UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 13, 2004
Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, NJ 07608
(201) 393-5000
1-12215
(Commission file number)
Delaware
(State of Incorporation)
16-1387862
(I.R.S. Employer Identification Number)
Item 1.01 Entry into a Material Definitive Agreement
On December 14, 2004, the Board of Directors (the "Board") of Quest
Diagnostics Incorporated (the "Company") approved an amendment to the Stock
Option Plan for Non-Employee Directors (the "Director Plan") to permit the
Company to use lattice methodology as of January 1, 2005, rather than the
currently used Black Scholes methodology, to compute the number of shares of
Common Stock of the Company underlying a stock option grant under the Director
Plan. A copy of the amended and restated Director Plan is attached as Exhibit
10.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(b) Pursuant to the terms of the Amended and Restated Employment Agreement
dated as of January 1, 2003, as amended, between Kenneth W. Freeman
and the Company, Mr. Freeman resigned as director of the Company on
December 14, 2004.
(d) On December 13, 2004, the Board, upon the recommendation of the
Board's Governance Committee, elected Gary M. Pfeiffer, Senior Vice
President and Chief Financial Officer of E.I. DuPont de Nemours and
Company, to serve as a member of the Board until the 2005 annual
meeting of the stockholders of the Company or until his resignation,
death or removal, if earlier. Mr. Pfeiffer was also appointed to serve
as a member of the Audit and Finance Committee of the Board. Mr.
Pfeiffer currently serves as a director of Talbots Inc.
The Board has determined that Mr. Pfeiffer is an independent director
pursuant to the New York Stock Exchange listing standards (the "NYSE
Rules") and the applicable rules of the Securities and Exchange
Commission (the "SEC"). The Board has also determined that Mr.
Pfeiffer is an "audit committee financial expert" pursuant to the
applicable rules of the SEC and has accounting or related financial
management expertise, as required by the NYSE rules.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Amended and restated Stock Option Plan for Non-Employee Directors
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Signatures
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.
December 17, 2004
QUEST DIAGNOSTICS INCORPORATED
By: /s/ Michael E. Prevoznik
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Michael E. Prevoznik
Senior Vice President and
General Counsel
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