S-8

Registration No. __________

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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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 No.)

500 Plaza Drive

Secaucus, New Jersey 07094

(Address of principal executive office)

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AMENDED AND RESTATED QUEST DIAGNOSTICS INCORPORATED

EMPLOYEE LONG-TERM INCENTIVE PLAN

(Full title of the Plan)

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William J. O’Shaughnessy, Jr.

Quest Diagnostics Incorporated

500 Plaza Drive

Secaucus, New Jersey 07094

(973) 520-2116

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
	Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

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Title of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee

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Common Stock, Par Value $0.01 8,300,000 Shares $102.50 $850,750,000 $110,428

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(1) Represents the number of shares of Common Stock authorized for issuance pursuant to the Amended and Restated Quest Diagnostics Incorporated Employee Long-Term Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 also covers an indeterminate amount of additional shares of Common Stock that may be offered or delivered under the Plan to prevent dilution resulting from any stock dividend, stock split, recapitalization or other similar transaction. No additional registration fee is included for these shares.

(2) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low prices reported for the shares of Common Stock on the New York Stock Exchange on October 21, 2019.

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EXPLANATORY NOTE

This registration statement on Form S-8 is being filed for the purpose of registering an additional 8,300,000 shares of common stock, $0.01 par value per share, of Quest Diagnostics Incorporated (the “Corporation”) issuable pursuant to the Plan. In accordance with Instruction E to the General Instructions to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-162711) that the Registrant filed with the Securities and Exchange Commission on October 28, 2009, are hereby incorporated by reference and made part of this Registration Statement, except that Item 6 thereof is hereby restated as set forth in Item 6 of the Registration Statement on Form S-8 (File No. 333-207746) that the Registrant filed with the Securities and Exchange Commission on November 2, 2015, which Item is hereby incorporated by reference and made part of this Registration Statement.

Part II

Information Required in the Registration Statement

Item 8. Exhibits

Exhibit Number     Exhibit

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4.1 Amended and Restated Quest Diagnostics Incorporated Employee Long-Term Incentive Plan (filed as an Exhibit to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (Date of Report: July 24, 2019) and incorporated herein by reference) (Commission File Number 001-12215)

4.2 Restated Certificate of Incorporation (filed as an Exhibit to the Corporation's Quarterly Report on Form 10 Q for the quarter ended September 30, 2018 (Date of Report: October 24, 2018) and incorporated herein by reference) (Commission File Number 001-12215)

4.3 Amended and Restated By-Laws of the Company (filed as an Exhibit to the Corporation's current report on Form 8-K (Date of Report: May 17, 2019) and incorporated herein by reference) (Commission File Number 001-12215)

5.1*     Opinion of Shearman and Sterling, LLP

23.1*     Consent of Independent Registered Public Accounting Firm

24.1*     Power of Attorney (included on signature page)

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*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing a Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Secaucus, State of New Jersey, on October 24, 2019.

Quest Diagnostics Incorporated

By: /s/ Stephen H. Rusckowski

Stephen H. Rusckowski

Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on October 24, 2019 by the following persons in the capacities indicated.

POWER OF ATTORNEY

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O'Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signatures	Capacity
/s/ Stephen H. Rusckowski Stephen H. Rusckowski	Chairman, Chief Executive Officer and President
/s/ Mark J. Guinan Mark J. Guinan	Executive Vice President and Chief Financial Officer
/s/ Michael J. Deppe Michael J. Deppe	Vice President, Corporate Controller and Chief Accounting Officer
/s/ Vicky B. Gregg Vicky B. Gregg	Director
/s/ Timothy L. Main Timothy L. Main	Director
/s/ Denise M. Morrison Denise M. Morrison	Director
/s/ Gary M. Pfeiffer Gary M. Pfeiffer	Director
/s/ Timothy M. Ring Timothy M. Ring	Director
/s/ Helen I. Torley Helen I. Torley	Director
/s/ Daniel C. Stanzione Daniel C. Stanzione	Lead Independent Director
/s/ Gail R. Wilensky Gail R. Wilensky	Director

EX-5.1

Exhibit 5.1

SHEARMAN & STERLING LLP

599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

October 24, 2019

Quest Diagnostics Incorporated

500 Plaza Drive

Secaucus, New Jersey 07094

Ladies and Gentlemen:

We are acting as counsel for Quest Diagnostics Incorporated, a Delaware corporation (the “Company”), in connection with preparation and filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to 8,300,000 shares of common stock, par value $0.01, of the Company (the “Shares”) that may be delivered from time to time pursuant to the Amended and Restated Quest Diagnostics Incorporated Employee Long-Term Incentive Plan (the “Plan”).

In connection with the foregoing, we have reviewed originals or copies identified to our satisfaction of the following documents:

(a) The Registration Statement;

(b)  The certificate of incorporation and by-laws of the Company, in each case as amended to date; and

(c) Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company, and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies.

Our opinion set forth below is based on the text of the Plan as referenced in the Exhibit Index to the Registration Statement.

Our opinion expressed below is limited to the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other law.

Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that authorized but not previously issued Shares which may be delivered under the Plan have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of the Plan and (b) paid for in full in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

SHEARMAN.COM

Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

Exhibit 5.1

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations of the Commission promulgated thereunder.

This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose without our prior written consent.

Very truly yours,

/s/ Shearman & Sterling LLP

Shearman & Sterling LLP

GEM/mb

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Quest Diagnostics Incorporated of our report dated February 21, 2019 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Quest Diagnostics Incorporated's Annual Report on Form 10-K for the year ended December 31, 2018.

/s/ PricewaterhouseCoopers LLP

Florham Park, NJ

October 24, 2019