As filed with the Securities and Exchange Commission on April 19, 2000
Registration No. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3136595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 Duryea Road
Melville, New York 11747
516-843-5500
(Address of principal executive offices) (Zip code)
HENRY SCHEIN, INC. 1994 STOCK OPTION PLAN
(Full title of the plan)
Michael Eltinger, Esq.
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
516-843-5500
(Name and address, and telephone number,
including area code, of agent for service)
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COPIES OF ALL COMMUNICATIONS TO:
Edward W. Scheuermann, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
212-969-3000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
======================= ===================== ===================== ===================== =====================
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering Registration
to be registered registered(1) per share(2) price(2) Fee
- ----------------------- --------------------- --------------------- --------------------- ---------------------
Common Stock,
par value $.01 2,900,000 shares $21.2482 $61,619,780 $16,268
======================= ===================== ===================== ===================== =====================
</TABLE>
(1) Represents the aggregate number of additional shares of the common
stock, par value $.01 (the "Common Stock"), of Henry Schein, Inc (the
"Company") issuable upon the exercise of the stock options granted or
to be granted under the Henry Schein, Inc. 1994 Stock Option Plan, as
amended (the "Plan"), pursuant to amendments to the Plan adopted at
the Company's 1998 Annual Meeting of Stockholders and 1999 Annual
Meeting of Stockholders.
(2) Represents a weighted average price, computed pursuant to Rule 457(h)
promulgated under the Securities Act, based on a weighted average
price per share of $23.5875 with respect to the shares of Common Stock
registered hereby that are the subject of outstanding options under
the Plan and, $15.03125, the average of the high and low sale prices
of the Common Stock as reported on the NASDAQ National Market on April
14, 2000, with respect to the granted shares of Common Stock
registered hereby that are not subject to outstanding options.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") by Henry Schein, Inc., a Delaware corporation (the "Company"
or the "Registrant"), are incorporated herein by reference:
(1) The Company's Annual Report filed on Form 10-K for the fiscal
year ended December 25, 1999.
(2) The description of the Company's common stock, par value $.01 per
share, contained in the Company's Registration Statement filed on
Form 8-A dated October 27, 1995 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all remaining securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents. Any statement in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Article TENTH of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify and hold harmless, to
the fullest extent authorized by the Delaware General Corporation Law, its
officers and directors against all expenses, liability and loss actually and
reasonably incurred in connection with any civil, criminal, administrative or
investigative action, suit or proceeding. The Amended and Restated Certificate
of Incorporation also extends indemnification to those serving at the request of
the Company as directors, officers, employees or agents of other enterprises.
In addition, Article NINTH of the Company's Amended and Restated
Certificate of Incorporation provides that no director shall be personally
liable for any breach of fiduciary duty. Article NINTH does not eliminate a
director's liability (i) for a breach of his or her duty of loyalty to the
Company or its stockholders, (ii) for acts of intentional misconduct, (iii)
under Section 174 of the Delaware General Corporation Law for unlawful
declarations of dividends or unlawful stock purchases or redemptions, or (iv)
for any transactions from which the director derived an improper personal
benefit.
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Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION
5 Opinion of Proskauer Rose LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5)
24 Powers of Attorney (included on Page II-5)
ITEM 9. UNDERTAKINGS.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, PROVIDED, that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
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<PAGE>
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York, on April 18, 2000.
HENRY SCHEIN, INC.
BY:
Name: Stanley M. Bergman
Title: Chief Executive Officer and
President
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stanley M. Bergman, Steven Paladino and Mark E.
Mlotek, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to act, without the other,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Henry Schein, Inc., and to file
the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ STANLEY M. BERGMAN
- ------------------------- Chairman, Chief Executive April 18, 2000
Stanley M. Bergman Officer, Director and President
(Principal Executive Officer)
/s/ STEVEN PALADINO
- ------------------------- Director, Executive Vice April 18, 2000
Steven Paladino President and Chief Financial
Officer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ JAMES P. BRESLAWSKI
- ------------------------- Director April 18, 2000
James P. Breslawski
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<PAGE>
SIGNATURES TITLE DATE
/s/ GERALD A. BENJAMIN
- ------------------------- Director April 18, 2000
Gerald A. Benjamin
/s/ LEONARD A. DAVID
- ------------------------- Director April 18, 2000
Leonard A. David
/s/ MARK E. MLOTEK
- ------------------------- Director April 18, 2000
Mark E. Mlotek
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<PAGE>
EXHIBIT INDEX
Exhibit
Number DESCRIPTION LOCATION
4.1 Amended and Restated Articles Incorporated by reference to Exhibit
of Incorporation of the Company 3.1 to the Company's Registration
Statement on Form S-4 (Registration
No. 333-30615)
4.2 Amended and Restated Bylaws of Incorporated by reference to Exhibit
the Company 3.2 to the Company's Registration
Statement on Form S-4 (Registration
No. 333-30615
5 Opinion of Proskauer Rose LLP Filed herewith
23.1 Consent of BDO Seidman, LLP Filed herewith
23.2 Consent of Proskauer Rose LLP Included in Exhibit 5
24 Powers of Attorney Included on Page II-5
<PAGE>
Exhibit 5
April 18, 2000
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
Ladies and Gentlemen:
We are acting as counsel to Henry Schein, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company under the Securities Act of 1933
with respect to an additional 2,900,000 shares (the "Shares") of the common
stock, par value $.01, of the Company issuable under the Henry Schein, Inc. 1994
Stock Option Plan, as amended (the "Plan"), pursuant to amendments adopted by
the Company's stockholders at the Company's 1998 Annual Meeting of Stockholders
and 1999 Annual Meeting of Stockholders.
We have examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such corporate records,
documents, agreements and instruments relating to the Company, and certificates
of public officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper or
necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares will be, when issued in accordance with the provisions of the Plan and
the respective options granted thereunder (including payment of the option
exercise prices provided for therein), legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
PROSKAUER ROSE LLP
/s/ ROBERT A. CANTONE
By:
A member of the firm
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Henry Schein, Inc.
Melville, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of Henry Schein, Inc. (the
"Company") on Form S-8 of our report dated February 25, 2000 relating to the
consolidated financial statements and schedule appearing in the Company's Annual
Report on Form 10-K for the year ended December 25, 1999.
BDO SEIDMAN, LLP
New York, New York
April 18, 2000
