DGX S-8 POS 6-23-15_ESPP


Registration No. 333-17083

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________

QUEST DIAGNOSTICS INCORPORATED
(Exact name of Registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation or organization)
 
16-1387862
(I.R.S. Employer
Identification Number)
 
Three Giralda Farms
Madison, New Jersey 07940
 
(Address of principal executive offices)
QUEST DIAGNOSTICS INCORPORATED EMPLOYEES STOCK PURCHASE PLAN

(Full title of the Plan)
_______________
William J. O’Shaughnessy, Jr.
Quest Diagnostics Incorporated
Three Giralda Farms
Madison, New Jersey 08940
(973) 520-2116
(Name, address and telephone number of agent for service)


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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 333-17083 (the “Registration Statement”), is being filed to deregister certain shares of Quest Diagnostics Incorporated (the “Company”) common stock (the “Shares”) that were registered for issuance pursuant to the Quest Diagnostics Incorporated Employees Stock Purchase Plan (the “Plan”). The Registration Statement, which was filed with the Securities and Exchange Commission on November 29, 1996, registered 2,000,000 Shares issuable pursuant to the Plan. The Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the Plan.


SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, New Jersey on June 23, 2015.


QUEST DIAGNOSTICS INCORPORATED


By: /s/ William J. O'Shaughnessy, Jr.        
Name:    William J. O’Shaughnessy, Jr.
Title:
Deputy General Counsel and Corporate Secretary
 
 
Note: In reliance upon Rule 478 under the U.S. Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1.



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