-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AaKYr0V5sWSDIWYAOZvTLL4LNh3cHcGgMMCoA7SOJkI8Bvh3Xz5wydb5EP9zxiHw C4eFiBZHLjYcMKqwQoWmKg== 0000950117-06-003285.txt : 20060802 0000950117-06-003285.hdr.sgml : 20060802 20060801174634 ACCESSION NUMBER: 0000950117-06-003285 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060802 DATE AS OF CHANGE: 20060801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 06995499 BUSINESS ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 8-K 1 a42473.htm QUEST DIAGNOSTICS INCORPORATED

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

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): July 31, 2006

 

Commission file number 001-12215

 

Quest Diagnostics Incorporated

1290 Wall Street West

Lyndhurst, NJ 07071

(201) 393-5000

 

Delaware

(State of Incorporation)

 

16-1387862

(I.R.S. Employer Identification Number)

 

 

 

 

 

 

 



 

 

Item 1.01. Entry into a Material Definitive Agreement

On July 31, 2006, Quest Diagnostics Incorporated (the “Company”), and Focus Technologies Holding Company and Focus Diagnostics, Inc. (collectively, the “Additional Subsidiary Guarantors”), certain of the Company’s subsidiaries and The Bank of New York, as Trustee, entered into the Eighth Supplemental Indenture. The Eighth Supplemental Indenture supplements the indenture dated as of June 27, 2001 among the guarantors (as defined therein) and the Trustee, as subsequently supplemented by a first supplemental indenture, dated as of June 27, 2001, as further supplemented by a second supplemental indenture, dated as of November 26, 2001, as further supplemented by a third supplemental indenture, dated as of April 4, 2002, as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003, as further supplemented by a fifth supplemental indenture, dated as of April 16, 2004, as further supplemented by a sixth supplemental indenture dated October 31, 2005, and as further supplemented by a seventh supplemental indenture dated November 21, 2005 (collectively, the “Indenture”).

The Eighth Supplemental Indenture adds the Additional Subsidiary Guarantors, which became subsidiaries of the Company on July 3, 2006, as guarantors to the Company’s 7½% Senior Notes due 2011, 5.125% Senior Notes due 2010 and 5.45% Senior Notes due 2015 issued pursuant to the Indenture. The Eighth Supplemental Indenture is attached hereto as exhibit 4.1.

 

Item 9.01. Financial Statements and Exhibits

 

c. Exhibits  
     
  4.1 Eighth Supplemental Indenture, dated as of July 31, 2006, among the Company, the guarantors named therein and The Bank of New York, as Trustee.

 

 

 

 

 

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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.

 

  August 2, 2006  
     
   
  QUEST DIAGNOSTICS INCORPORATED 
       
       
  By: /s/ Leo C. Farrenkopf, Jr.    
    Leo C. Farrenkopf, Jr.
Vice President and Assistant Secretary
 

  

 

 

 

 

 

 

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EX-4 2 ex4-1.htm EXHIBIT 4.1

 

 

Exhibit 4.1

EIGHTH SUPPLEMENTAL INDENTURE

 

SUPPLEMENTAL INDENTURE dated as of July 31, 2006 (this “Eighth Supplemental Indenture”), among FOCUS TECHNOLOGIES HOLDING COMPANY, and FOCUS DIAGNOSTICS, INC., each a Delaware corporation, (collectively, the “Additional Subsidiary Guarantors”), QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the “Company”), THE BANK OF NEW YORK, a New York banking corporation as Trustee (the “Trustee”), and the Subsidiary Guarantors (as defined in the Indenture referred to herein).

RECITALS OF THE COMPANY

WHEREAS, the Company, the Trustee and the Initial Subsidiary Guarantors (as hereinafter defined) executed and delivered an Indenture, dated as of June 27, 2001 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of June 27, 2001, among the Company, the Initial Subsidiary Guarantors (as defined therein) party thereto, and the Trustee, as further supplemented by a second supplemental indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a third supplemental indenture, dated as of April 4, 2002, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a fifth supplemental indenture, dated as of April 16, 2004, among the Company, the additional Subsidiary Guarantor (as defined therein) party thereto and the Trustee, as further supplemented by a sixth supplemental indenture dated October 31, 2005, among the Company, the Subsidiary Guarantors (as defined therein) party thereto, as further supplemented by a seventh supplemental indenture dated November 21, 2005, among the Company, the additional Subsidiary Guarantors (as defined therein) parties thereto and the Trustee, and to be further supplemented by this Eighth Supplemental Indenture (collectively, the “Indenture”), to provide for the issuance by the Company from time to time of Securities to be issued in one or mores series as provided in the Indenture;

WHEREAS, the Additional Subsidiary Guarantors intend to guarantee the Securities under the Indenture and the issuance of guarantees has been authorized by resolutions adopted by the Boards of Directors and/or Managers, as applicable, of such Additional Subsidiary Guarantors;

WHEREAS, Sections 901(1) and 901(11) of the Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Indenture to (a) evidence the successor of another Person to any Subsidiary Guarantor and the assumption by such successor of the covenants of such Subsidiary Guarantor in the Indenture and in the Securities and (b) add a guarantor or guarantors for any series or all series of the Securities;

 

 

 

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WHEREAS, pursuant to Sections 904, 1601, 1602 and 1604 of the Indenture, by delivery of a Supplemental Indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of the Base Indenture will be deemed to have executed and delivered the Subsidiary Guarantee for the benefit of the Holder of the Security upon which the Subsidiary Guarantee is endorsed, with the same effect as if such Subsidiary Guarantor had been named thereon and had executed and delivered the Subsidiary Guarantee; and

WHEREAS, all things necessary to make this Eighth Supplemental Indenture a valid supplement to the Indenture according to its terms and the terms of the Indenture have been done;

NOW, THEREFORE, for and in consideration of the foregoing, the parties hereto hereby enter into this Eighth Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Securities, as follows:

SECTION 1  Certain Terms Defined in the Indenture.

All capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

SECTION 2  Agreement to Guarantee.

The Additional Subsidiary Guarantors, by their signatures below, agree to become Additional Subsidiary Guarantors under the Indenture with the same force and effect as if originally named therein as Subsidiary Guarantors. The Additional Subsidiary Guarantors hereby agree to all the terms and provisions of the Indenture applicable to them as Additional Subsidiary Guarantors thereunder and each reference to a “Subsidiary Guarantor” in the Indenture shall be deemed to include the Additional Subsidiary Guarantors.

SECTION 3  Indenture Remains in Full Force and Effect.

Except as expressly supplemented by this Eighth Supplemental Indenture, the Indenture shall remain in full force and effect in accordance with its terms.

SECTION 4  New York Law to Govern.

THIS EIGHTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

SECTION 5  Separability.

In case any one or more of the provisions contained in this Eighth Supplemental Indenture should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Indenture shall not in any way be affected or impaired. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or enforceable provisions herein with valid provisions, the economic

 

 

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effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 6  May be Executed in Counterparts.

This Eighth Supplemental Indenture may be executed in counterparts, each of which when taken together shall constitute one and the same instrument. This Eighth Supplemental Indenture shall become effective when the Trustee shall have received a counterpart thereof that bears the signatures of each of the Additional Subsidiary Guarantors.

SECTION 7  Trustee.

The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Additional Subsidiary Guarantors and not of the Trustee.

 

 

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IN WITNESS WHEREOF, the Company, the Additional Subsidiary Guarantors and the Trustee have duly executed this Eighth Supplemental Indenture as of the day and year first above written.

  QUEST DIAGNOSTICS INCORPORATED  
       
       
  By: /s/ Joseph P. Manory  
    Name: Joseph P. Manory
Title: Vice President and Treasurer
 

 

  FOCUS TECHNOLOGIES HOLDING COMPANY
  FOCUS DIAGNOSTICS, INC., as Additional Subsidiary Guarantors  
       
       
  By: /s/ Joseph P. Manory  
    Name: Joseph P. Manory
Title: Vice President and Treasurer
 

 

 

  THE BANK OF NEW YORK, as Trustee
     
       
  By: /s/ Robert A. Massimillo  
    Name: Robert A. Massimillo
Title:
Vice President

 


 

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