-----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, WfwFUzQwaFhrF4KPW0jEZK14asVocQ3rrvfTPZOLSg2qsM4TsQy59srw/H1QxQNC rHv7yVAb1himM3v/9+pr6Q== 0000947871-96-000161.txt : 19961217 0000947871-96-000161.hdr.sgml : 19961217 ACCESSION NUMBER: 0000947871-96-000161 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961216 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING CLINICAL LABORATORIES INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 96681544 BUSINESS ADDRESS: STREET 1: ONE MALCLOM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 BUSINESS PHONE: 2013935143 MAIL ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 8-A12B/A 1 AMENDMENT TO FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Post-Effective Amendment No. 1 to Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- CORNING CLINICAL LABORATORIES INC. (to be renamed Quest Diagnostics Incorporated) ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 16-1387862 - ---------------------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) One Malcolm Avenue Teterboro, New Jersey 07608 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. |_| If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. |_| Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------- ------------------------------ $150,000,000 principal amount of 10 3/4% Senior New York Stock Exchange, Inc. Subordinated Notes due 2006 of Corning Clinical Laboratories Inc. The payment of the principal and interest on the Senior Subordinated Notes are guaranteed on a senior subordinated basis.
Securities to be registered pursuant to Section 12(g) of the Act: None 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of the Registrant's Securities to be Registered. $150,000,000 principal amount of 10 3/4% Senior Subordinated Notes due 2006 (the "Notes") of Corning Clinical Laboratories Inc. (the "Company"). The payment of the principal and interest on the Notes are guaranteed on a senior subordinated basis. The description of the Notes set forth under the caption "Description of the Notes" in the prospectus, dated December 11, 1996, that is part of the Company's Registration Statement on Form S-1 (No. 333-15867), as filed by the Company pursuant to the Securities Act of 1933, as amended, on December 13, 1996, is incorporated herein by reference. Item 2. Exhibits. 2.1. Restated Certificate of Incorporation of the Company (previously filed as an exhibit to the Company's Registration Statement on Form 10 (File No. 1-12215) (the "Form 10") and incorporated herein by reference). 2.2. By-laws of the Company (previously filed as an exhibit to the Company's Form 10 and incorporated herein by this reference). 2.3. Form of 10 3/4% Senior Subordinated Notes due 2006 (previously filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 333-15867) and incorporated herein by reference). 2.4. Form of Indenture among the Company, the Guarantors named therein and The Bank of New York, as Trustee, dated December 16, 1996 (previously filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 333-15867) and incorporated herein by reference). 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. CORNING CLINICAL LABORATORIES INC. (Registrant) By: /s/ Leo C. Farrenkopf, Jr. ------------------------------ Leo C. Farrenkopf, Jr. Vice President and Associate General Counsel Date: December 16, 1996
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