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^*

DOERR CHRISTOPHER L

(Last)

(First)

(Middle)

PASSAGE PARTNERS LLC

900 CHEYENNE AVENUE, SUITE 100

(Street)

GRAFTON

53024-0210

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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		D		6,300	D	⁽¹⁾	0	D

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)
Stock Options (Right to Buy)	$19.1019	08/02/2004		D			14,959	01/30/1998	01/30/2008	Common Stock	14,959	⁽²⁾	0	D
Stock Options (Right to Buy)	$21.4583	08/02/2004		D			14,959	01/27/1999	01/27/2009	Common Stock	14,959	⁽²⁾	0	D
Stock Options (Right to Buy)	$18.4	08/02/2004		D			14,959	02/02/2000	02/02/2010	Common Stock	14,959	⁽²⁾	0	D
Stock Options (Right to Buy)	$21.575	08/02/2004		D			12,000	01/30/2001	01/30/2011	Common Stock	12,000	⁽²⁾	0	D
Stock Options (Right to Buy)	$25.1	08/02/2004		D			12,000	01/28/2002	01/28/2012	Common Stock	12,000	⁽²⁾	0	D
Stock Options (Right to Buy)	$16.67	08/02/2004		D			12,000	01/28/2003	01/28/2013	Common Stock	12,000	⁽²⁾	0	D
Stock Options (Right to Buy)	$26.84	08/02/2004		D			12,000	01/27/2004	01/27/2014	Common Stock	12,000	⁽²⁾	0	D

Explanation of Responses:

1. 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 Scientific International Inc. ("Fisher"), Fox Merger Corporation, a wholly owned subsidiary of Fisher ("Merger Sub"), and Apogent Technologies Inc. ("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.

2. 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).

Remarks:

	Gary J. Marmontello, Atty-in-Fact	08/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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