8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 1, 2005

Commission file number: 0-16946

LabOne, Inc.

10101 Renner Blvd.

Lenexa, Kansas 66219

(913) 888-1770

Incorporated in Missouri

I.R.S. Employer Identification Number: 43-1039532

Item 1.01 Entry into a Material Definitive Agreement

On March 1, 2005, LabOne, Inc. and its chief financial officer, John W. McCarty, amended the parties' September 2, 2004 Transition Services Agreement. The amendment provides that (i) the effective date of Mr. McCarty's resignation is extended to April 30, 2005; (ii) LabOne will pay Mr. McCarty's premiums for COBRA continuation medical benefits insurance for a period of up to eighteen (18) months following April 30, 2005, including "gross up" payments to compensate Mr. McCarty for taxes imposed as a result of the premium payments; and (iii) LabOne's obligation to pay Mr. McCarty base pay for twelve (12) months following April 30, 2005 accelerates upon the occurrence of a change of control of LabOne. The First Amendment to Transition Services Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.

LabOne and Mr. McCarty also entered into a Consulting Agreement on March 1, 2005 whereby Mr. McCarty will provide consulting services to LabOne for a period of up to one year following April 30, 2005. The Consulting Agreement is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

W. Roger Drury resigned from the LabOne Board of Directors on February 26, 2005.

On March 1, 2005, the Board of Directors appointed Lawrence N. Kugelman as a Class C Director effective March 2, 2005. His initial term ends at the 2005 annual meeting of shareholders. A copy of the March 3, 2005 press release regarding Mr. Kugelman's appointment is attached to this report as Exhibit 99.1 and is incorporated by reference herein. Mr. Kugelman has not yet been appointed to any Board committees.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 1, 2005, the LabOne Board of Directors approved the elimination of the "Series B-1 Cumulative Convertible Preferred Stock" and "Series B-2 Cumulative Convertible Preferred Stock" from the LabOne Articles of Incorporation. No shares of Series B-1 Cumulative Convertible Preferred Stock or Series B-2 Cumulative Convertible Preferred Stock are outstanding and no such shares will be issued pursuant to the Certificates of Designation for such preferred stock previously filed with the Missouri Secretary of State. As such, on March 2, 2005, LabOne filed certificates terminating such Certificates of Designation with the Missouri Secretary of State.

On March 1, 2005, the LabOne Board of Directors amended Article I, Section 9 of the Company's Bylaws to clarify that shareholder voting by telephone is permitted under the Bylaws. Exhibit 3.1 shows both the previous and revised versions of Article I, Section 9 of the Company's Bylaws.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

3.1 Amendment to Article I, Section 9 of Bylaws

10.1 First Amendment to John W. McCarty Transition Services Agreement

10.2 John W. McCarty Consulting Agreement

99.1 LabOne, Inc. March 3, 2005 Press Release - Lawrence N. Kugelman

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 thereunto duly authorized.

LabOne, Inc.

Date:  March 3, 2005 By /s/ John W. McCarty
John W. McCarty
Executive V.P. and Chief Financial Officer

EX-3

Exhibit 3.1

Amendment to Article I, Section 9 of Bylaws

PREVIOUS LABONE, INC. BYLAWS - ARTICLE I, SECTION 9

Section 9 - Voting of Shareholders. Subject to the right to elect directors by cumulative voting, each shareholder shall be entitled to as many votes on any proposition as he has shares of stock in the corporation, and he may vote them in person or by proxy. Such proxy shall be in writing, or in such other transmitted form as may be acceptable to the Secretary, and shall state the name of the person authorized to cast such vote and the date of the meeting at which such vote shall be cast, and no such proxy shall be valid unless the same shall have been given within sixty (60) days prior to the meeting at which such vote is to be cast and shall be filed with the Secretary at or previous to the time of the meeting and before the votes are cast.

If the Board of Directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting and any adjournment of the meeting.

REVISED LABONE, INC. BYLAWS - ARTICLE I, SECTION 9

Section 9 - Voting of Shareholders. Subject to the right to elect directors by cumulative voting, and except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of stock having voting power held by such shareholder, and may vote such shares in person or by proxy.

If the Board of Directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting and any adjournment of the meeting.

EX-10

Exhibit 10.1

FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT

THIS FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT ("Amendment") is made and entered into effective as of the 1^st day of March, 2005 by and between LABONE, INC. ("LabOne") and JOHN W. MCCARTY ("Employee").

WITNESSETH:

WHEREAS, LabOne and Employee entered into a September 2, 2004 Transition Services Agreement ("Original Agreement") which sets forth the terms of Employee's resignation from LabOne and the orderly transition of Employee's duties to his successor; and

WHEREAS, LabOne and Employee now desire to amend the Original Agreement in certain respects.

NOW THEREFORE, in consideration of the mutual agreements contained herein and in the Original Agreement, LabOne and Employee agree as follows:

A. Paragraph 1 of the Original Agreement is hereby amended as set forth below:

1. Effective Date of Termination. The effective time and date of Employee's resignation shall be midnight, March 31April 30, 2005, or earlier in accordance with the provisions of paragraph 7 hereof ("Resignation Effective Date").

B. Paragraph 3 of the Original Agreement is hereby amended to include the following language in subsection (b):

(b)    Compensation; Additional Payments . Employee's current monthly base salary of $18,750 per month ("Base Amount") shall continue during the Term. Beginning in the month immediately following the month in which the Resignation Effective Date occurs, and continuing monthly thereafter for an aggregate of twelve months, LabOne shall pay the Base Amount to Employee; provided, however, that such payments are conditioned upon Employee's continued satisfaction of his post-employment obligations under this Agreement and the Employment Agreement. If LabOne undergoes a "Change of Control" (as defined below in paragraph 3(c)) before Employee has received the twelve months of Base Amount payments in accordance with the preceding sentence and Employee has satisfied his post-employment obligations under this Agreement and the Employment Agreement, LabOne shall pay Employee a lump sum amount equal to the remainder of such Base Amount payments within ten (10) business days of the Change of Control. In addition, provided that Employee has performed his obligations under this Agreement and the Employment Agreement, (i) on the Resignation Effective Date, Employee will receive payment for four (4) weeks of unused vacation and (ii) when paid by LabOne to all other participants and without regard to whether or not such payment occurs prior to the Resignation Effective Date, Employee will receive his portion of the 2004 Management Incentive Plan payout.

C. Paragraph 3 of the Original Agreement is hereby amended to include the following new subsection after subsection (g):

(h) LabOne shall pay Employee's premiums for COBRA continuation coverage under LabOne's Medical Benefits Plan for a period of up to eighteen (18) months following the Resignation Effective Date. During this eighteen (18) month period, LabOne shall also pay Employee an additional amount (the "Gross-Up Payment") such that after payment by Employee of taxes imposed upon the Gross-Up Payment, Employee retains an amount equal to Employee's premiums for COBRA continuation coverage. For purposes of determining LabOne's Gross-Up Payment obligations, it shall be assumed that Employee pays federal taxes at a 35% marginal tax rate and State taxes at a 6.45% marginal tax rate. LabOne's obligations under this paragraph 3(h) shall terminate upon the earliest to occur of (i) Employee becoming a full time employee of any other entity, (ii) Employee becoming eligible for health insurance coverage similar to that provided pursuant to LabOne's Medical Benefits Plan, or (iii) Employee's failure to perfo rm any of his obligations under this Agreement or the Employment Agreement.

D. Paragraph 7 of the Original Agreement is hereby amended as follows:

7. Early Resignation Effective Date. LabOne may, in its sole and absolute discretion, elect to establish a Resignation Effective Date that is prior to March 31, 2005, upon seven (7) days advance written notice to Employee. Furthermore, The Resignation Effective Date shall occur prior to midnight, March 31 April 30, 2005, upon (a) the occurrence of Employee's death or disability (as defined in paragraph 13(b) of the Employment Agreement), or (b) for cause which shall include any breach of this Agreement or other agreement between the Employee and LabOne.

E. Except as expressly modified by this Amendment, all terms of the Original Agreement shall remain in full force and effect

IN WITNESS WHEREOF, this Amendment has been executed as of the date and year first above written.

LABONE, INC.

By: /s/ W. Thomas Grant II
Its: Chief Executive Officer

/s/ John W. McCarty
Employee

EX-10

Exhibit 10.2

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into effective the 1st day of March, 2005 ("Effective Date"), by and between LabOne, Inc., a Missouri corporation having its principal place of business in Lenexa, Kansas ("LabOne"), and John W. McCarty ("Contractor").

WITNESSETH:

WHEREAS, Contractor is the Chief Financial Officer of LabOne, and pursuant to a Transition Services Agreement, dated September 2, 2004, as amended, Contractor and LabOne have agreed to the terms of Contractor's resignation and the orderly transition of Contractor's duties to his successor; and

WHEREAS, Contractor possesses special knowledge and expertise that would be beneficial to the operations of LabOne after his resignation, and

WHEREAS, LabOne desires to engage the services of Contractor as an independent contractor, and

WHEREAS, LabOne and Contractor are willing to enter into this Agreement, on the terms set forth herein;

NOW, THEREORE, LabOne and Contractor intending to be bound hereby, agree as follows:

1. Engagement of Contractor. LabOne hereby engages Contractor as an independent contractor to provide the Services specified in Exhibit A, attached and incorporated in this Agreement, from time to time during the Term (as defined in Section 3, below) upon the written request of LabOne. Contractor shall be treated for all federal and state income and employment tax and other purposes as an independent contractor and not as an employee of LabOne. Contractor shall have no authority to contract in the name of or to otherwise bind or obligate LabOne in any manner whatever. To the extent that Contractor shall be treated as an employee of LabOne, and as a consequence LabOne incurs additional tax or other costs or liabilities, the amounts payable to Contractor hereunder shall be reduced by the amount of such additional taxes and other costs and liabilities.

2. Performance of Services. Contractor's performance of the Services will represent Contractor's best efforts and be of the highest professional standards. Contractor represents to LabOne that (a) Contractor has, and during the Term will have, the expertise, skills, training and education to perform the Services in a professional manner, and (b) Contractor is not, and during the Term will not be, subject to any contractual, judicial or other restriction on Contractor's ability to provide the Services to LabOne.

3. Term. The term ("Term") of this Agreement begins on the Resignation Effective Date (as that term is defined in the Transition Services Agreement) and ends on the anniversary of the Resignation Effective Date, unless terminated in whole or in part (a) by either LabOne or Contractor upon not less than sixty (60) days written notice to the other party, (b) by notice of material breach of this Agreement or any other agreement between the parties provided by the non-breaching party to the breaching party, (c) by the death of Contractor or (d) by the disability of Contractor that prevents Contractor from fully performing the Services as required by this Agreement.

4. Fees. For the Services provided by Contractor under this Agreement at the request of LabOne, LabOne shall pay to Contractor the fees set forth on Exhibit A. Contractor shall provide to LabOne monthly invoices accurately describing the Services provided since the date of the most recent invoice and the time spent in providing such Services, and setting forth the charges for expenses incurred by Contractor, together with supporting documentation, that are reimbursable under this Agreement. Undisputed amounts set forth in an invoice submitted by Contractor to LabOne are due upon receipt of the invoice by LabOne.

5. Reimbursement of Expenses; Contractor Equipment.

(a) LabOne shall promptly reimburse Contractor for reasonable expenses incurred by Contractor in connection with the performance of the Services under this Agreement, as requested by LabOne, subject to the receipt by LabOne of acceptable substantiation of such expenses. If from time to time LabOne requests Contractor to travel to a location outside the metropolitan area in which Contractor then resides in order for Contractor to perform Services under this Agreement, then in such event, LabOne shall pay, or promptly reimburse to Contractor, upon receipt of acceptable substantiation, Contractor's reasonable travel expenses, hotel, food and other incidental expenses.

(b) Subject to Section 6, LabOne will provide Contractor with a notebook computer, access to data files on the notebook computer needed to perform the Services, e-mail account access, a cellular phone and cellular phone service during the Term. Contractor shall immediately surrender the notebook computer and cellular phone to LabOne at the conclusion of the Term.

6. Confidentiality and Other Restrictions.

(a) Contractor shall keep secret and strictly confidential all trade secrets or proprietary or confidential information heretofore or hereafter possessed by Contractor concerning LabOne, its customers, or its or their businesses or business partners, including copies and analyses or notes thereof ("Confidential Information"). Contractor also shall not at any time use such Confidential Information or disclose it to any person, firm or other entity except with the written approval of LabOne and as necessary to fulfill Contractor's obligations under this Agreement, except (i) to the extent that such Confidential Information is no longer a trade secret, proprietary or confidential through no fault of Contractor or (ii) as required by law or governmental regulation or a court of competent jurisdiction.

(b) Contractor shall keep secret and strictly confidential all Customer Information and shall not at any time use such information or disclose it to any person, firm or other entity except with the written approval of LabOne and as necessary to fulfill Contractor's obligations under this Agreement. Customer Information consists of, but is not necessarily limited to, the name, address and any non-public personal financial or health information about any customer or patient of LabOne or of any customer or business partner of LabOne including copies and analyses or notes thereof. In addition, Contractor agrees to be bound by, and upon the request of LabOne to sign acknowledgements of Contractor's obligation to abide by, additional privacy, security and similar restrictions required by LabOne's customers or by applicable law.

(c) Contractor (i) shall at all times represent LabOne in a professional and positive manner and (ii) shall not at any time make any disparaging, false or misleading statement to others regarding LabOne or its affiliates, employees, contractors, services or customers.

(d) Contractor shall comply with all of LabOne's policies and regulations regarding privacy, security and, if work performance location is at a LabOne place of business, safety in the workplace.

(e) Sections 6(a)-6(d) shall survive the Term of this Agreement.

7. Intellectual Property Rights; Ownership. The parties agree that all data, source code, executable code, research, know-how, inventions, trade secrets, manuals, documentation, working papers and other intellectual property received by Contractor from LabOne or a third party on behalf of LabOne, or conceived, developed, maintained or used by Contractor in the performance of Contractor's duties ("Deliverables") and all elements thereof shall be exclusively owned by LabOne and shall be considered works made for hire by Contractor for LabOne. LabOne shall exclusively own all United States and international copyrights, patents and all other intellectual property rights in the Deliverables. Contractor agrees to assign, and upon transmission of each Deliverable automatically assigns, to LabOne, ownership of all United States and international copyrights, patents and all other intellectual property rights in each element of each Deliverable. This assignment is undertaken in part a s a contingency against the possibility that any such element, by operation of law, may not be considered a work made for hire by Contractor for LabOne.

8. Indemnification. Contractor agrees to indemnify and hold harmless LabOne from and against any and all liability or cost (including but not limited to, reasonable attorneys fees) of any nature whatsoever arising out of the negligence, willful misconduct or breach of this Agreement by Contractor. This Section shall survive the Term of this Agreement.

9. Miscellaneous.

(a) Full Agreement. This Agreement constitutes the full and complete agreement between Contractor and LabOne with respect to the subject matter hereof and shall not be modified or amended except in a writing executed by each of them.

(b) Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the state of Kansas without giving effect to conflict of laws principles thereof. This Agreement shall not be binding or enforceable against the parties until accepted by LabOne at its offices located in Lenexa, Kansas.

(c) Successors and Assigns. The rights and obligations of LabOne and Contractor under this Agreement shall inure to the benefit of and be enforceable by and binding upon LabOne and Contractor, and their respective successors and assigns, except that the obligations of Contractor are personal in nature and may not be delegated.

(d) Remedies. LabOne shall be entitled to injunctive relief and specific performance to enforce the provisions of Sections 6 and 7 of this Agreement. Such remedies are in addition to all other remedies available to LabOne.

(e) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same Agreement, and each of which shall be deemed an original.

(f) Waiver. The provisions of this Agreement may be waived only in a writing signed by the party against whom such waiver is sought to be enforced. The failure of any party, at any time or times, to require performance of any provision hereof shall in no manner affect the right to enforce the same provision at a later time. No waiver by any party of any condition, or of the breach of any term, agreement, covenant, representation or warranty in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or breach of any other term, agreement, covenant, representation or warranty of this Agreement.

IN WITNESS WHEREOF, LabOne and Contractor have duly executed this Agreement effective as of the Effective Date.

LabOne, Inc.
By: /s/ W. Thomas Grant II

"Contractor"
/s/ John W. McCarty

EX-99

Exhibit 99.1

LabOne Adds Lawrence N. Kugelman to Its Board of Directors

LENEXA, KANSAS, March 3, 2005 - LabOne, Inc. (NASDAQ: LABS) announced today that its board has appointed Lawrence N. Kugelman as a Class C director effective March 2, 2005. His term ends at the annual meeting of shareholders in May 2005, when shareholders will vote on his election to an additional three year term. Kugelman replaces W. Roger Drury who resigned from the board on February 26, 2005.

Kugelman is a former president and chief executive officer of Coventry Health Care, a leading managed health care company. Prior to joining Coventry Health Care, he served in several leadership positions within the healthcare industry.

Kugelman currently is a healthcare consultant and private investor. He is a director and chairman of the audit committee for Coventry Health Care and a director and chairman of the compensation committee for Valeant Pharmaceuticals International.

Kugelman received a BA from St. John's University, an MBA from the Owen Graduate School of Management at Vanderbilt University, and an MA from the University of Ulster.

About LabOne, Inc.

Headquartered in the Greater Kansas City area, LabOne is a diagnostic services provider. The services and information LabOne and its subsidiaries provide include: risk assessment information services for the insurance industry; diagnostic healthcare testing to physicians, hospitals, managed care organizations and employers; and drug testing services and related employee qualification products to employers and the government. The company's web site is located at http://www.LabOne.com.