S-3MEF 1 l92310mfs-3mef.txt FISHER SCIENTIFIC INTERNATIONAL INC. As filed with the Securities and Exchange Commission on February 13, 2002 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- FISHER SCIENTIFIC INTERNATIONAL INC. (Exact Name of Registrant as Specified in its Charter) Delaware 02-0451017 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) One Liberty Lane Hampton, New Hampshire 03842 (603) 926-5911 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Todd M. DuChene, Esq. Vice President, General Counsel and Secretary Fisher Scientific International Inc. One Liberty Lane Hampton, New Hampshire 03842 (603) 929-5911 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ------------ copies to: David E. Redlick, Esq. David J. Goldschmidt, Esq. Stuart R. Nayman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Hale and Dorr LLP Four Times Square 300 Park Avenue New York, New York 10036-6522 New York, New York 10022 (212) 735-3000 (212) 937-7200 ------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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, check the following box. [ ] 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. [X] 333-77046 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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Each Class of Securities Amount To Be Offering Price Aggregate Amount of To Be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee --------------------------------- ------------- ---------------- ----------------- ---------------- Common Stock, $.01 par value per share................... 747,500 shares $27.00 $20,182,500 $ 1,856.79
(1) Includes 97,500 shares which the Underwriters have the option to purchase from the selling stockholder to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933 based upon the public offering price of $27.00. EXPLANATORY NOTE AND INCORPORATION BY REFERENCE This registration statement is being filed with respect to the registration of additional shares of common stock, par value $.01 per share, of Fisher Scientific International Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-77046) are incorporated in this registration statement by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Hampton, State of New Hampshire, on this 12th day of February, 2002. Fisher Scientific International Inc. By: /s/ Todd M. DuChene --------------------------- Name: Todd M. DuChene Title: Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date _________*_________ Chairman of the Board and February 12, 2002 Paul M. Montrone Chief Executive Officer ________*_______ Vice Chairman of the Board February 12, 2002 Paul M. Meister _________*_______ Vice President and Chief February 12, 2002 Kevin P. Clark Financial Officer _________*______ Director February 12, 2002 Mitchell J. Blutt ___________*___________ Director February 12, 2002 Michael D. Dingman ___________*___________ Director February 12, 2002 Anthony J. Di Novi ___________*___________ Director February 12, 2002 Robert A. Day __________*___________ Director February 12, 2002 David V. Harkins __________*_________ Director February 12, 2002 Scott M. Sperling _________*__________ Director February 12, 2002 Kent R. Weldon *By: /s/ Todd M. DuChene ------------------------- Name: Todd M. DuChene Title: Attorney-in-Fact EXHIBIT INDEX Exhibit No. Description 5 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 23.1 -- Consent of Deloitte & Touche LLP 23.2 -- Consent of Deloitte & Touche LLP 23.3 -- Consent of Warady & Davis LLP 23.4 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5) 24 -- Powers of Attorney (incorporated by reference to the Registrant's Registration Statement on Form S-3 (File no. 333-77046))