SCHEIN HENRY INC
POS AM, 1998-05-04
CATALOG & MAIL-ORDER HOUSES
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<PAGE>
   
    As filed with the Securities and Exchange Commission on May 4, 1998
    
                                                  Registration No. 333-50741

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Post-Effective Amendment No. 1

                                      to

                                    Form S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               Henry Schein, Inc.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                       <C>                               <C>
           Delaware                           135 Duryea Road                    11-3136595
(State or other jurisdiction of           Melville, New York 11747            (I.R.S. Employer
 incorporation or organization)                (516) 843-5500               Identification Number)
</TABLE>

                               Stanley M. Bergman
                            Chairman, Chief Executive
                              Officer and President
                               Henry Schein, Inc.
                                 135 Duryea Road
                            Melville, New York 11747
                                 (516) 843-5500
                   (Address, including zip code, and telephone
                         number, including area code, of
                    registrant's principal executive offices)

                                   Copies to:

 Robert A. Cantone, Esq.                       Mark E. Mlotek, Esq.
  Proskauer Rose LLP              Vice President, General Counsel and Secretary
    1585 Broadway                               Henry Schein, Inc.
New York, New York 10036                         135 Duryea Road
   (212) 969-3000                           Melville, New York 11747
                                                  (516) 843-5500

         Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this Registration
Statement.
         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

         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, other than securities offered in connection with
dividend or interest reinvestment plans, check the following box: /X/
         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: / /

<PAGE>
   
         This post-effective amendment is being filed for the purpose of
removing from registration the 7,350 Shares of Common Stock remaining unsold
as of the date hereof.
    

<PAGE>
                                   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 post
effective amendment to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Melville, State of
New York on May 4, 1998.
    
                                            Henry Schein, Inc.
   
                                            By: /S/ STANLEY M. BERGMAN
                                               --------------------------- 
                                               Stanley M. Bergman
                                               Chairman, Chief Executive
                                               Officer and President
    
         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.

   
<TABLE>
<CAPTION>
Signature                    Capacity                                           Date
- ---------                    --------                                           ----
<S>                          <C>                                               <C>
/s/ Stanley M. Bergman       Chairman, Chief Executive Officer,                May 4, 1998
- ----------------------       President and Director (principal
Stanley M. Bergman           executive officer)
                                       
        *                    Senior Vice President, Chief Financial            May 4, 1998
- -------------------          Officer and Director (principal financial and
Steven Paladino              accounting officer)       
                                    
        *                    Director                                          May 4, 1998
- -----------------------
Bruce J. Haber

        *                    Director                                          May 4, 1998
- -----------------------
James P. Breslawski

        *                    Director                                          May 4, 1998
- ----------------------
Gerald A. Benjamin

</TABLE>
    

<PAGE>
   
<TABLE>
<S>                          <C>                                               <C>
        *                    Director                                          May 4, 1998
- --------------------
Leonard A. David

        *                    Director                                          May 4, 1998
- ------------------
Mark E. Mlotek
</TABLE>
    

   
*By: /S/ STANLEY M. BERGMAN
     --------------------------- 
     Stanley M. Bergman
     Attorney-in-fact
    
                                     


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