8-K 1 y96329e8vk.htm FISHER SCIENTIFIC INTERNATIONAL INC. FISHER SCIENTIFIC INTERNATIONAL INC.
Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

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

Date of Report (Date of earliest event reported): April 16, 2004


FISHER SCIENTIFIC INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

     
1-10920
(Commission File No.)
  02-0451017
(I.R.S. Employer Identification No.)
     
One Liberty Lane, Hampton, New Hampshire
(Address of principal executive offices)
  03842
(Zip Code)

(603) 926-5911
(Registrant’s telephone number, including area code)



 


TABLE OF CONTENTS

ITEM 5. OTHER EVENTS.
SIGNATURE
Exhibit List
AGREEMENT AND PLAN OF MERGER


Table of Contents

ITEM 5. OTHER EVENTS.

On April 16, 2004, Fisher Scientific International Inc. (“Fisher”) and Apogent Technologies Inc. (“Apogent”) amended and restated the Agreement and Plan of Merger entered into by them on March 17, 2004 (the “Merger Agreement”) to reflect certain technical changes made to the Merger Agreement. Under the terms of the Merger Agreement, Apogent shareholders will receive tax-free .56 shares of Fisher common stock for each share of Apogent common stock they own. Upon completion of the transaction, Fisher’s stockholders would own approximately 57 percent of the combined company, and Apogent’s shareholders would own approximately 43 percent. The companies anticipate that the transaction will be completed in the third quarter of the 2004 calendar year.

The foregoing summary of the Merger Agreement is subject to, and qualified in its entirety by, the Merger Agreement attached to this Form 8-K as Exhibit 2.1 and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.

(c)   Exhibits.

     
Exhibit 2.1
  Agreement and Plan of Merger by and among Fisher Scientific International Inc., Fox Merger Corporation and Apogent Technologies Inc., dated as of March 17, 2004, as amended on April 16, 2004.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

             
    Fisher Scientific International Inc.
 
           
Date: April 16, 2004   By:   /s/ Todd M. DuChene
       
 
      Name:   Todd M. DuChene
      Title:   Vice President, General Counsel and Secretary

 


Table of Contents

Exhibit List

     
Exhibit    
Number
  Description
Exhibit 2.1
  Agreement and Plan of Merger, dated as of March 17, 2004, as amended on April 16, 2004