SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AHLGREN ROBERT V

(Last)

(First)

(Middle)

30 PENHALLOW STREET

(Street)

PORTSMOUTH

03801-3816

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APOGENT TECHNOLOGIES INC [ AOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO/Group President-Research

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/02/2004		F⁽¹⁾		7,935	D	$59.6	24,932⁽²⁾	D
Common Stock	08/02/2004		D		24,932	D	⁽³⁾	0	D
Common Stock	08/02/2004		D		483⁽⁴⁾	D	⁽³⁾	0	I	by 401 (k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$21.4584	08/02/2004		D			12,466	01/27/2003	01/27/2009	Common Stock	12,466	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$18.4004	08/02/2004		D			8,152	02/02/2004	02/02/2010	Common Stock	8,152	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$21.575	08/02/2004		D			7,648	⁽⁶⁾	01/30/2011	Common Stock	7,648	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$24.51	08/02/2004		D			25,000	⁽⁷⁾	05/18/2011	Common Stock	25,000	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$25.1	08/02/2004		D			45,000	⁽⁸⁾	01/28/2012	Common Stock	45,000	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$16.67	08/02/2004		D			125,000	⁽⁹⁾	01/28/2013	Common Stock	125,000	⁽⁵⁾	0	D

Explanation of Responses:

1. Withholding of shares to satisfy the tax withholding obligation associated with the vesting of 30,000 restricted stock units which is exempt under Rule 16b-3(c). The restricted stock units vested upon approval of the merger of Apogent Technologies Inc. ("Apogent") with Fisher Scientific International Inc. ("Fisher") by the Apogent stockholders.

2. Includes 1,369 shares acquired under Apogent's employee stock purchase plan since the date of which information was given in reporting person's most recent previous report. The information contained in this report is based on a plan statement dated May 31, 2004.

3. Disposed of pursuant to an Amended and Restated Agreement and Plan of Merger dated as of March 17, 2004, as amended on April 16, 2004, by and among Fisher, Fox Merger Corporation, a wholly owned subsidiary of Fisher ("Merger Sub"), and Apogent. Each Apogent share was converted into .56 shares of Fisher Common Stock having a market value of $59.60 per share on the effective date of the merger of Merger Sub with and into Apogent (the "Merger"), and Apogent became a wholly owned subsidiary of Fisher.

4. Includes any shares of common stock acquired under the 401 (k) Plan in transactions exempt from Section 16(b) pursuant to Rule 16b-3(c) since the date as of which information was given in the reporting person's most recent previous report. The number of shares in the plan attributable to any one participant varies with the price of the common stock.

5. These options were assumed by Fisher in the Merger and became options to purchase Fisher common stock. The number of shares subject to each new Fisher option is equal to the number of shares subject to each Apogent option held immediately prior to the effective time of the Merger multiplied by .56 (rounded down to the nearest whole share), and the per share exercise price of each new Fisher option is equal to the exercise price per share of each Apogent option divided by .56 (rounded up to the nearest whole cent).

6. These options, which provided for vesting in four equal annual installments beginning on January 30, 2002, became fully exercisable upon approval of the Merger by the Apogent stockholders.

7. These options, which provided for vesting in four equal annual installments beginning on May 18, 2002, became fully exercisable upon approval of the Merger by the Apogent stockholders.

8. These options, which provided for vesting with respect to one fourth of the shares on January 28, 2003, and monthly thereafter in equal installments over the next thirty six months, became fully exercisable upon approval of the Merger by the Apogent stockholders.

9. These options, which provided for vesting with respect to one fourth of the shares on January 28, 2004, and monthly thereafter in equal installments over the next thirty six months, became fully exercisable upon approval of the Merger by the Apogent stockholders.

Remarks:

	Gary J. Marmontello, Atty-in-Fact	08/03/2004
	** Signature of Reporting Person	Date
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