-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qm/UbdXHqHquJlaQX/LOAUZrgSK+p13ddgQvsv+QFkrZfC8ZXAteDzbubexNNy3+ oqu9Qfc2WgWSvmxdByYYDQ== 0001209191-06-059376.txt : 20061114 0001209191-06-059376.hdr.sgml : 20061114 20061114173311 ACCESSION NUMBER: 0001209191-06-059376 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061109 FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER SCIENTIFIC INTERNATIONAL INC CENTRAL INDEX KEY: 0000880430 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 020451017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039265911 MAIL ADDRESS: STREET 1: LIBERTY LANE CITY: LIBEHAMPTON STATE: NH ZIP: 03842 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COPPOLA ROSANNE F CENTRAL INDEX KEY: 0001234603 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10920 FILM NUMBER: 061217175 BUSINESS ADDRESS: STREET 1: P O BOX 446 CITY: WILSON STATE: WY ZIP: 83014 BUSINESS PHONE: 3077392132 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2006-11-09 1 0000880430 FISHER SCIENTIFIC INTERNATIONAL INC FSH 0001234603 COPPOLA ROSANNE F LIBERTY LANE HAMPTON NH 03842 1 0 0 0 Common Stock 2006-11-09 4 D 0 500 D 0 D Common Stock 2006-11-09 4 D 0 2000 D 0 D Employee Stock Option (right to buy) 60.07 2006-11-09 4 D 0 10000 D 2015-05-06 Common Stock 10000 0 D Employee Stock Option (right to buy) 73.73 2006-11-09 4 D 0 10000 D 2016-05-05 Common Stock 10000 0 D Each share of issuer common stock was disposed of pursuant to the Agreement and Plan of Merger between Thermo Electron Corporation, Trumpet Merger Corporation and the issuer (the "Merger Agreement") in exchange for 2.0 shares of common stock of the surviving entity, Thermo Fisher Scientific Inc. ("Thermo Fisher"), on November 9, 2006, the effective date of the merger. Thermo Fisher stock had a market value of $45.03 per share on November 10, 2006, the first day Thermo Fisher stock was traded following the effective date of the merger. Each Restricted Stock Unit accrued under the issuer's 2005 Equity and Incentive Plan is the economic equivalent of one share of issuer common stock. The Restricted Stock Units were settled pursuant to the Merger Agreement for two shares of Thermo Fisher common stock on the effective date of the merger. This option (the "Original Option") was assumed by Thermo Fisher under the Merger Agreement and replaced with an option to purchase shares of Thermo Fisher common stock ("Substitute Option"). Under the Substitute Option: the number of option shares will equal the number of option shares under the Original Option, times the Exchange Ratio; and the exercise price will equal the exercise price under the Original Option, divided by the Exchange Ratio. The Exchange Ratio is 2.0. /s/ Carrie Kane as Attorney-in-Fact for Rosanne F. Coppola 2006-11-14 EX-24.4_158813 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all men by these presents that the undersigned hereby constitutes and appoints Mark D. Roellig and Carrie M. Kane his true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Fisher Scientific International Inc. (the "Company") Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such form with the United States Securities and Exchange Commission or any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorneys-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers granted herein. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of an transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 7th day of June, 2005. /s/ Rosanne F. Coppola - --------------------------------------- Rosanne F. Coppola -----END PRIVACY-ENHANCED MESSAGE-----