================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S -8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------------
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
SUPPLEMENTAL DEFERRED COMPENSATION PLAN
(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)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Title of Securities Amount being Proposed maximum Proposed maximum Amount
being registered registered offering price aggregate of regis-
per share offering price tration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interests of Participation
in the Plan (1): $4,300,000(1) $4,300,000
Common Stock par value
$.01 per share............ 200,000 shs(2) $21.50(3) $l,196(3)
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) The $4,300,000 of participation interests in the Plan being registered
represents estimated aggregate contributions of employees to the Plan that
are invested in Common Stock.
(2) Plus such indeterminate number of shares of Common Stock as may be required
in the event of an adjustment as a result of an increase in the number of
shares of common Stock resulting from certain stock dividends or a
reclassification of the Common Stock.
(3) Estimated solely for the purpose of calculating of the registration fee,
calculated on average of high and low of Registrant's stock on March 4,
1999.
<PAGE>
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
The document containing the information specified in this Part I is
contained in the Registration Statement on Form S-8 filed by the Company on
November 30, 1996 (File No. 333-17077) and is incorporated herein by reference.
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 Reports
on Form 10-Q for the fiscal quarters ending March 31, 1998, June 30, 1998, and
September 30, 1998, filed by the Company on May 15, 1998, August 12, 1998, and
November 13, 1998, respectively. Current Reports on Form 8-K filed by the
Company on June 3, 1998 and on February 17, 1999.
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 issuance of
additional shares of the Common Stock offered pursuant to this Registration
Statement. Mr. Farrenkopf owns substantially less than 1% of the Company's
Common Stock.
2
<PAGE>
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 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 respects 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
3
<PAGE>
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) Employees Equity Participation Plan (incorporated by reference to
Exhibit 4 of the Registration Statement on Form S-8 filed by the registrant on
November 30, 1996).
(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 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
changes in volume and price represent 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
4
<PAGE>
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.
5
<PAGE>
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 4th day of March, 1999.
Quest Diagnostics Incorporated
(Registrant)
By: /s/ Kenneth W. Freeman
------------------------------------------
Kenneth W. Freeman, Chairman of the Board,
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 4th day of March, 1999.
Signature Capacity
- --------- --------
/s/ Kenneth W. Freeman Chairman, President, Chief Executive
- ---------------------------- Officer and Director
Kenneth W. Freeman
/s/ Robert A. Hagemann Vice President and Chief Financial Officer
- ----------------------------
Robert A. Hagemann
/s/ Kenneth D. Brody Director
- ----------------------------
Kenneth D. Brody
/s/ William F. Buehler Director
- ----------------------------
William F. Buehler
/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
6
Exhibit 5
---------
March 4, 1999
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 the registration of 200,000 additional shares of the
Company's Common Stock, $.01 par value, which may be sold by the Company
pursuant to its Supplemental Deferred Compensation Plan (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.
Leo C. Farrenkopf, Jr.
