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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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As filed with the Securities and Exchange Commission on June 19, 2007 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION FORM S-3 QUEST DIAGNOSTICS INCORPORATED
Delaware
16-1387862 Quest Diagnostics Incorporated Leo C. Farrenkopf, Jr. See Table of Additional Registrants Copies to:
Stephen T. Giove, Esq.
Stuart H. Gelfond, Esq. Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only securities being registered on this form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box. £ If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check the following box. S If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. £ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. £ If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. £ If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box. £ CALCULATION OF REGISTRATION FEE Title of each Class of
Proposed Maximum
Amount of Senior Debt Securities of Quest Diagnostics Guarantees of Senior Debt Securities of Quest Diagnostics (3)
(1)
An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified price. (2) In accordance with Rule 456(b) and Rule 457(r), the Registrant is deferring payment of all of the registration fee. (3) Registrants listed on the Table of Additional Registrants may fully and unconditionally guarantee on an unsecured basis our senior debt securities. Pursuant to Rule 457(n), no separate fee will be
required to be paid in respect of guarantees of our senior debt securities that are being registered concurrently.
Washington, D.C. 20549
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1290 Wall Street West
Lyndhurst, New Jersey 07071
(201) 393-5000
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
Quest Diagnostics Incorporated
1290 Wall Street West
Lyndhurst, New Jersey 07071
(201) 393-5000
(Name, address, and telephone number
of agent for service)
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
Securities to be Registered
Aggregate
Offering Price (1)
Registration Fee (2)
TABLE OF ADDITIONAL REGISTRANTS
Name
State or other
I.R.S. Employer American Medical Laboratories, Incorporated
Delaware
54-1983356 AmeriPath Consolidated Labs, Inc.
Florida
26-0003506 AmeriPath Florida, LLC
Delaware
65-0641688 AmeriPath Hospital Services Florida, LLC
Delaware
16-1702356 AmeriPath Indiana, LLC
Indiana
35-1937874 AmeriPath Kentucky, Inc.
Kentucky
62-1373947 AmeriPath Marketing USA, Inc.
Florida
65-1064707 AmeriPath Michigan, Inc.
Michigan
38-1880648 AmeriPath Mississippi, Inc.
Mississippi
64-0504003 AmeriPath New York, LLC
Delaware
65-0819138 AmeriPath North Carolina, Inc.
North Carolina
56-1272454 AmeriPath Ohio, Inc.
Delaware
31-1483746 AmeriPath Pennsylvania, LLC
Pennsylvania
25-1680680 AmeriPath Philadelphia, Inc.
New Jersey
22-2163419 AmeriPath SC, Inc.
South Carolina
11-3680559 AmeriPath Texas, LP
Delaware
75-2530066 AmeriPath Wisconsin, LLC
Wisconsin
39-1091107 AmeriPath Youngstown Labs, Inc.
Ohio
34-1767704 AmeriPath, Inc.
Delaware
65-0642485 AmeriPath, LLC
Delaware
65-1046888 AML Inc.
Delaware
54-1847385 Anatomic Pathology Services, Inc.
Oklahoma
73-1563221 API No. 2, LLC
Delaware
65-1046886 APL Properties Limited Liability Company
Nevada
86-0864218 Arizona Pathology Group, Inc.
Arizona
86-0864486 Central Plains Holdings, Inc.
Kansas
48-1219588 Central Plains Laboratories, LLC
Kansas
48-1218417 Dermatopathology Services, Inc.
Alabama
63-0984892 Diagnostic Pathology Management Services, LLC
Oklahoma
73-1402878 Diagnostic Reference Services Inc.
Maryland
22-3479439 DPD Holdings, Inc.
Delaware
93-0988106 Enterix Inc.
Delaware
01-0529545 ExamOne World Wide of NJ, Inc.
New Jersey
22-2127674 ExamOne World Wide, Inc.
Pennsylvania
23-2057350 FNA Clinics of America, Inc. (f/k/a Unilab Acquisition Corporation)
Delaware
46-0466856 Focus Diagnostics, Inc.
Delaware
52-1604494 Focus Technologies Holding Company
Delaware
52-1445953 HemoCue, Inc.
California
33-0882550 Kailash B. Sharma, M.D., Inc.
Georgia
58-1416059 LabOne of Ohio, Inc.
Delaware
20-0310967 LabOne, Inc.
Missouri
43-1039532 MetWest Inc.
Delaware
33-0363116 Nichols Institute Diagnostics
California
95-2955451 Ocmulgee Medical Pathology Association, Inc.
Georgia
58-1267100 OQuinn Medical Pathology Association, LLC
Georgia
58-1303376 Osborn Group Inc.
Delaware
48-1045507 Pathology Building Partnership
Maryland
51-1188454 PCA of Denver, Inc.
Tennessee
62-1721242 PCA of Nashville, Inc.
Tennessee
62-1729315 Peter G. Klacsmann, M.D., Inc.
Georgia
58-1441090
Jurisdiction of
Incorporation or
Organization
Identification Number
Quest Diagnostics Clinical Laboratories, Inc.
Delaware
38-2084239 Quest Diagnostics Finance Incorporated
Delaware
51-0390179 Quest Diagnostics Holdings Incorporated
Delaware
23-2324658 Quest Diagnostics Incorporated (MD)
Maryland
52-0890739 Quest Diagnostics Incorporated (MI)
Michigan
38-1882750 Quest Diagnostics Incorporated (NV)
Nevada
88-0099333 Quest Diagnostics Investments Incorporated
Delaware
51-0314231 Quest Diagnostics LLC (CT)
Connecticut
06-1460613 Quest Diagnostics LLC (IL)
Illinois
36-4257926 Quest Diagnostics LLC (MA)
Massachusetts
04-3248020 Quest Diagnostics Nichols Institute (f/k/a Quest Diagnostics Incorporated) (CA)
California
95-2701802 Quest Diagnostics Nichols Institute, Inc.
Virginia
54-0854787 Quest Diagnostics of Pennsylvania Inc.
Delaware
22-3137283 Regional Pathology Consultants, LLC
Utah
87-0559208 Rocky Mountain Pathology, LLC
Utah
87-0526913 Sharon G. Daspit, M.D., Inc.
Georgia
58-1626140 Shoals Pathology Associates, Inc.
Alabama
63-0700856 Specialty Laboratories, Inc.
California
95-2961036 Strigen, Inc.
Utah
87-0651722 Systematic Business Services, Inc.
Missouri
43-1336549 TID Acquisition Corp.
Delaware
22-3620117 Unilab Corporation
Delaware
71-0897031
SUBJECT TO COMPLETION, DATED JUNE 19, 2007 QUEST DIAGNOSTICS INCORPORATED Debt Securities We may offer and sell, from time to time, in one or more offerings, the debt securities we describe in this prospectus, for sale directly to purchasers or through underwriters, dealers or agents to
be designated at a future date. Our debt securities may be fully and unconditionally guaranteed on an unsecured basis by our subsidiaries. We will provide the specific terms of these debt securities in supplements or term sheets to this prospectus. We urge you to read carefully this prospectus, the accompanying prospectus
supplements and term sheets, which will describe the specific terms of the securities offered, before you make your investment decision. Investing in our debt securities involves risks that are described in the Risk Factors section of our periodic reports filed with the Securities and Exchange Commission or in the applicable
prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense. The date of this prospectus is June 19, 2007
Guarantees of Debt Securities
TABLE OF CONTENTS
Page
ii
ii
iii
1
3
4
5 Description of Senior Debt Securities and Guarantees of Senior Debt Securities
6
7
8
8 i
The information contained in this prospectus is not complete and may be changed. You should rely only on the information provided in or incorporated by reference in this prospectus, any
prospectus supplement, any pricing supplement or documents to which we otherwise refer you. We have not authorized anyone else to provide you with different information. We are not making an
offer of any securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by
reference is accurate as of any date other than the date of the document in which such information is contained or such other date referred to in such document, regardless of the time of any sale or
issuance of a security. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the SEC) using a shelf registration process. This prospectus provides you with
a general description of the securities we may offer. Each time we sell or issue securities, we will provide a prospectus supplement and, if applicable, a pricing supplement, that will contain specific
information about the terms of that specific offering of securities and the specific manner in which they may be offered. The prospectus supplement and any applicable pricing supplement may also
add to, update or change any of the information contained in this prospectus. The prospectus supplement and any applicable pricing supplement may also contain information about any material U.S.
federal income tax considerations relating to the securities described in the prospectus supplement. You should read both this prospectus, the applicable prospectus supplement and any applicable
pricing supplement, together with the additional information described under Where You Can Find More Information. You should read the entire prospectus and the applicable prospectus
supplement, including the information incorporated by reference, before making an investment decision. As used in this prospectus, the terms Quest Diagnostics, we, us and our refer to
Quest Diagnostics Incorporated and its consolidated subsidiaries, unless the context clearly indicates otherwise. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual document for complete information. All of the
summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under Where You Can Find More Information. The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about us and the securities offered under this
prospectus. That registration statement can be read at the SEC web site (www.sec.gov) or at the SEC offices mentioned under the heading Where You Can Find More Information. QUEST DIAGNOSTICS INCORPORATED The Company We are the nations leading provider of diagnostic testing, information and services, providing insights that enable physicians and other healthcare professionals to make decisions to improve
health. We offer patients and physicians the broadest access to diagnostic laboratory services through our nationwide network of laboratories and our own patient service centers. We provide
interpretive consultation through the largest medical and scientific staff in the industry, with approximately 900 M.D.s and Ph.D.s around the country. We are the leading provider of esoteric testing,
including gene-based testing, the leading provider of anatomic pathology services, including dermatopathology, and the leading provider of testing for drugs of abuse. We are also a leading provider of
testing for clinical trials and risk assessment services for the life insurance industry. We empower healthcare organizations and clinicians with state-of-the-art information technology solutions that can
improve patient care and medical practice. During 2006, we generated net revenues of $6.3 billion and processed approximately 151 million requisitions for testing. Each requisition form accompanies a patient specimen, indicating the tests to ii
be performed and the party to be billed for the tests. Our customers include patients, physicians, hospitals, employers, governmental institutions and other commercial clinical laboratories. On May 31,
2007, we acquired AmeriPath Group Holdings, Inc., the ultimate parent of AmeriPath, Inc., which generated net revenues of $752 million during 2006. We operate a nationwide network of greater than 2,100 of our own patient service centers, principal clinical laboratories located in more than 30 major metropolitan areas throughout the United
States and approximately 150 smaller rapid response laboratories (including, in each case, facilities operated at our joint ventures). We provide full esoteric testing services, including gene-based
testing, on both coasts through our Quest Diagnostics Nichols Institute laboratory facilities, located in San Juan Capistrano, California and Chantilly, Virginia, and through our Specialty Laboratories
facility located in Valencia, California, as well as infectious and immunologic disease testing through our Focus Diagnostics laboratory facility, located in Cypress, California. Our AmeriPath subsidiary
operates 40 outpatient anatomic pathology laboratories and provides inpatient anatomic pathology and medical director services for approximately 200 hospitals throughout the country. We also have
laboratory facilities in Mexico City, Mexico, San Juan, Puerto Rico and Heston, England. We are a Delaware corporation. We are the successor to MetPath Inc., a New York corporation that was organized in 1967. From 1982 to 1996, we were a subsidiary of Corning Incorporated, or
Corning. On December 31, 1996, Corning distributed all of the outstanding shares of our common stock to the stockholders of Corning. In August 1999, we completed the acquisition of SmithKline
Beecham Clinical Laboratories, Inc., or SBCL, which operated the clinical laboratory business of SmithKline Beecham plc, or SmithKline Beecham. Our principal executive offices are located at 1290 Wall Street West, Lyndhurst, New Jersey 07071, telephone number: (201) 393-5000. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC at
its public reference rooms at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our filings are also available
to the public on the Internet, through a database maintained by the SEC at http://www.sec.gov. In addition, you can inspect and copy our reports, proxy statements and other information at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Our subsidiary guarantors do not file separate financial statements with the SEC and do not independently publish their financial statements. Instead, our subsidiary guarantors financial
condition, results of operations and cash flows are consolidated into our financial statements. Summarized financial information illustrating our subsidiary guarantors financial condition, results of
operations and cash flows, on a combined basis, is disclosed in the notes to our consolidated financial statements which are incorporated by reference into this prospectus, as noted below. The
summarized financial information does not include the subsidiaries recently acquired in our acquisition of AmeriPath Group Holdings, Inc. The SEC allows us to incorporate by reference into this document the information we filed with it. This means that we can disclose important business, financial and other information to you by
referring you to other documents separately filed with the SEC. All information incorporated by reference is part of this document, unless and until that information is updated and superseded by the
information contained in this document or any information incorporated later. We incorporate by reference the documents listed below:
1.
Our current reports on Form 8-K, filed February 5, 2007, February 16, 2007, April 2, 2007, April 16, 2007, April 19, 2007, May 22, 2007, May 31, 2007, June 6, 2007 and June 14, 2007; 2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007; 3. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2006; iii
4. Item 8. Financial Statements and Supplementary Data; Index to Consolidated Financial Statements in the Annual Report on Form 10-K of AmeriPath, Inc., for the fiscal year ended
December 31, 2006; and 5. Item 1. Financial Statements in the Quarterly Report on Form 10-Q of AmeriPath, Inc., for the quarter ended March 31, 2007. Our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, are available free of
charge on our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our internet website is located at http://www.questdiagnostics.com. The contents of the
website are not incorporated by reference into this prospectus. You also may request a copy of these filings, at no cost, by writing or telephoning our Investor Relations Department at the following
address: We also incorporate by reference all future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 prior to the termination of the
offering made hereby. iv
Quest Diagnostics
Incorporated
1290 Wall Street West
Lyndhurst, New Jersey 07071
Attention: Investor Relations
(201) 393-5000
Some statements and disclosures in this prospectus, or any accompanying prospectus supplement and the documents incorporated herein or therein by reference are forward-looking statements.
Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as may, believe, will, expect, project,
estimate, anticipate, plan or continue. These forward-looking statements are based on our current plans and expectations and are subject to a number of risks and uncertainties that could
significantly cause our plans and expectations, including actual results, to differ materially from the forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the Litigation
Reform Act, provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation. We would like to take advantage of the safe harbor provisions of the Litigation Reform Act in connection with the forward-looking statements included or incorporated by reference in this
document. Investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented or incorporated by reference in this document. The following
important factors could cause our actual financial results to differ materially from those projected, forecasted or estimated by us in forward-looking statements: (a) Heightened competition, including increased pricing pressure, competition from hospitals, and competition from physicians. (b) Impact of changes in payer mix, including any shift from fee-for-service to capitated fee arrangements. (c) Adverse actions by government or other third-party payers, including unilateral reduction of fee schedules payable to us, competitive bidding, an increase in the practice of negotiating for
exclusive arrangements that involve aggressively priced capitated or fee for service payments by healthcare insurers or other payers and threats by third-party payers against physicians and
patients that effectively eliminate their choice to use an out-of-network provider under preferred provider organization and similar plans. (d) The impact upon our testing volume and collected revenue or general or administrative expenses resulting from our compliance with Medicare and Medicaid administrative policies and
requirements of third-party payers. These include: (1) the requirements of Medicare carriers to provide diagnosis codes for many commonly ordered tests and the possibility that third-party payers will increasingly adopt similar
requirements; (2) the policy of the Centers for Medicare and Medicaid Services to limit Medicare reimbursement for tests contained in automated chemistry panels to the amount that would have been
paid if only the covered tests, determined on the basis of demonstrable medical necessity, had been ordered; (3) continued inconsistent practices among the different local carriers administering Medicare; (4) inability to obtain from patients an advance beneficiary notice form for tests that cannot be billed without prior receipt of the form; (5) the potential need to monitor charges and lower certain fees to Medicare to comply with the Office of the Inspector Generals proposed rule pertaining to exclusion of providers for
submitting claims to Medicare containing charges that are substantially in excess of the providers usual charges; and (6) increased challenges in operating as a non-contracted provider with respect to healthcare insurers. (e) Adverse results from pending or future government investigations, lawsuits or private actions. These include, in particular, significant monetary damages, loss or suspension of 1
licenses, and/or suspension or exclusion from the Medicare and Medicaid programs and/or criminal penalties. (f) Failure to efficiently integrate acquired businesses and to manage the costs related to any such integration, or to retain key technical, medical and management personnel. (g) Inability to obtain professional liability or other insurance coverage or a material increase in premiums for such coverage or reserves for self-insurance. (h) Denial of certification under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, or denial of other licenses for any of our clinical laboratories under the CLIA
standards, revocation or suspension of the right to bill the Medicare and Medicaid programs or other adverse regulatory actions by federal, state and local agencies. (i) Changes in federal, state or local laws or regulations, including changes that result in new or increased federal or state regulation of commercial clinical laboratories, including regulation
by the Food and Drug Administration. (j) Inability to achieve expected benefits from our acquisitions of other businesses. (k) Inability to achieve additional benefits from our Six Sigma and standardization initiatives. (l) Adverse publicity and news coverage about the clinical laboratory industry or us. (m) Computer or other IT system failures that affect our ability to perform tests, report test results or properly bill customers, including potential failures resulting from the standardization of
our IT systems and other system conversions, telecommunications failures, malicious human acts (such as electronic break-ins or computer viruses) or natural disasters. (n) Development of technologies that substantially alter the practice of laboratory medicine, including technology changes that lead to the development of more cost-effective tests such as (1)
point-of-care tests that can be performed by physicians in their offices, (2) esoteric tests that can be performed by hospitals in their own laboratories or (3) home testing that can be carried out
without requiring the services of clinical laboratories. (o) Issuance of patents or other property rights to our competitors or others that could prevent, limit or interfere with our ability to develop, perform or sell our tests or operate our
business. (p) Development of tests by our competitors or others which we may not be able to license, or usage of our technology or similar technologies or our trade secrets by competitors, any of
which could negatively affect our competitive position. (q) Regulatory delay or inability to commercialize newly licensed tests or technologies or to obtain appropriate reimbursements for such tests. (r) Inability to obtain or maintain adequate patent and other proprietary rights protections of our products and services or to successfully enforce our proprietary rights. (s) Impact of any national healthcare information network and the adoption of standards for health information technology interoperability that are incompatible with existing software and
hardware infrastructure requiring widespread replacement of systems and/or software. (t) The impact of the privacy regulations, security regulations and standards for electronic transactions regulations issued under the Health Insurance Portability and Accountability Act of
1996 and any applicable state laws or regulations. (u) Inability to promptly or properly bill for our services or to obtain appropriate payments for services that we do bill. (v) Changes in interest rates and changes in our credit ratings from Standard & Poors Rating Services and Moodys Investor Services causing an unfavorable impact on our cost of and access
to capital. (w) Inability to hire and retain qualified personnel or the loss of the services of one or more of our key senior management personnel. (x) Terrorist and other criminal activities, hurricanes, earthquakes or other natural disasters, which could affect our customers, transportation or systems, or our facilities, and for which
insurance may not adequately reimburse us. 2
Except as may be described otherwise in a prospectus supplement or pricing supplement, we will add the net proceeds from the sale of the securities under this prospectus to our general funds
and will use them for general corporate purposes, which may include, among other things, funding acquisitions or reducing or refinancing indebtedness. 3
RATIO OF EARNINGS TO FIXED CHARGES Set forth below is information concerning the historical ratio of earnings to fixed charges for Quest Diagnostics. This ratio shows the extent to which our business generates enough earnings after
the payment of all expenses other than interest to make required interest payments on our debt. For this purpose, earnings consist of pretax income from continuing operations plus fixed charges. Fixed charges consist of interest expense and one-third of rental expense, representing that
portion of rental expense we deemed representative of an appropriate interest factor.
Three Months
Year Ended December 31,
2007
2006
2005
2004
2003
2002 Ratio of earnings to fixed charges
5.4x
8.2x
9.9x
9.2x
8.4x
7.2x 4
Ended March 31,
Overview This prospectus is part of a registration statement that we filed with the SEC utilizing a shelf registration process. Under this shelf process, we may sell our senior debt securities, or guarantees
of our debt securities, in one or more offerings. The terms of the securities will be determined at the time of offering. We will refer to the debt securities and the guarantees of the debt securities or any combination of those securities, proposed to be sold under this prospectus and the applicable prospectus
supplement or pricing supplement as the securities. Because we are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended, we may add to and offer additional securities including secondary securities and
guarantees of securities by filing a prospectus supplement or term sheet with the SEC at the time of the offer. Prospectus Supplement or Pricing Supplement This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement or pricing supplement that will
contain specific information about the terms of that offering. The prospectus supplement or pricing supplement may also add to or change information contained in this prospectus. If so, the
prospectus supplement or pricing supplement should be read as superseding this prospectus. You should read both this prospectus and any prospectus supplement or pricing supplement together with
additional information described under the heading Where You Can Find More Information. The prospectus supplement or pricing supplement to be provided with this prospectus will describe the terms of any securities that we offer and any initial offering price to the public in that
offering, the purchase price and net proceeds that we will receive and the other specific terms related to our offering of the securities. For more details on the terms of the securities, you should read
the exhibits filed with or incorporated by reference in our registration statement, of which this prospectus is a part. 5
DESCRIPTION OF SENIOR DEBT SECURITIES We may issue senior debt securities from time to time in one or more distinct series. We may also issue guarantees of our senior debt securities from time to time. As required by U.S. federal law for all bonds and notes of companies that are publicly offered, the senior debt securities will be governed by a document called an indenture. An indenture is a
contract between us and a financial institution, in this case, The Bank of New York, acting as trustee on your behalf, or other trustee we may select. The indenture will be subject to and governed by
the Trust Indenture Act of 1939. We have filed the indenture as an exhibit to our Securities Act filings and Exchange Act reports that we have filed with the SEC. See Where You Can Find More Information for information
on how to obtain a copy of the indenture. The senior debt securities will be issued under an indenture dated as of June 27, 2001 as supplemented by a first supplemental indenture, dated as of June 27, 2001, each among Quest
Diagnostics, as issuer, the Initial Subsidiary Guarantors, as guarantors, and The Bank of New York, as trustee, as further supplemented by a second supplemental indenture, dated as of November 26,
2001, among Quest Diagnostics, the Subsidiary Guarantors and The Bank of New York, as further supplemented by a third supplemental indenture, dated as of April 4, 2002, among Quest
Diagnostics, the additional Subsidiary Guarantors and The Bank of New York, as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003, among Quest Diagnostics, the
additional Subsidiary Guarantors and The Bank of New York, as further supplemented by a fifth supplemental indenture, dated as of April 16, 2004, among Quest Diagnostics, the additional
Subsidiary Guarantors and The Bank of New York, as further supplemented by a sixth supplemental indenture, dated as of October 31, 2005, among Quest Diagnostics, the additional Subsidiary
Guarantors and The Bank of New York, as further supplemented by a seventh supplemental indenture, dated as of November 21, 2005, among Quest Diagnostics, the additional Subsidiary
Guarantors and The Bank of New York and as further supplemented by an eighth supplemental indenture, dated as of July 31, 2006, among Quest Diagnostics, the additional Subsidiary Guarantors
and The Bank of New York and as further supplemented by the ninth supplemental indenture dated September 30, 2006, among Quest Diagnostics, the additional Subsidiary Guarantors and The
Bank of New York (collectively, the Indenture). The Indenture for the senior debt securities may also be modified by future supplemental indentures. The terms of the senior debt securities include
those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939. A copy of the Indenture is available for inspection at the office of the trustee. 6
AND GUARANTEES OF SENIOR DEBT SECURITIES
We may sell the securities to or through agents or underwriters or directly to one or more purchasers. By Agents We may use agents to sell the securities. The agents will agree to use their reasonable best efforts to solicit purchases of the period of their appointment. By Underwriters We may sell the securities to underwriters. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Each underwriter will be obligated to purchase all the
securities allocated to it under the underwriting agreement. The underwriters may change any initial public offering price and any discounts or concessions they give to dealers. Direct Sales We may sell securities directly to investors. In this case, no underwriters or agents would be involved. As one of the means of direct issuance of securities, we may utilize the services of any available electronic auction system to conduct an electronic dutch auction of the offered securities among
potential purchasers who are eligible to participate in the auction of those offered securities, if so described in the prospectus supplement or pricing supplement. General Information Any underwriters or agents will be identified and their compensation described in a prospectus supplement or pricing supplement. We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act or to contribute to payments
they may be required to make. Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their business. 7
The validity of any securities issued hereunder will be passed upon for our company by Shearman & Sterling LLP, New York, New York. The consolidated financial statements and managements assessment of the effectiveness of internal control over financial reporting of Quest Diagnostics (which is included in Managements
Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to Quest Diagnostics Annual Report on Form 10-K for the year ended December 31, 2006, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and
accounting. The consolidated financial statements of AmeriPath, Inc. incorporated by reference in this prospectus and registration statement for the year ended December 31, 2006 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference herein. Such consolidated financial statements are incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting and auditing. 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered hereby (other than underwriting discounts and commissions). All of such expenses, except the SEC registration fee, are estimated.
|
|
|
|||||
Securities and Exchange Commission registration fee |
|
* |
|||||
Legal fees and expenses |
|
$ |
|
150,000 |
|||
Trustees fees and expenses |
|
$ |
|
20,000 |
|||
Accounting fees and expenses |
|
$ |
|
200,000 |
|||
Printing expenses |
|
$ |
|
30,000 |
|||
Miscellaneous |
|
$ |
|
30,000 |
|||
|
|
|
|||||
Total |
|
$ |
|
430,000 |
|||
|
|
|
* Deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933.
Item 15. Indemnification of Directors and Officers.
Limitation on Liability of Directors
Pursuant to authority conferred by Section 102 of the Delaware General Corporation Law (the DGCL), Paragraph 11 of our certificate of incorporation (the Certificate) eliminates the personal liability of directors to us or our stockholders for monetary damages for breach of fiduciary duty, including, without limitation, directors serving on committees of our board of directors. Directors remain liable for (1) any breach of the duty of loyalty to us or our stockholders, (2) any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (3) any violation of Section 174 of the DGCL, which proscribes the payment of dividends and stock purchases or redemptions under certain circumstances, and (4) any transaction from which directors derive an improper personal benefit.
Indemnification and Insurance
In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Paragraph 11 of the Certificate grants our directors and officers a right to indemnification for all expenses, liabilities and losses relating to civil, criminal, administrative or investigative proceedings to which they are a party (1) by reason of the fact that they are or were our directors or officers or (2) by reason of the fact that, while they are or were our directors or officers, they are or were serving at our request as directors or officers of another corporation, partnership, joint venture, trust or enterprise.
Paragraph 11 of the Certificate further provides for the mandatory advancement of expenses incurred by officers and directors in defending such proceedings in advance of their final disposition upon delivery to us by the indemnitee of an undertaking to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under Paragraph 11. We may not indemnify or make advance payments to any person in connection with proceedings initiated against us by such person without the authorization of our board of directors.
In addition, Paragraph 11 of the Certificate provides that directors and officers therein described shall be indemnified to the fullest extent permitted by Section 145 of the DGCL, or any successor provisions or amendments thereunder.
In the event that any such successor provisions or amendments provide indemnification rights broader than permitted prior thereto, Paragraph 11 of the Certificate allows such broader indemnification rights to apply retroactively with respect to any predating alleged action or inaction and also allows the indemnification to continue after an indemnitee has ceased to be our director or officer and to inure to the benefit of the indemnitees heirs, executors and administrators.
II-1
Paragraph 11 of the Certificate further provides that the right to indemnification is not exclusive of any other right that any indemnitee may have or thereafter acquire under any statute, the
Certificate, any agreement or vote of stockholders or disinterested directors or otherwise, and allows us to indemnify and advance expenses to any person whom the corporation has the power to
indemnify under the DGCL or otherwise. Each of the form of underwriting agreement to be filed as Exhibits 1.1, 1.2 and 1.3 hereto will provide for the indemnification of the registrant, its controlling persons, its directors and certain of
its officers by the underwriters against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors and officers and controlling persons pursuant to the foregoing provisions, we have been
advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. The Certificate authorizes us to purchase insurance for our directors and officers and persons who serve at our request as directors, officers, employees or agents of another corporation,
partnership, joint venture, trust or enterprise against any expense, liability or loss incurred in such capacity, whether or not we would have the power to indemnify such persons against such expense
or liability under the DGCL. We intend to maintain insurance coverage of our officers and directors as well as insurance coverage to reimburse us for potential costs of our corporate indemnification
of directors and officers. Item 16. Exhibits and Financial Statements Schedules. The exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference. Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
volume of senior debt securities offered (if the total dollar value of senior debt securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;
and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in
the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement; II-2
(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to
the senior debt securities offered therein, and the offering of such senior debt securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the senior debt securities being registered which remain unsold at the termination of the offering; (4) that, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser: (A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier date such form of prospectus is first used after effectiveness or the date of the first contract of sale of senior debt securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the senior debt securities in the registration statement to which the prospectus relates, and the offering of such senior debt
securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such effective date; (5) that, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the senior debt securities, the undersigned
registrant undertakes that in a primary offering of senior debt securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to
sell the senior debt securities to the purchaser, if the senior debt securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such senior debt securities to such purchaser: (i) any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its senior debt securities provided by
or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in II-3
the registration statement shall be deemed to be a new registration statement relating to the senior debt securities offered therein, and the offering of such senior debt securities at that time shall be
deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth in
response to Item 15, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the senior debt securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. II-4
SIGNATURES 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-
3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST DIAGNOSTICS INCORPORATED
By:
/s/ Surya N. Mohapatra Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title /s/ Surya N. Mohapatra Chairman of the Board, President and Chief Executive Officer Senior Vice President and Chief Financial Officer Vice President, Corporate Controller and Chief Accounting Officer Director Director Director Director Director II-5
Name: Surya N. Mohapatra, Ph.D.
Title: Chairman of the Board, President
and Chief Executive Officer
Signature
Surya N. Mohapatra, Ph.D.
and Director (principal executive officer)
/s/ Robert A. Hagemann
Robert A. Hagemann
(principal financial officer)
/s/ Thomas F. Bongiorno
Thomas F. Bongiorno
(principal accounting officer)
/s/ John C. Baldwin
John C. Baldwin, MD.
/s/ Jenne K. Britell
Jenne K. Britell, Ph.D.
/s/ William F. Buehler
William F. Buehler
/s/ Rosanne Haggerty
Rosanne Haggerty
/s/ Gary M. Pfeiffer
Gary M. Pfeiffer
Title /s/
Daniel C. Stanzione Director Director Director II-6
Signature
Daniel C.
Stanzione, Ph.D.
/s/
Gail R. Wilensky
Gail R. Wilensky,
Ph.D
/s/
John B. Ziegler
John B. Ziegler
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS HOLDINGS
INCORPORATED By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-7
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N. Mohapatra,
Ph.D.
/s/
Robert A. Hagemann
Robert A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS CLINICAL By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-8
LABORATORIES, INC.
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS NICHOLS INSTITUTE By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-9
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS INCORPORATED (NV) By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-10
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS INCORPORATED (MD) By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-11
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS LLC (IL) By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-12
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS LLC (CT) By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-13
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS LLC (MA) By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-14
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS INCORPORATED (MI) By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-15
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS OF PENNSYLVANIA INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-16
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AML
INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-17
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERICAN
MEDICAL LABORATORIES INCORPORATED By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-18
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. APL
PROPERTIES LIMITED LIABILITY COMPANY By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-19
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. METWEST
INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-20
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. NICHOLS
INSTITUTE DIAGNOSTICS By: /s/ John G. Hurrell
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Director Vice
President and Director II-21
Name: John
G. Hurrell
Title: President
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. QUEST
DIAGNOSTICS NICHOLS INSTITUTE, INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-22
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. DPD
HOLDINGS, INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-23
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. DIAGNOSTIC
REFERENCE SERVICES INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-24
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. PATHOLOGY
BUILDING PARTNERSHIP By:
Quest Diagnostics Incorporated (MD) By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-25
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Athens, State of Georgia, on June 18, 2007. QUEST
DIAGNOSTICS INVESTMENTS INCORPORATED By: /s/ Robert S.
Galen
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Robert S. Galen President
and Director Director II-26
Name: Robert
S. Galen
Title: President
Signature
Robert S.
Galen
/s/
Louis M. Heidelberger
Louis
M. Heidelberger
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Athens, State of Georgia, on June 18, 2007. QUEST
DIAGNOSTICS FINANCE INCORPORATED By: /s/ Robert S.
Galen
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Robert S. Galen President
and Director Director II-27
Name: Robert
S. Galen
Title: President
Signature
Robert S.
Galen
/s/
Louis M. Heidelberger
Louis
M. Heidelberger
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. UNILAB
CORPORATION By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-28
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. FNA
CLINICS OF AMERICA, INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-29
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. LABONE,
INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director Director II-30
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
/s/
Catherine T. Doherty
Catherine
T. Doherty
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. EXAMONE
WORLD WIDE, INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-31
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. EXAMONE
WORLD WIDE OF NJ, INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-32
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. CENTRAL
PLAINS HOLDINGS, INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-33
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. CENTRAL
PLAINS LABORATORIES, LLC By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-34
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. LABONE
OF OHIO, INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-35
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. OSBORN GROUP INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-36
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. SYSTEMATIC
BUSINESS SERVICES, INC. By: /s/ Surya N. Mohapatra
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Chief
Executive Officer and Director Vice
President and Director II-37
Name: Surya
N. Mohapatra, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. FOCUS
TECHNOLOGIES HOLDING COMPANY By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Director Director II-38
Name: Joan
E. Miller
Title: President
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Joan E. Miller
Joan
E. Miller
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. FOCUS DIAGNOSTICS, INC.
/s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller Director II-39
By:
Name: Joan E. Miller
Title: President
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. ENTERIX
INC. By: /s/ Paul Rust
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities and on the dates as indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Director Vice
President and Director II-40
Name: Paul
Rust
Title: President
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Robert A. Hagemann
Robert
A. Hagemann
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. By: /s/ Paul Rust
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Director Director II-42
HEMOCUE,
INC.
Name: Paul
Rust
Title: President
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Paul Rust
Paul
Rust
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH, INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-43
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH CONSOLIDATED LABS, INC. By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-44
Name: Joan E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH FLORIDA, LLC By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Director of AmeriPath, Inc., the sole member of AmeriPath Florida, LLC.
/s/ Joan E. Miller
Director of AmeriPath, Inc., the sole member of AmeriPath Florida, LLC. II-45
Name: Joan E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH HOSPITAL SERVICES FLORIDA, LLC By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath Hospital Services Florida, LLC.
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath Hospital Services Florida, LLC. II-46
Name: Joan E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH INDIANA, LLC By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath Indiana, LLC
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath Indiana, LLC II-47
Name: Joan E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH KENTUCKY, INC. By: /s/Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-48
Name: Joan E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH MARKETING USA, INC. By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-49
Name: Joan E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH
MICHIGAN, INC. By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
II-50
Name: Joan E.
Miller, Ph.D
Title: Chief Executive Officer
Signature
/s/
Surya N. Mohapatra
Director
Surya
N. Mohapatra, Ph.D.
/s/
Joan E. Miller
Director
Joan
E. Miller, Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH
MISSISSIPPI, INC. By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
II-51
Name: Joan E.
Miller, Ph.D
Title: Chief Executive Officer
Signature
/s/
Surya N. Mohapatra
Director
Surya
N. Mohapatra, Ph.D.
/s/
Joan E. Miller
Director
Joan
E. Miller, Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH
NEW YORK, LLC By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
II-52
Name: Joan E.
Miller, Ph.D
Title: Chief Executive Officer
Signature
/s/
Surya N. Mohapatra
Director
of AmeriPath, Inc., the sole member of AmeriPath
New
York, LLC
Surya
N. Mohapatra, Ph.D.
/s/
Joan E. Miller
Director
of AmeriPath, Inc., the sole member of AmeriPath
New
York, LLC
Joan
E. Miller, Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH
NORTH CAROLINA, INC. By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
II-53
Name: Joan E.
Miller, Ph.D
Title: Chief Executive Officer
Signature
/s/
Surya N. Mohapatra
Director
Surya
N. Mohapatra, Ph.D.
/s/
Joan E. Miller
Director
Joan
E. Miller, Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH
OHIO, INC. By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
II-54
Name: Joan E.
Miller, Ph.D
Title: Chief Executive Officer
Signature
/s/
Surya N. Mohapatra
Director
Surya
N. Mohapatra, Ph.D.
/s/
Joan E. Miller
Director
Joan
E. Miller, Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH PENNSYLVANIA, LLC
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath II-55
By:
Title: Chief Executive Officer
Signature
Pennsylvania, LLC
Pennsylvania, LLC
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH PHILADELPHIA, INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-56
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH SC, INC. By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-57
Name: Joan E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH TEXAS, LP. By: AmeriPath, LLC By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath LLC, the general partner of AmeriPath Texas, L.P
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath LLC, the general partner of AmeriPath Texas, L.P II-58
Name: Joan E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH YOUNGSTOWN LABS, INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-59
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH WISCONSIN, LLC
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath Wisconsin, LLC
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath Wisconsin, LLC II-60
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. AMERIPATH, LLC
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath, LLC
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of AmeriPath, Inc., the sole member of AmeriPath, LLC II-61
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007.
/s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Director
/s/ Joan E. Miller
Director II-62
ANATOMIC
PATHOLOGY SERVICES, INC.
By:
Title: Chief Executive Officer
Signature
Surya
N. Mohapatra, Ph.D.
Joan
E. Miller, Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of AmeriPath, Inc., the sole member of API No. 2, LLC
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of Ameripath, Inc., the sole member of API No. 2, LLC II-63
API
NO. 2, LLC
By:
/s/ Joan E. Miller
Name: Joan E. Miller,
Ph.D.
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. ARIZONA PATHOLOGY GROUP, INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-64
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. DERMATOPATHOLOGY SERVICES, INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-65
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. DIAGNOSTIC PATHOLOGY MANAGEMENT
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of AmeriPath, Inc., the sole member of Diagnostic
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of AmeriPath, Inc., the sole member of Diagnostic II-66
SERVICES, LLC
By:
Title: Chief Executive Officer
Signature
Pathology Management Services, LLC
Pathology Management Services, LLC
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. KAILASH B. SHARMA, M.D., INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-67
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. OCMULGEE MEDICAL PATHOLOGY
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-68
ASSOCATION, INC.
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. II-69
OQUINN MEDICAL
PATHOLOGY
ASSOCIATION, LLC
By:
/s/ Joan E. Miller
Name: Joan E. Miller,
Ph.D.
Title: Chief Executive
Officer
Signature
Title
/s/ Surya N. Mohapatra
Director
of AmeriPath, Inc., the sole member of OQuinn Medical
Pathology Association, LLC
Surya
N. Mohapatra, Ph.D.
/s/ Joan E. Miller
Director
of AmeriPath, Inc., the sole member of OQuinn Medical
Pathology Association, LLC
Joan E. Miller,
Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. II-70
PCA
OF DENVER, INC.
By:
/s/ Joan
E. Miller
Name: Joan E. Miller,
Ph.D.
Title: Chief Executive
Officer
Signature
Title
/s/ Surya N. Mohapatra
Director
Surya
N. Mohapatra, Ph.D.
/s/ Joan E. Miller
Director
Joan E. Miller,
Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. II-71
PCA
OF NASHVILLE, INC.
By:
/s/ Joan
E. Miller
Name: Joan E. Miller,
Ph.D.
Title: Chief Executive
Officer
Signature
Title
/s/ Surya N. Mohapatra
Director
Surya
N. Mohapatra, Ph.D.
/s/ Joan E. Miller
Director
Joan E. Miller,
Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. PETER G. KLACSMANN, M.D., INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-72
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. REGIONAL PATHOLOGY CONSULTANTS,
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of Strigen, Inc., the sole member of Regional Pathology
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of Strigen, Inc., the sole member of Regional Pathology II-73
LLC
By:
Title: Chief Executive Officer
Signature
Consultants, LLC
Consultants, LLC
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. ROCKY MOUNTAIN PATHOLOGY, LLC
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director of Strigen, Inc., the sole member of Rocky Mountain Pathology, LLC
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director of Strigen, Inc., the sole member of Rocky Mountain Pathology, LLC II-74
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. SHARON G. DASPIT, M.D., INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-75
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. SHOALS PATHOLOGY ASSOCIATES, INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-76
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. SPECIALTY LABORATORIES, INC. By: /s/ Joan E. Miller
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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. Title /s/
Surya N. Mohapatra Director Director II-77
Name: Joan
E. Miller, Ph.D.
Title: Chief Executive Officer
Signature
Surya N.
Mohapatra, Ph.D.
/s/
Joan E. Miller
Joan
E. Miller, Ph.D.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. STRIGEN, INC.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-78
By:
Title: Chief Executive Officer
Signature
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and
have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of New Jersey, on June 18, 2007. TID ACQUISITION CORP.
/s/ Joan E. Miller
Name: Joan E. Miller, Ph.D. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 18, 2007 by the following persons in the capacities indicated. Each individual whose signature appears below constitutes and appoints Michael E. Prevoznik and Leo C. Farrenkopf, 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.
Title
/s/ Surya N. Mohapatra Surya N. Mohapatra, Ph.D. Director
/s/ Joan E. Miller
Joan E. Miller, Ph.D. Director II-79
By:
Title: Chief Executive Officer
Signature
EXHIBIT INDEX
Exhibit
Description of Exhibit *1.1
Form of Underwriting Agreement for Debt Securities. 3.1
Restated Certificate of Incorporation of Quest Diagnostics Incorporated (filed as an
exhibit to the Companys current report on Form 8-K dated May 31, 2001 and
incorporated herein by reference). 3.2
Certification of Amendment to Restated Certificate of Incorporation of Quest Diagnostics
Incorporated (filed as an Exhibit to the Companys quarterly report on Form 10-Q for the
quarter ended June 30, 2006 and incorporated herein by reference). 3.3
Amended and Restated By-Laws of Quest Diagnostics Incorporated (filed as an exhibit to
the Companys 2000 annual report on Form 10-K and incorporated herein by reference). 4.1
Indenture dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and
the Trustee (filed as an Exhibit to the Companys current report on Form 8-K (Date of
Report: June 27, 2001) and incorporated herein by reference). 4.2
First Supplemental Indenture, dated as of June 27, 2001, among the Company, the
Subsidiary Guarantors, and the Trustee to the Indenture (filed as an Exhibit to the
Companys current report on Form 8-K (Date of Report: June 27, 2001) and incorporated
herein by reference). 4.3
Second Supplemental Indenture, dated as of November 26, 2001, among the Company,
the Subsidiary Guarantors, and the Trustee to the Indenture (filed as an Exhibit to the
Companys current report on Form 8-K (Date of Report: November 26, 2001) and
incorporated herein by reference). 4.4
Third Supplemental Indenture, dated as of April 4, 2002, among Quest Diagnostics, the
Additional Subsidiary Guarantors, and the Trustee to the Indenture (filed as an Exhibit
to the Companys current report on Form 8-K (Date of Report: April 1, 2002) and
incorporated herein by reference). 4.5
Fourth Supplemental Indenture dated as of March 19, 2003, among Unilab Corporation
(f/k/a Quest Diagnostics Newco Incorporated), Quest Diagnostics Incorporated, The Bank
of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Companys
quarterly report on Form 10-Q for the quarter ended March 31, 2003 and incorporated
herein by reference). 4.6
Fifth Supplemental Indenture dated as of April 16, 2004, among Unilab Acquisition
Corporation (d/b/a FNA Clinics of America), Quest Diagnostics Incorporated, The Bank
of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Companys
quarterly report on Form 10-Q for the quarter ended March 31, 2004 and incorporated
herein by reference). 4.7
Sixth Supplemental Indenture dated as of October 31, 2005, among Quest Diagnostics
Incorporated, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit
to the Companys current report on Form 8-K (Date of Report: October 31, 2005) and
incorporated herein by reference). 4.8
Seventh Supplement Indenture dated as of November 21, 2005, among Quest Diagnostics
Incorporated, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit
to the Companys current report on Form 8-K (Date of Report: November 21, 2005) and
incorporated herein by reference). 4.9
Eighth Supplemental Indenture, dated as of July 31, 2006, among the Company, The
Bank of New York and the Subsidiary Guarantors (filed as an Exhibit to the Companys
current report on Form 8-K (Date of Report: August 2, 2006) and incorporated herein by
reference). E-1
Number
Exhibit
Description of Exhibit 4.10
Ninth Supplemental Indenture, dated as of September 30, 2006, among the Company, The
Bank of New York and the Subsidiary Guarantors (filed as an Exhibit to the Companys
current report on Form 8-K (Date of Report: October 4, 2006) and incorporated herein
by reference). 5.1
Opinion of Shearman & Sterling LLP. 12.1
Computation of Ratio of Earnings to Fixed Charges. 23.1
Consent of Shearman & Sterling LLP (included in Exhibit 5.1). 23.2
Consent of PricewaterhouseCoopers LLP as Independent Registered Public Accounting
Firm for Quest Diagnostics Incorporated. 23.3
Consent of Ernst & Young LLP. 24.1
Powers of Attorney (included in signature pages). 25.1
Form T-1 Statement of Eligibility of the Senior Indenture Trustee.
*
Executed versions of this document will, if applicable, be filed by current report on Form 8-K after the issuance of the securities to which they relate. Filed herewith. E-2
Number
Exhibit 5.1
[Letterhead of Shearman & Sterling LLP]
June 19, 2007
The Board of Directors
Quest Diagnostics Incorporated
1290 Wall Street West
Lyndhurst, NJ 07071
Ladies and Gentlemen:
We have acted as counsel to Quest Diagnostics Incorporated, a Delaware corporation (the Company), in connection with the preparation and filing by the Company of a registration statement on Form S-3 (the Registration Statement) with the Securities and Exchange Commission relating to the offering from time to time, pursuant to Rule 415 of the Securities Act of 1933, as amended (the Securities Act), of (i) one or more series of debt securities of the Company (the Debt Securities) and (ii) guarantees of such Debt Securities (the Guarantees and, together with the Debt Securities, the Securities) by certain subsidiaries of the Company, as specified in the Registration Statement (the Subsidiary Guarantors). The offering of the Securities will be as set forth in the prospectus contained in the Registration Statement (the Prospectus), as supplemented by one or more supplements to the Prospectus (each, a Prospectus Supplement).
The Securities will be issued in one or more series pursuant to an indenture, dated as of June 27, 2001 (the Base Indenture) among the Company, the Guarantors (as defined herein) and The Bank of New York, as trustee (the Trustee), as supplemented by a first supplemental indenture, dated as of June 27, 2001, among the Company, the Initial Subsidiary Guarantors (as defined therein) party thereto as guarantors, 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 Guarantors and the Trustee, as further supplemented by a seventh supplemental indenture dated November 21, 2005, among the Company, the additional Subsidiary Guarantors (as defined therein) and the Trustee, as further supplemented by an eighth supplemental indenture dated July 31, 2006, among the Company, the additional Subsidiary Guarantors (as defined therein) and the Trustee, as further supplemented by the ninth supplemental indenture dated September 30, 2006, among the Company, the additional Subsidiary Guarantors (as defined therein) and the Trustee (collectively, the Indenture).
In that connection, we have reviewed originals or copies of the:
|
(a) |
The Indenture. |
|
(b) |
A specimen of the Debt Securities. |
|
(c) |
A specimen of the Guarantees. |
The documents described in the foregoing clauses (a) through (c) of this paragraph are collectively referred to herein as the Opinion Documents.
We have also reviewed the following:
|
(a) |
The Registration Statement. |
|
(b) |
The Prospectus. |
We have also reviewed 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 review of the Opinion Documents and other documents, and otherwise for the purposes of this opinion, we have assumed:
|
(a) |
The genuineness of all signatures. |
|
(b) |
The authenticity of the originals of the documents submitted to us. |
(c) | The conformity to authentic originals of any documents submitted to us as copies. | |
(d) | As to matters of fact, the truthfulness of the representations made in the Opinion Documents and in certificates of public officials and officers of the Company and the Subsidiary Guarantors | |
(e) | That the Opinion Documents are the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against each such party, other than the Company and the Subsidiary Guarantors, in accordance with its terms. | |
(f) | That: |
.
|
2 |
(i) Each
of the Company and the Subsidiary Guarantors is duly organized and validly
existing under the laws of the jurisdiction of its organization.
(ii) Each
of the Company and the Subsidiary Guarantors has the full power to execute,
deliver and perform, and has duly executed and delivered, the Opinion
Documents to which it is a party
(iii) The
execution, delivery and performance by the Company and each of the Subsidiary
Guarantors of the Opinion Documents to which it is a party have been
duly authorized by all necessary action (corporate or otherwise) and
do not:
(A) contravene
its certificate or articles of incorporation, bylaws or other organizational
documents;
(B) violate any law, rule or regulation applicable to
it; or
(C) result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.
(iv) No authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any of the Company or the Subsidiary Guarantors of any of the Opinion Documents to which it is a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.
We have not independently established the validity of the foregoing assumptions.
Generally Applicable Law means the federal law of the United States of America, and the law of the State of New York (including the rules and regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company or the Guarantors, the Opinion Documents or the transactions governed by the Opinion Documents, the term Generally Applicable Law does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of any party to any of the Opinion Documents or any of its affiliates.
Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the assumptions and qualifications set forth herein, we are of the opinion that,
1. The Indenture constitutes a legal, valid and binding agreement of the Company and each of the Subsidiary Guarantors, enforceable against the Company and each of the Subsidiary Guarantors in accordance with its terms.
|
3 |
2. When (i) the Debt Securities have been duly authorized, (ii) the final terms thereof have been duly established and approved and (iii) the Debt Securities have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to and paid for by the purchasers thereof, the Debt Securities will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with the terms thereof and will be entitled to the benefits of the Indenture.
3. When (i) the Guarantees have been duly authorized (ii) the final terms thereof have been duly established and approved, (iii) the Guarantees have been duly executed and delivered by each of the Subsidiary Guarantors in accordance with the Indenture and (iv) the Debt Securities have been authenticated by the Trustee in accordance with the Indenture, the Guarantees will constitute legal, valid and binding obligation of the Subsidiary Guarantors enforceable against the Subsidiary Guarantors in accordance with the terms thereof and will be entitled to the benefits of the Indenture.
4. Our opinions expressed above are subject to the following qualifications:
(a) Our opinions in paragraphs 1, 2 and 3 above are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally (including without limitation all laws relating to fraudulent transfers).
(b) Our opinions in paragraphs 1, 2 and 3 above are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
(c) Our opinions are limited to Generally Applicable Law, and we do not express any opinion herein concerning any other law.
This opinion letter is rendered to you in connection with the preparation and filing of the Registration Statement. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.
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 therein.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading Legal Matters in the Prospectus.
Very truly yours,
/s/ Shearman & Sterling LLP
|
4 |
STG/MM/MR/SM
LSN
|
5 |
Exhibit 12.1
QUEST DIAGNOSTICS INCORPORATED
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS, EXCEPT RATIOS)
|
|
|
|
|
|
|
|
|
|
|
|
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||||||||||||||||||||||||||||||
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For The |
Year Ended December 31, |
||||||||||||||||||||||||||||||||||||||||
2007 |
2006 |
2005 |
2004 |
2003 |
2002 |
|||||||||||||||||||||||||||||||||||||
Income from continuing operations before taxes, equity earnings and minority share of income |
|
$ |
|
176,273 |
|
$ |
|
1,028,161 |
|
$ |
|
941,498 |
|
$ |
|
822,880 |
|
$ |
|
725,920 |
|
$ |
|
531,469 |
||||||||||||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Distributed income from less than 50% owned companies |
|
5,300 |
|
26,411 |
|
25,492 |
|
21,973 |
|
13,881 |
|
17,034 |
||||||||||||||||||||||||||||||
Fixed charges |
|
41,428 |
|
147,133 |
|
108,751 |
|
103,725 |
|
100,312 |
|
88,997 |
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Earnings from continuing operations before taxes and fixed charges, as adjusted |
|
$ |
|
223,001 |
|
$ |
|
1,201,705 |
|
$ |
|
1,075,741 |
|
$ |
|
948,578 |
|
$ |
|
840,113 |
|
$ |
|
637,500 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Fixed charges: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Interest expense |
|
$ |
|
28,168 |
|
$ |
|
96,997 |
|
$ |
|
63,266 |
|
$ |
|
60,464 |
|
$ |
|
61,064 |
|
$ |
|
57,707 |
||||||||||||||||||
Portion of rent expense which represents interest factor |
|
13,260 |
|
50,136 |
|
45,485 |
|
43,261 |
|
39,248 |
|
31,290 |
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Total fixed charges |
|
$ |
|
41,428 |
|
$ |
|
147,133 |
|
$ |
|
108,751 |
|
$ |
|
103,725 |
|
$ |
|
100,312 |
|
$ |
|
88,997 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Ratio of earnings to fixed charges |
|
5.4x |
|
8.2x |
|
9.9x |
|
9.2x |
|
8.4x |
|
7.2x |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 28, 2007 relating to the financial statements, financial statement schedule, managements assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Quest Diagnostics Incorporateds Annual Report on Form 10-K for the year ended December 31, 2006. We also consent to the references to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 19, 2007
Exhibit 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption Experts and to the use of our report dated March 23, 2007, with respect to the consolidated financial statements of AmeriPath, Inc. incorporated by reference in this Registration Statement (on Form S-3) and related Prospectus Supplement of Quest Diagnostics Incorporated for the registration of debt securities.
/s/ Ernst & Young LLP
Certified Public Accountants
West Palm Beach, FL
June 15, 2007
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York |
13-5160382 |
One Wall Street, New
York, N.Y. |
10286 |
___________________________
QUEST DIAGNOSTICS INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware |
16-1387862 |
TABLE OF ADDITIONAL REGISTRANTS
Name |
State or other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
|
|
|
American Medical Laboratories, Incorporated |
Delaware |
54-1983356 |
AmeriPath Consolidated Labs, Inc. |
Florida |
26-0003506 |
AmeriPath Florida, LLC |
Delaware |
65-0641688 |
AmeriPath Hospital Services Florida, LLC |
Delaware |
16-1702356 |
AmeriPath Indiana, LLC |
Indiana |
35-1937874 |
AmeriPath Kentucky, Inc. |
Kentucky |
62-1373947 |
AmeriPath Marketing USA, Inc. |
Florida |
65-1064707 |
AmeriPath Michigan, Inc. |
Michigan |
38-1880648 |
AmeriPath Mississippi, Inc. |
Mississippi |
64-0504003 |
AmeriPath New York, LLC |
Delaware |
65-0819138 |
AmeriPath North Carolina, Inc. |
North Carolina |
56-1272454 |
AmeriPath Ohio, Inc. |
Delaware |
31-1483746 |
AmeriPath Pennsylvania, LLC |
Pennsylvania |
25-1680680 |
AmeriPath Philadelphia, Inc. |
New Jersey |
22-2163419 |
AmeriPath SC, Inc. |
South Carolina |
11-3680559 |
AmeriPath Texas, LP |
Delaware |
75-2530066 |
AmeriPath Wisconsin, LLC |
Wisconsin |
39-1091107 |
AmeriPath Youngstown Labs, Inc. |
Ohio |
34-1767704 |
AmeriPath, Inc. |
Delaware |
65-0642485 |
AmeriPath, LLC |
Delaware |
65-1046888 |
AML Inc. |
Delaware |
54-1847385 |
Anatomic Pathology Services, Inc. |
Oklahoma |
73-1563221 |
API No. 2, LLC |
Delaware |
65-1046886 |
APL Properties Limited Liability Company |
Nevada |
86-0864218 |
Arizona Pathology Group, Inc. |
Arizona |
86-0864486 |
Central Plains Holdings, Inc. |
Kansas |
48-1219588 |
Central Plains Laboratories, LLC |
Kansas |
48-1218417 |
Dermatopathology Services, Inc. |
Alabama |
63-0984892 |
Diagnostic Pathology Management Services, LLC |
Oklahoma |
73-1402878 |
Diagnostic Reference Services Inc. |
Maryland |
22-3479439 |
DPD Holdings, Inc. |
Delaware |
93-0988106 |
Enterix Inc. |
Delaware |
01-0529545 |
ExamOne World Wide of NJ, Inc. |
New Jersey |
22-2127674 |
ExamOne World Wide, Inc. |
Pennsylvania |
23-2057350 |
FNA Clinics of America, Inc. |
Delaware |
46-0466856 |
Focus Diagnostics, Inc. |
Delaware |
52-1604494 |
Focus Technologies Holding Company |
Delaware |
52-1445953 |
HemoCue, Inc. |
California |
33-0882550 |
Kailash B. Sharma, M.D., Inc. |
Georgia |
58-1416059 |
- 2 -
LabOne of Ohio, Inc. |
Delaware |
20-0310967 | |
LabOne, Inc. |
Missouri |
43-1039532 | |
MedPlus, Inc. |
Ohio |
48-1094982 | |
MetWest Inc. |
Delaware |
33-0363116 | |
Nichols Institute Diagnostics |
California |
95-2955451 | |
Ocmulgee Medical Pathology Association, Inc. |
Georgia |
58-1267100 | |
O'Quinn Medical Pathology Association, LLC |
Georgia |
58-1303376 | |
Osborn Group Inc. |
Delaware |
48-1045507 | |
Pathology Building Partnership |
Maryland |
51-1188454 | |
PCA of Denver, Inc. |
Tennessee |
62-1721242 | |
PCA of Nashville, Inc. |
Tennessee |
62-1729315 | |
Peter G. Klacsmann, M.D., Inc. |
Georgia |
58-1441090 | |
Quest Diagnostics Clinical Laboratories, Inc. |
Delaware |
38-2084239 | |
Quest Diagnostics Finance Incorporated |
Delaware |
51-0390179 | |
Quest Diagnostics Holdings Incorporated |
Delaware |
23-2324658 | |
Quest Diagnostics Incorporated (MD) |
Maryland |
52-0890739 | |
Quest Diagnostics Incorporated (MI) |
Michigan |
38-1882750 | |
Quest Diagnostics Incorporated (NV) |
Nevada |
88-0099333 | |
Quest Diagnostics Investments Incorporated |
Delaware |
51-0314231 | |
Quest Diagnostics LLC (CT) |
Connecticut |
06-1460613 | |
Quest Diagnostics LLC (IL) |
Illinois |
36-4257926 | |
Quest Diagnostics LLC (MA) |
Massachusetts |
04-3248020 | |
Quest Diagnostics Nichols Institute (f/k/a Quest Diagnostics Incorporated) (CA) |
California |
95-2701802 | |
Quest Diagnostics Nichols Institute, Inc. |
Virginia |
54-0854787 | |
Quest Diagnostics of Pennsylvania Inc. |
Delaware |
22-3137283 | |
Regional Pathology Consultants, LLC |
Utah |
87-0559208 | |
Rocky Mountain Pathology, LLC |
Utah |
87-0526913 | |
Sharon G. Daspit, M.D., Inc. |
Georgia |
58-1626140 | |
Shoals Pathology Associates, Inc. |
Alabama |
63-0700856 | |
Specialty Laboratories, Inc. |
California |
95-2961036 | |
Strigen, Inc. |
Utah |
87-0651722 | |
Systematic Business Services, Inc. |
Missouri |
43-1336549 | |
TID Acquisition Corp. |
Delaware |
22-3620117 | |
Unilab Corporation |
Delaware |
71-0897031 | |
|
| ||
___________________________
Senior Debt Securities
(Title of the indenture securities)
- 3 -
1. |
General information. Furnish the following information as to the Trustee: |
|
(a) |
Name and address of each examining or supervising authority to which it is subject. | |
Name | Address | ||
Superintendent of Banks of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | ||
Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 | ||
Federal Deposit Insurance Corporation | Washington, D.C. 20429 | ||
New York Clearing House Association | New York, New York 10005 | ||
|
(b) |
Whether it is authorized to exercise corporate trust powers. |
Yes. |
2. |
Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation. | |
None. |
16. |
List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). |
|
1. |
A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.) |
|
4. |
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.) |
- 4 -
|
6. |
The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.) |
|
7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 5 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 18th day of June, 2007.
THE BANK OF NEW YORK | ||||
By: | /S/ | FRANCA M. FERRERA | ||
Name: | FRANCA M. FERRERA | |||
Title: | ASSISTANT VICE PRESIDENT |
- 6 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS |
Dollar
Amounts |
Cash and balances due from depository institutions: |
|
Noninterest-bearing balances and currency and coin |
1,859,000 |
Interest-bearing balances |
12,315,000 |
Securities: |
|
Held-to-maturity securities |
1,572,000 |
Available-for-sale securities |
20,948,000 |
Federal funds sold and securities purchased under agreements to resell: |
|
Federal funds sold in domestic offices |
491,000 |
Securities purchased under agreements to resell |
153,000 |
Loans and lease financing receivables: |
|
Loans and leases held for sale |
0 |
Loans and leases, net of unearned income |
31,479,000 |
LESS: Allowance for loan and lease losses |
289,000 |
Loans and leases, net of unearned income and allowance |
31,190,000 |
Trading assets |
3,171,000 |
Premises and fixed assets (including capitalized leases) |
844,000 |
Other real estate owned |
2,000 |
Investments in unconsolidated subsidiaries and associated companies |
340,000 |
Not applicable |
|
Intangible assets: |
|
Goodwill |
2,714,000 |
Other intangible assets |
966,000 |
Other assets |
7,043,000 |
Total assets |
83,608,000 |
LIABILITIES |
|
Deposits: |
|
In domestic offices |
26,775,000 |
Noninterest-bearing |
16,797,000 |
Interest-bearing |
9,978,000 |
In foreign offices, Edge and Agreement subsidiaries, and IBFs |
33,309,000 |
Noninterest-bearing |
702,000 |
Interest-bearing |
32,607,000 |
Federal funds purchased and securities sold under agreements to repurchase: |
|
Federal funds purchased in domestic offices |
712,000 |
Securities sold under agreements to repurchase |
129,000 |
Trading liabilities |
2,321,000 |
Other
borrowed money: |
3,621,000 |
Not applicable |
|
Not applicable |
|
Subordinated notes and debentures |
2,255,000 |
Other liabilities |
5,933,000 |
Total liabilities |
75,055,000 |
Minority interest in consolidated subsidiaries |
161,000 |
EQUITY CAPITAL |
|
Perpetual preferred stock and related surplus |
0 |
Common stock |
1,135,000 |
Surplus (exclude all surplus related to preferred stock) | 2,143,000 |
Retained earnings |
5,430,000 |
Accumulated other comprehensive income |
-316,000 |
Other equity capital components |
0 |
Total equity capital |
8,392,000 |
Total liabilities, minority interest, and equity capital |
83,608,000 |
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Thomas A. Renyi Catherine A. Rein
|
Directors |