<PAGE>
Registration No.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
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 No.)
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(Address of Principal Executive Offices
including Zip Code)
1991 STOCK PLAN FOR EXECUTIVE EMPLOYEES OF
FISHER SCIENTIFIC INTERNATIONAL INC.
AND ITS SUBSIDIARIES
FISHER SCIENTIFIC INTERNATIONAL INC.
1995 OPERATING UNIT STOCK PLAN
(Full title of the Plans)
TODD M. DUCHENE, ESQ.
VICE PRESIDENT-GENERAL COUNSEL AND SECRETARY
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(603) 929-2650
(Name, address and telephone number of agent for service)
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- -------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
- ------------- ------------ --------- -------- ------------
Common Stock, 1,810,400(1) (2) $81,920,600(2) $24,824.42
par value
$.01 per share
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Consists of (i) 310,400 shares of Common Stock to be offered under the
1991 Stock Plan for Executive Employees of Fisher Scientific International
Inc. and its Subsidiaries (in addition to the 3,104,000 shares of Common
Stock previously registered pursuant to the Registrant's Registration
Statements on Form S-8 (Reg. Nos. 33-46728 and 33-86830) as filed with
the Securities and Exchange Commission on April 11, 1992 and November 30,
1994, respectively) and (ii) 1,500,000 shares of Common Stock to be
offered under the Fisher Scientific International Inc. 1995 Operating Unit
Stock Plan. Such indeterminable number of additional shares as may be
distributed by the operation of the recapitalization provisions of the
Plans is hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based upon an assumed price of $45.25 per share,
the average of the high and low sale prices of the Registrant's Common
Stock as reported on the New York Stock Exchange on December 18, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents heretofore filed by Fisher Scientific International Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
(a) The Company's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, and any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the dates of filing of such documents.
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the "Delaware Law") permits a
Delaware corporation to include a provision in its Certificate of Incorporation,
and the Company's Restated Certificate of Incorporation so provides, eliminating
or limiting 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 may not eliminate or limit the liability of a
director (i) for any such 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 Law which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions. Under Delaware
law, directors and officers may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation (a "derivative action")) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interest of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In
derivative actions, indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and, in the event such person shall have been adjudged to be liable to
the corporation, only to the extent that a proper court shall have determined
that such person is fairly and reasonably entitled to indemnity for such
expenses.
The Company's Restated Certificate of Incorporation provides, among
other things, that each person who was or is made a party to, or is threatened
to be made a part to, or is involved in, any action, suit or proceeding
2
<PAGE>
by reason of the fact that he is the legal representative, or is or was a
director or officer of the Company (or was serving at the request of the
Company as a director, officer, employee or agent for another entity) while
serving in such capacity, shall be indemnified and held harmless by the
Company to the full extent authorized by the Delaware Law, as in effect (or,
to the extent indemnification is broadened, as it may be amended), against
all expenses, liability or loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amount to be paid in settlement)
reasonably incurred by such person in connection therewith. The Company's
Restated Certificate of Incorporation also provides that the right of
indemnification conferred to the director, officer or legal representative by
the Company's Restated Certificate of Incorporation shall include the right
to be paid by the Company for expenses in defending the proceedings specified
above, in advance of their final disposition. The Company may also, by
action of its Board of Directors, provide indemnification to its employees
and agents with the same scope and effect as the foregoing indemnification of
directors and officers.
The Company maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this Registration
Statement, is included on page 8.
Item 9. Undertakings
(a) RULE 415 OFFERING. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(i) include any Prospectus required by Section 10(a)(3) of the
Securities Act, unless the
3
<PAGE>
information is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(ii) 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, unless the information is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement;
(iii) 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that time shall be deemed to be the
initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities being registered which remain unsold at the
termination of the offering.
(b) SUBSEQUENT EXCHANGE ACT DOCUMENTS. 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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
4
<PAGE>
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) INDEMNIFICATION. 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 Securities
and Exchange 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 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.
5
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Hampton, State of New Hampshire on the 17th day
of December, 1996.
FISHER SCIENTIFIC INTERNATIONAL INC.
By: /s/ Todd M. DuChene
---------------------------------
Todd M. DuChene
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.
Signatures Title Date
- ---------- ----- ----
*
- --------------------------- Chairman of the December 17, 1996
Michael D. Dingman Board and Director
*
- --------------------------- President, Chief December 17, 1996
Paul M. Montrone Executive Officer
and Director
(Principal
Executive Officer)
*
- --------------------------- Senior Vice December 17, 1996
Paul M. Meister President - Chief
Financial Officer
(Principal
Financial Officer)
6
<PAGE>
*
- --------------------------- Vice President- December 17, 1996
Paul F. Patek Controller
(Principal
Accounting
Officer)
*
- --------------------------- Director December 17, 1996
Robert A. Day
*
- --------------------------- Director December 17, 1996
Philip E. Beekman
*
- --------------------------- Director December 17, 1996
Gerald J. Lewis
*
- --------------------------- Director December 17, 1996
Edward A. Montgomery, Jr.
*
- --------------------------- Director December 17, 1996
Lt. Gen. Thomas P. Stafford
*By /s/ Todd M. DuChene
--------------------
Attorney-in-Fact
Todd M. DuChene
7
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Specimen Certificate of Common Stock, $.01 par value per
share, of the Company (incorporated by reference to the
relevant exhibit to the Company's Registration Statement
on Form S-1 (Registration No. 33-43505)).
4.2 Restated Certificate of Incorporation of the Company
(incorporated by reference to the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission
on March 24, 1993).
4.3 Bylaws of the Company (incorporated by reference to the
Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 24, 1993).
4.4 Indenture dated as of March 1, 1993 between the Company and
the First National Bank of Boston, as Trustee (incorporated
by reference to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 24,
1993).
4.5 Senior Debt Securities Indenture dated as of December 18, 1995
between the Company and Mellon Bank, N.A., as Trustee
(incorporated by reference to the relevant exhibit to the
Company's Registration Statement on Form S-3 (Registration
No. 33-99884)).
5 Opinion of Debevoise & Plimpton (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Debevoise & Plimpton (included in Exhibit 5).
24 Powers of Attorney (filed herewith).
8
<PAGE>
EXHIBIT 5
<PAGE>
[DEBEVOISE & PLIMPTON LETTERHEAD]
December 19, 1996
Fisher Scientific International Inc.
Liberty Lane
Hampton, New Hampshire 03842
Dear Sirs:
We have acted as counsel to Fisher Scientific International Inc., a
Delaware corporation (the "Company"), in connection with the filing by the
Company of a Registration Statement on Form S-8 (the "Registration Statement")
relating to (i) 310,400 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), to be issued pursuant to the 1991 Stock Plan for
Executive Employees of Fisher Scientific International Inc. and its Subsidiaries
and (ii) 1,500,000 shares of Common Stock to be issued under the Fisher
Scientific International Inc. 1995 Operating Unit Stock Plan (collectively, the
"Plans").
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Plans and such other corporate
records, documents, certificates or other instrument as in our judgment are
necessary or appropriate to enable us to render the opinion set forth below.
In rendering such opinion, we have assumed
<PAGE>
Fisher Scientific 2 December 19, 1996
International Inc.
that (i) the exercise price of options to be granted pursuant to the Plans
will not be less than the par value of Common Stock subject thereto and (ii)
grants of Common Stock subject to restrictions on transferability pursuant to
the Plans will be made only for past services to the Company having an
aggregate value not less than the aggregate par value of the Common Stock so
granted.
Based on the foregoing, we are of the opinion that authorized but not
previously issued shares of Common Stock which may be issued under the Plans
have been duly authorized and when issued in accordance with the terms of the
Plans will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
<PAGE>
EXHIBIT 23.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Fisher Scientific International Inc. on Form S-8 of our report dated February
16, 1996 appearing in the Annual Report on Form 10-K of Fisher Scientific
International Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
New York, New York
December 23, 1996
<PAGE>
EXHIBIT 24
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International 1995
Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Paul M. Meister and Todd M. DuChene and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as a director of Fisher Scientific International Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and the Fisher Scientific International Inc. 1995
Operating Unit Stock Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments which either of
said attorneys-in-fact and agents deems necessary or advisable to enable the
Company to comply with the Act, the rules, regulations and requirements of
the SEC in respect thereof, and the securities or Blue Sky laws of any State
or other governmental subdivision, giving and granting to each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 10th day of December, 1996.
/s/ Philip E. Beekman
------------------------
Philip E. Beekman
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International Inc.
1995 Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Paul M. Meister and Todd M. DuChene and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as a director of Fisher Scientific International Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and Fisher Scientific International Inc. 1995 Operating
Unit Stock Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act
of 1933 (the "Act"), and any and all other instruments which either of said
attorneys-in-fact and agents deems necessary or advisable to enable the
Company to comply with the Act, the rules, regulations and requirements of
the SEC in respect thereof, and the securities or Blue Sky laws of any State
or other governmental subdivision, giving and granting to each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 6th day of December, 1996.
/s/ Gerald J. Lewis
---------------------
Gerald J. Lewis
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International Inc.
1995 Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Paul M. Meister and Todd M. DuChene and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as a director of Fisher Scientific International Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and the Fisher Scientific International Inc. 1995
Operating Unit Stock Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments which either of
said attorneys-in-fact and agents deems necessary or advisable to enable the
Company to comply with the Act, the rules, regulations and requirements of
the SEC in respect thereof, and the securities or Blue Sky laws of any State
or other governmental subdivision, giving and granting to each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 6th day of December, 1996.
/s/ Edward A. Montgomery, Jr.
------------------------------
Edward A. Montgomery, Jr.
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International Inc.
1995 Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Paul M. Meister and Todd M. DuChene and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as a director of Fisher Scientific International Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and the Fisher Scientific International Inc. 1995
Operating Unit Stock Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments which either of
said attorneys-in-fact and agents deems necessary or advisable to enable the
Company to comply with the Act, the rules, regulations and requirements of
the SEC in respect thereof, and the securities or Blue Sky laws of any State
or other governmental subdivision, giving and granting to each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 6th day of December, 1996.
/s/ Thomas P. Stafford
---------------------------
Lt. Gen. Thomas P. Stafford
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International Inc.
1995 Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Paul M. Meister and Todd M. DuChene and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as an officer and/or director of Fisher Scientific International Inc.
(the "Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and the Fisher Scientific International Inc. 1995
Operating Unit Stock Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments which either of
said attorneys-in-fact and agents deems necessary or advisable to enable the
Company to comply with the Act, the rules, regulations and requirements of
the SEC in respect thereof, and the securities or Blue Sky laws of any State
or other governmental subdivision, giving and granting to each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 6th day of December, 1996.
/s/ Michael D. Dingman
------------------------
Michael D. Dingman
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International Inc.
1995 Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Paul M. Meister and Todd M. DuChene and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as an officer and/or director of Fisher Scientific International Inc.
(the "Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and the Fisher Scientific International Inc. 1995
Operating Unit Stock Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments which either of
said attorneys-in-fact and agents deems necessary or advisable to enable the
Company to comply with the Act, the rules, regulations and requirements of
the SEC in respect thereof, and the securities or Blue Sky laws of any State
or other governmental subdivision, giving and granting to each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 6th day of December, 1996.
/s/ Paul M. Montrone
----------------------
Paul M. Montrone
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International Inc.
1995 Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Todd M. DuChene, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as an officer of Fisher Scientific International Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and the Fisher Scientific International Inc. 1995
Operating Unit Stock Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments which said
attorney-in-fact and agent deems necessary or advisable to enable the Company
to comply with the Act, the rules, regulations and requirements of the SEC in
respect thereof, and the securities or Blue Sky laws of any State or other
governmental subdivision, giving and granting to said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he might or could do if personally present at the
doing thereof, with full power or substitution and resubstitution, hereby
ratifying and confirming all that his said attorney-in-fact and agent or
substitute may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 6th day of December, 1996.
/s/ Paul M. Meister
-----------------------
Paul M. Meister
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International 1995
Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Paul M. Meister and Todd M. DuChene and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as a director of Fisher Scientific International Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and the Fisher Scientific International Inc. 1995
Operating Unit Stock Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments which either of
said attorneys-in-fact and agents deems necessary or advisable to enable the
Company to comply with the Act, the rules, regulations and requirements of
the SEC in respect thereof, and the securities or Blue Sky laws of any State
or other governmental subdivision, giving and granting to each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 6th day of December, 1996.
/s/ Robert A. Day
--------------------
Robert A. Day
<PAGE>
POWER OF ATTORNEY
Registration Statement of
Fisher Scientific International Inc. Relating to the
1991 Stock Plan for Executive Employees of Fisher
Scientific International Inc. and its Subsidiaries
and the Fisher Scientific International 1995
Operating Unit Stock Plan
----------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
make, constitute and appoint Paul M. Meister and Todd M. DuChene and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as a director of Fisher Scientific International Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's
common stock, par value $.01 ("Common Stock"), in connection with the 1991
Stock Plan for Executive Employees of Fisher Scientific International Inc.
and its Subsidiaries and the Fisher Scientific International Inc. 1995
Operating Unit Stock Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Act of 1933 (the "Act"), and any and all other instruments which either of
said attorneys-in-fact and agents deems necessary or advisable to enable the
Company to comply with the Act, the rules, regulations and requirements of
the SEC in respect thereof, and the securities or Blue Sky laws of any State
or other governmental subdivision, giving and granting to each of said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing whatsoever necessary or appropriate to be done in and
about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
this 5th day of December, 1996.
/s/ Paul F. Patek
------------------------
Paul F. Patek
