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SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S -8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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QUEST DIAGNOSTICS INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 16-1387862
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Malcolm Avenue
Teterboro, New Jersey 07608
(Address) (Zip Code)
----------------------
QUEST DIAGNOSTICS INCORPORATED
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title Of The Plan)
-----------------------
Leo C. Farrenkopf, Jr.
Vice President & Secretary
Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, NJ 07608
201 - 393 - 5143
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of Securities Amount being offering price aggregate registration
being registered registered per share offering price (2) fee
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<S> <C> <C> <C> <C>
Common Stock par value
$.01 per share......... 500,000 shs (1) $ 20.875(2) $ 10,437,500 $ 3,163
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to be
offered or sold pursuant to the benefit plans described herein.
(2) Estimated solely for the purpose of calculating of the registration fee,
calculated on average of high and low of the Registrant's stock on July 27,
1998.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
The Annual Report on Form 10-K for the fiscal year ended December 31,
1997 (File No.1-12215) filed by the Company on March 20, 1998. The Quarterly
Report on Form 10-Q for the quarter ending March 31, 1998, (File No. 1-12215)
filed by the Company on May 14, 1998. Current Report on Form 8-K filed by the
Company on June 3, 1998.
All documents filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act prior to the filing of a post-effective Amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities - not applicable
Item 5. Interests of Named Experts and Counsel
Leo C. Farrenkopf, Jr., Esq., Vice President and Associate General
Counsel of the Company, has rendered an opinion as to the legality of the shares
of the Common Stock offered pursuant to this Registration Statement. Mr.
Farrenkopf owns substantially less than 1% of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Limitation on Liability of Directors
Pursuant to authority conferred by Section 102 of the Delaware General
Corporation Law ("DGCL") Paragraph 11 of the Company's Certificate of
Incorporation ("Paragraph 11") eliminates the personal liability of Company`s
directors to the Company or its stockholders for monetary damages for breach of
fiduciary duty, including without limitation, directors serving on committees of
the Company's Board of Directors. Directors remain liable for (1) any breach of
the duty of loyalty to the Company or its stockholders, (2) any act or omission
not in good faith or which involves intentional misconduct or a knowing
violation of law, (3) any violation of Section 174 of the DGCL, which proscribes
the payment of dividends and stock purchases or redemption under certain
circumstances, and (4) any transaction from which directors derive an improper
personal benefit.
Indemnification and Insurance
In accordance with Section 145 of the Delaware General Corporation Law
("DGCL"), which provides for the indemnification of directors, officers and
employees under certain circumstances, Paragraph 11 grants the Company's
directors and officers a right to indemnification for all expenses, liabilities
and losses relating to civil, criminal, administrative or investigative
proceedings to which they are a party (1) by reason of the fact that they are or
were directors or officers of the Company, or (2) by reason of the fact that,
while they are or were directors or officers of the Company, they are serving at
the request of the Company as directors or officers of another corporation,
partnership, joint venture, trust or enterprise. Paragraph 11 further provides
for the mandatory advancement of expenses incurred by officers and directors in
defending such proceedings in advance of their final disposition upon delivery
to the Company by the Indemnitee of an undertaking to repay all amounts so
advanced if it is ultimately determined that such Indemnitee is not entitled to
be indemnified under Paragraph 11. The Company
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may not indemnify or make advanced payments to any person in connection with
proceedings initiated against the Company by such person without authorization
of the Company's Board of Directors.
In addition, Paragraph 11 provides that the directors and officers
therein described shall be indemnified to the fullest extent permitted by
Section 145 of DGCL, or any successor provisions or amendments thereunder. In
the event that any such successor provisions or amendments provide
indemnification rights broader than permitted prior thereto, Paragraph 11 allows
such broader indemnification rights to apply retroactive with respect to any
predating alleged action or inaction and also allows the indemnification to
continue after an Indemnitee has ceased to be a director or officer of the
Company and to inure to the benefit of the indemnitee's heirs, executors and
administrators.
Paragraph 11 further provides that the right to indemnification is not
exclusive of any right which any indemnitee may have or thereafter acquire under
any statute, the Company's Certificate of Incorporation, any agreement or vote
of stockholders or disinterested directors or otherwise, and allows the Company
to indemnify and advance expenses to any person whom the Company has the power
to indemnify under the DGCL or otherwise.
Insofar as indemnification for liabilities arising under Securities Act
may be permitted for directors and officers and controlling persons pursuant to
the foregoing provisions, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
The Company's Certificate of Incorporation authorizes the Company to
purchase insurance for directors and officers of the Company and persons who
serve at the request of the Company as directors, officers, employees or agents
of another corporation, partnership, joint venture, trust, or enterprise,
against any expense, liability or loss incurred in such capacity, whether or not
the Company would have the power to indemnify such persons against such expense
or liability under the DGCL. The Company intends to maintain insurance coverage
of its officers and directors as well as insurance coverage to reimburse the
Company for potential costs of its corporate indemnification of directors and
officers.
Item 7. Exemption from Registration Claimed - Not applicable
Item 8. Exhibits
(4) Form of Stock Option Plan for Non-Employee Directors
(incorporated by reference to Exhibit A to the proxy statement
filed by the registrant on March 20, 1998).
(5) Opinion and consent of Leo C. Farrenkopf, Jr., Vice President
and Associate General Counsel of registrant.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To include in any prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if in the aggregate the
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changes in volume and price represents no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth
in the prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, office or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, Quest Diagnostics Incorporated, a Delaware corporation, certifies
that it has reasonable grounds to believe it meets all the requirements for
filing Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, as of the 30th day of July, 1998.
Quest Diagnostics Incorporated
(Registrant)
By: /s/ Kenneth W. Freeman
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Kenneth W. Freeman,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the 30th day of July, 1998
Signature Capacity
- --------- --------
/s/ Kenneth W. Freeman President Chief Executive
- ---------------------- Officer and Director
Kenneth W. Freeman
/s/ Douglas M. VanOort Senior Vice President
- ---------------------- Chief Financial Officer
Douglas M. VanOort
/s/ Robert A. Hagemann Vice President,
- ---------------------- Controller, and Principal
Robert A. Hagemann Accounting Officer
/s/ Kenneth D. Brody Director
- --------------------
Kenneth D. Brody
/s/ Van C. Campbell Director
- -------------------
Van C. Campbell
/s/ Mary A. Cirillo Director
- -------------------
Mary A. Cirillo
/s/ Dan C. Stanzione Director
- --------------------
Dan C. Stanzione
/s/ Gail R. Wilensky Director
- --------------------
Gail R. Wilensky
5
Exhibit 5
July 30, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs:
I am Vice President and Associate General Counsel of Quest Diagnostics
Incorporated (the "Company") and am familiar with the preparation and filing of
a registration statement on Form S-8 under the Securities Act of 1933, as
amended, with respect to an aggregate of 500,000 shares of the Company's Common
Stock, $.01 par value, which may be sold by the Company pursuant to its Stock
Option Plan for Non-Employee Directors (the "Plan").
In this connection, I have examined the originals, or copies certified
to my satisfaction, of such corporate records of the Company, certificates of
public officials and officers of the Company, and other documents as I deemed
pertinent as a basis for the opinions hereinafter expressed.
Based upon the foregoing, and having regard for such legal consideration
as I have deemed relevant, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The shares of the Company's Common Stock to be sold by the Company
pursuant to the Plan will be duly authorized, validly issued, fully paid and
non-assessable.
3. The Plan is not a qualified plan under Section 401 (a) of the
Internal Revenue Code of 2986, as amended, and is not subject to the provisions
of the Employee Retirement Income Security Act of 1974.
I consent to the filing of this opinion as an Exhibit to the
Registration Statement referred to above.
Very truly yours.
/s/ Leo C. Farrenkopf, Jr.
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Leo C. Farrenkopf, Jr.
