SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of Earliest Event Reported): October 31, 2008
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Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or other jurisdiction of Incorporation)
| 001-12215 | 16-1387862 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
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| Three Giralda Farms | |
| Madison, NJ 07940 | 07940 |
| (Address of principal executive offices) | (Zip Code) |
(973) 520-2700
(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 (see General Instruction a.2. below):
| [ ] | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective October 31, 2008, Quest Diagnostics Incorporated (the “Company”) made certain amendments to its Amended and Restated By-laws (the “By-Laws”), primarily to:
In Section 1.06(a)(1): clarify that (a) the By-Law applies to nominations ofpersons for election to the Board of Directors of the Company (the “Board”) aswell as the proposal of other business and (b) such nominations and proposalsmay be made only (i) pursuant to the Company’s notice of meeting (including anyrelevant supplements), (ii) by the Board or any committee thereof or (iii) by astockholder entitled to vote at the meeting of stockholders who complies with theprovisions of Section 1.06 and who is a stockholder of record at both the timenotice is delivered and at the time of the annual meeting.
In Section 1.06(a)(2): (a) clarify that the business identified in a stockholder’snotice (other than the nomination of directors) must be a proper matter forstockholder action in order to be properly brought before the meeting; (b) revisethe deadline for a stockholder to submit notice of proposed business for ameeting, creating a “window period” during which notice must be received; (c)require the stockholder to submit to the Company the text of any proposedbusiness (other than the nomination of directors); (d) require the stockholder todescribe to the Company any agreements to which the stockholder is a partyrelated to the stockholder’s proposed business; (e) require the stockholder todescribe to the Company any hedging, loan, derivative or similar agreements towhich the stockholder is party, the effect of which is to mitigate loss or managerisk or increase or decrease the voting power of such stockholder with respect tothe Company’s stock or any agreement relating to the acquisition or disposition ofthe Company’s stock; (f) require the stockholder to represent to the Company thatsuch stockholder is entitled to vote at the meeting and intends to appear at themeeting; (g) require the stockholder to represent to the Company whether thestockholder intends, or is part of a group that intends, to deliver a proxy statementor solicit proxies in support of the proposal; (h) if applicable, require thestockholder to submit information required by the SEC’s proxy rules regardingthe stockholder; and (i) provide that the Company may require any proposednominee to furnish additional information to the Company.
In Section 1.06(a)(3): (a) align the date of the Company’s potential publicannouncement of an increase in the size of the Board with the window perioddescribed above; and (b) clarify the effective date of the increase in the size of theBoard.
In Section 1.06(b): (a) clarify that only the Board or a committee thereof candetermine whether directors will be elected at a special meeting; (b) conform thewindow periods during which a stockholder may nominate a director candidatefor election at a special stockholder meeting to the window period proposed for
the annual stockholder meeting; and (c) make other changes conforming to the changes made with regard to the annual stockholder meeting.
In Section 1.06(c)(1): (a) provide that if the stockholder or such stockholder’s qualified representative does not appear at the stockholders meeting to presentproposed business, the business shall not be transacted; and (b) set forth therequirements that a stockholder must satisfy to designate a qualifiedrepresentative.
In Section 1.06(c)(2): clarify the definition of “public announcement.”
In Section 1.06(c)(3): clarify that (a) compliance with the Section 1.06 is theexclusive means for a stockholder to make nominations or submit other businessother than stockholder proposals brought under and in compliance with SEC Rule14a-8 and (b) holders of preferred stock need not comply with Section 1.06 tonominate directors pursuant to the terms of the preferred stock.
Add a new Section 7.01(f) to the By-Laws, which clarifies that any repeal ormodification of any of the provisions of Section 7.01 shall not adversely affectany right or protection thereunder of any director, officer or other person inrespect of any proceeding (regardless of when such proceeding is first threatened,commenced or completed) arising out of, or related to, any act or omissionoccurring prior to the time of such repeal or modification.
This summary is qualified by the entirety of the By-Laws that are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| c. | Exhibit | Description |
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| | 3.1 | Amended and Restated By-Laws of Quest Diagnostics Incorporated, as amended effective October 31, 2008. |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | November 5, 2008 |
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| | QUEST DIAGNOSTICS INCORPORATED |
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| | By: | /s/ William J. O’Shaughnessy, Jr. |
| | | William J. O’Shaughnessy, Jr. |
| | | Assistant General Counsel and |
| | | Secretary |
