 ~~3 -~~

INDEX TO EXHIBITS

Exhibit No.		Description
99.1		Supplemental disclosures to the definitive proxy statement on Schedule 14A

- 4 -

MEDTOX SCIENTIFIC, INC.

(REGISTRANT)

Date: August 1, 2012

/s/ F. Samuel Eberts III

F. Samuel Eberts III

President and Secretary

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