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Registration Statement No. 333-
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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)
<TABLE>
<S> <C>
DELAWARE 02-0451017
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(Address of principal executive offices)
FISHER SCIENTIFIC INTERNATIONAL INC.
1998 EQUITY AND INCENTIVE PLAN
(Full title of the Plan)
-------------------------------
TODD M. DUCHENE, ESQ.
Vice President-General Counsel and Secretary
Liberty Lane
Hampton, New Hampshire 03842
(Name and address of agent for service)
(603) 929-2650
(Telephone number, including area code, of agent for service)
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----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================================================
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
===================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 10,000,000 $12.125 $121,250,000 $35,768.75
par value $.01 per share
===================================================================================================================================
</TABLE>
(1) To be offered pursuant to the Fisher Scientific International Inc. 1998
Equity and Incentive Plan. This Registration Statement also relates to such
additional number of shares of Common Stock of the Registrant as may be
issuable as a result of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for purposes of
determining the registration fee and is equal to the average of the high
and low sales prices of the Common Stock as reported on the New York Stock
Exchange on June 15, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Fisher Scientific International Inc. (the "Company") hereby incorporates by
reference the documents listed in (a) through (f) below, which have previously
been filed 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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission (Commission File No.
01-10920) pursuant to Section 13(a) or 15(d) of the Exchange Act;
(b) The Company's Form 10-K/A for the fiscal year ended December 31, 1997,
filed with the Commission (Commission File No. 01-10920) pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed with the Commission (Commission File No.
01-10920) pursuant to Section 13(a) or 15(d) of the Exchange Act;
(d) The Company's Current Report on Form 8-K, dated January 21, 1998,
filed with the Commission (Commission File No. 01-10920) pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since May 15, 1998; and
(f) The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Form 8-A, dated November 7, 1991,
filed with the Commission (Commission File No. 01-10920) pursuant to
Section 12 of the Exchange Act.
In addition, all documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of
the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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 a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the Delaware General Corporation Law
("Delaware Law"), the Company's Restated Certificate of Incorporation provides
that no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
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 Company (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 Company, 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 that each
person who was or is made a party to, or is threatened to be made a party to, or
is involved in, any action, suit or proceeding 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 Delaware Law,
as in effect (or, to the extent indemnification is broadened, as it may be
amended), against all expenses, liabilities or losses (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts 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 directors, officers or legal representatives 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Commission has expressed its opinion
that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
2
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The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibit
- -------
4.1 Specimen Certificate of Common Stock, par value $.01 per share, of the
Company (incorporated by reference to the relevant exhibit to the
Company's Registration Statement on Form S-1 filed with the Commission on
February 28, 1992 (Registration No. 33-43505))
4.2 Fisher Scientific International Inc. 1998 Equity and Incentive Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included in Part II of this Registration Statement)
ITEM 9. UNDERTAKINGS.
(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;
(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
and 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) herein do
not apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the undersigned registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
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; and
(3) To remove from registration by means of a post-effective
amendment any of the
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<PAGE> 5
securities being registered which remain unsold at the
termination of the offering.
(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 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 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 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, as amended, the
Company 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, New Hampshire, on this 15th day of June
1998.
FISHER SCIENTIFIC INTERNATIONAL INC.
By: /s/ Todd M. DuChene
----------------------------------
Todd M. DuChene
Vice President-General Counsel and
Secretary
POWER OF ATTORNEY
Each person whose signature appears below 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 and/or 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 per share, in connection
with the Company's 1998 Equity and Incentive Plan, and any and all amendments
(including post-effective amendments) to the Registration Statement, and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities 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 Securities Act, the rules,
regulations and requirements of the Commission 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.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Paul M. Montrone Chief Executive Officer and June 15, 1998
- ------------------------- Chairman of the Board of Directors
Paul M. Montrone
/s/ Paul M. Meister Executive Vice President, Chief June 15, 1998
- ------------------------- Financial Officer and Director
Paul M. Meister
/s/ Mitchell J. Blutt Director June 15, 1998
- -------------------------
Mitchell J. Blutt
/s/ Robert A. Day Director June 15, 1998
- -------------------------
Robert A. Day
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/s/ Michael D. Dingman Director June 15, 1998
- -------------------------
Michael D. Dingman
/s/ Anthony J. DiNovi Director June 15, 1998
- -------------------------
Anthony J. DiNovi
/s/ David V. Harkins Director June 15, 1998
- -------------------------
David V. Harkins
/s/ Scott M. Sperling Director June 15, 1998
- -------------------------
Scott M. Sperling
/s/ Kent R. Weldon Director June 15, 1998
- -------------------------
Kent R. Weldon
6
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EXHIBIT INDEX
Exhibit No. Description Page*
- ----------- ----------- -----
4.1 Specimen Certificate of Common Stock, par value $.01
per share of the Company (incorporated by reference to
the relevant exhibit to the Company's Registration Statement
on Form S-1 filed with the Commission on February 28, 1992
(Registration No. 33-43505))
4.2 Fisher Scientific International 1998 Equity and Incentive Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included in the Signature Page to this
Registration Statement)
- ------------------------
* Refers to sequentially numbered copy.
<PAGE> 1
FISHER SCIENTIFIC INTERNATIONAL INC.
1998 EQUITY AND INCENTIVE PLAN
<PAGE> 2
FISHER SCIENTIFIC INTERNATIONAL INC.
1998 EQUITY AND INCENTIVE PLAN
Section Page
- ------- ----
1. Purpose; Types of Awards; Construction............................1
2. Definitions.......................................................1
3. Administration....................................................5
4. Eligibility.......................................................6
5. Stock Subject to the Plan.........................................7
6. Specific Terms of Awards..........................................8
7. Change in Control Provisions.....................................13
8. Loan Provisions..................................................14
9. General Provisions...............................................14
i
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FISHER SCIENTIFIC INTERNATIONAL INC.
1998 EQUITY AND INCENTIVE PLAN
1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION
The purposes of the 1998 Equity and Incentive Plan of Fisher
Scientific International Inc. (the "Plan") are to afford an incentive to
selected employees and independent contractors of Fisher Scientific
International Inc. (the "Company") or any Subsidiary or Affiliate that now
exists or hereafter is organized or acquired, to continue as employees or
independent contractors, as the case may be, to increase their efforts on behalf
of the Company and to promote the success of the Company's business. Pursuant to
the Long-Term Incentive Program described herein, there may be granted stock
options (including "incentive stock options" and "nonqualified stock options"),
stock appreciation rights (either in connection with stock options granted under
the Plan or independently of stock options), restricted stock, restricted stock
units, dividend equivalents and other long-term stock- or cash-based Awards, and
pursuant to the Annual Incentive Bonus Program described herein, there may be
granted short-term stock- or cash-based Awards. The Plan also provides the
authority to make loans to exercise stock options or otherwise purchase shares
of stock. The Plan is designed so that Awards granted hereunder intended to
comply with the requirements for "performance-based compensation" under Section
162(m) of the Code may comply with such requirements and insofar as may be
applicable to such Awards, the Plan shall be interpreted in a manner consistent
with such requirements.
2. DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set forth
below:
(1) "Affiliate" means an affiliate of the Company, as defined in Rule
12b-2 promulgated under Section 12 of the Exchange Act.
(2) "Award" means any Option, SAR, Restricted Stock, Restricted Stock
Unit, Dividend Equivalent or Other Stock-Based Award or Other Cash-Based Award
granted under the Plan.
(3) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.
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(4) "Board" means the Board of Directors of the Company.
(5) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(6) "Committee" means the committee established by the Board to
administer the Plan, the composition of which shall at all times satisfy the
provisions Section 162(m) of the Code. Each member of the Committee shall be a
Non-Employee Director as defined in Rule 16b-3 under the Exchange Act.
(7) "Company" means Fisher Scientific International Inc., a
corporation organized under the laws of the State of Delaware, or any successor
corporation.
(8) "Dividend Equivalent" means a right, granted to a Grantee under
Section 6(b)(v), to receive cash, Stock, or other property equal in value to
dividends paid with respect to a specified number of shares of Stock. Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award, and may be paid currently or on a deferred basis.
(9) "Effective Date" means the date that the Plan was adopted by the
Board.
(10) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.
(11) "Fair Market Value" means, with respect to Stock or other
property, the fair market value of such Stock or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. Unless otherwise determined by the Committee in good faith, the per
share Fair Market Value of Stock as of a particular date shall mean, if public
shareholders hold, as of the last day of the prior fiscal quarter, shares of
Stock worth $100,000,000 or more (as determined by the Committee), (i) the
closing sales price per share of Stock on the national securities exchange on
which the Stock is principally traded, for the last preceding date on which
there was a sale of such Stock on such exchange, or (ii) if the shares of Stock
are then traded in an over-the-counter market, the average of the closing bid
and asked prices for the shares
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of Stock in such over-the-counter market for the last preceding date on which
there was a sale of such Stock in such market, or if public shareholders do not
hold, as of the last day of the prior fiscal quarter, shares of Stock worth more
than $100,000,000 or if the shares of Stock are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the
Committee, in its sole discretion, shall determine in good faith.
(12) "Grantee" means a person who, as an employee of or independent
contractor with respect to the Company, a Subsidiary or an Affiliate, has been
granted an Award or Loan under the Plan.
(13) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.
(14) "Loan" means the proceeds from the Company borrowed by a Grantee
under Section 8 of the Plan.
(15) "NQSO" means any Option that is designated as a nonqualified
stock option.
(16) "Option" means a right, granted to a Grantee under Section
6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO;
PROVIDED that ISOs may be granted only to employees of the Company or a
Subsidiary.
(17) "Other Cash-Based Award" means an Award under the Annual
Incentive Bonus Program or the Long-Term Incentive Program, which Award is not
denominated or valued by reference to Stock, including an Award which is subject
to the attainment of Performance Goals or otherwise as permitted under the Plan.
(18) "Other Stock-Based Award" means an Award under the Long-Term
Incentive Program that is denominated or valued in whole or in part by reference
to Stock, including, but not limited to (1) restricted or unrestricted Stock
awarded subject to the attainment of Performance Goals or otherwise as permitted
under the Plan, and (2) a right granted to a Grantee to acquire Stock from the
Company for cash and/or the proceeds of a Loan.
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(19) "Performance Goals" means performance goals based on one or more
of the following criteria: (i) pre-tax income or after-tax income, (ii)
operating profit, (iii) return on equity, assets, capital or investment, (iv)
earnings or book value per share, (v) sales or revenues, (vi) operating
expenses, (vii) Stock price appreciation and (viii) implementation or completion
of critical projects or processes. Where applicable, the Performance Goals may
be expressed in terms of attaining a specified level of the particular criteria
or the attainment of a percentage increase or decrease in the particular
criteria, and may be applied to one or more of the Company, a Subsidiary or
Affiliate, or a division or strategic business unit of the Company, or may be
applied to the performance of the Company relative to a market index, a group of
other companies or a combination thereof, all as determined by the Committee.
The Performance Goals may include a threshold level of performance below which
no payment will be made (or no vesting will occur), levels of performance at
which specified payments will be made (or specified vesting will occur), and a
maximum level of performance above which no additional payment will be made (or
at which full vesting will occur). Each of the foregoing Performance Goals shall
be determined in accordance with generally accepted accounting principles and
shall be subject to certification by the Committee; PROVIDED that the Committee
shall have the authority to make equitable adjustments to the Performance Goals
in recognition of unusual or non-recurring events affecting the Company or any
Subsidiary or Affiliate or the financial statements of the Company or any
Subsidiary or Affiliate, in response to changes in applicable laws or
regulations, or to account for items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to the
disposal of a segment of a business or related to a change in accounting
principles.
(20) "Plan" means this Fisher Scientific International Inc. 1998
Equity and Incentive Plan, as amended from time to time.
(21) "Plan Year" means a calendar year.
(22) "Restricted Stock" means an Award of shares of Stock to a Grantee
under Section 6(b)(iii) that may be subject to certain transferability and other
restrictions and to a risk of forfeiture (including by reason of not satisfying
certain Performance Goals).
(23) "Restricted Stock Unit" means a right granted to a Grantee under
Section 6(b)(iv) to receive Stock or cash at the end of a specified deferral
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period, which right may be conditioned on the satisfaction of certain
requirements (including the satisfaction of certain Performance Goals).
(24) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
promulgated by the Securities and Exchange Commission under Section 16 of the
Exchange Act, including any successor to such Rule.
(25) "Stock" means shares of the common stock, par value $0.01 per
share, of the Company.
(26) "SAR" or "Stock Appreciation Right" means the right, granted to a
Grantee under Section 6(b)(ii), to be paid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right, with payment to be made in cash, Stock, or
property as specified in the Award or determined by the Committee.
(27) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of granting of an Award,
each of the corporations (other than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
3. ADMINISTRATION
At the discretion of the Board, the Plan shall be administered either
(i) by the Board or (ii) by the Committee. In the event the Board is the
administrator of the Plan, references herein to the Committee shall be deemed to
include the Board. The Board may from time to time appoint a member or members
of the Committee in substitution for or in addition to the member or members
then in office and may fill vacancies on the Committee however caused. The
Committee shall choose one of its members as Chairman and shall hold meetings at
such times and places as it shall deem advisable. A majority of the members of
the Committee shall constitute a quorum and any action may be taken by a
majority of those present and voting at any meeting.
Any action may also be taken without the necessity of a meeting by a
written instrument signed by a majority of the Committee. The decision of the
Committee as to all questions of interpretation and application of the Plan
shall be final, binding and conclusive on all persons. The Committee shall have
the
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authority in its discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan or necessary or
advisable in the administration of the Plan, including, without limitation, the
authority to grant Awards and make Loans; to determine the persons to whom and
the time or times at which Awards shall be granted and Loans shall be made; to
determine the type and number of Awards to be granted and the amount of any
Loan, the number of shares of Stock to which an Award may relate and the terms,
conditions, restrictions and Performance Goals relating to any Award or Loan; to
determine Performance Goals no later than such time as is required to ensure
that an underlying Award which is intended to comply with the requirements of
Section 162(m) of the Code so complies; to determine whether, to what extent,
and under what circumstances an Award may be settled, cancelled, forfeited,
exchanged, or surrendered; to make adjustments in the terms and conditions
(including Performance Goals) applicable to Awards; to designate Affiliates; to
construe and interpret the Plan and any Award or Loan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the Award Agreements and any promissory note or agreement related
to any Loan (which need not be identical for each Grantee); and to make all
other determinations deemed necessary or advisable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any or Award Agreement granted hereunder in
the manner and to the extent it shall deem expedient to carry the Plan into
effect and shall be the sole and final judge of such expediency. No Committee
member shall be liable for any action or determination made in good faith.
4. ELIGIBILITY
ISOs shall be granted only to key employees (including officers and
directors who are also employees) of the Company, its parent or any of its
Subsidiaries. All other Awards may be granted to officers, independent
contractors, key employees and non-employee directors of the Company or of any
of its Subsidiaries and Affiliates.
No ISO shall be granted to any employee of the Company, its parent or
any of its Subsidiaries if such employee owns, immediately prior to the grant of
the ISO, stock representing more than 10% of the voting power or more than 10%
of the value of all classes of stock of the Company or a parent or a Subsidiary,
unless the purchase price for the stock under such ISO shall be at least 110% of
its Fair
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Market Value at the time such ISO is granted and the ISO, by its terms, shall
not be exercisable more than five years from the date it is granted. In
determining the stock ownership under this paragraph, the provisions of Section
424(d) of the Code shall be controlling.
5. STOCK SUBJECT TO THE PLAN
The maximum number of shares of Stock reserved for the grant or
settlement of Awards under the Plan shall be 2,000,000 subject to adjustment as
provided herein. No more than 1,000,000 shares of Stock may be awarded in
respect of stock-based awards (including Options, SARs, Restricted Stock and
Restricted Stock Units) to a single individual over the term of the Plan, which
number shall be subject to adjustment as provided herein. Determinations made in
respect of the limitation set forth in the preceding sentence shall be made in a
manner consistent with Section 162(m) of the Code. Such shares may, in whole or
in part, be authorized but unissued shares or shares that shall have been or may
be reacquired by the Company in the open market, in private transactions or
otherwise. If any shares subject to an Award are forfeited, cancelled, exchanged
or surrendered or if an Award otherwise terminates or expires without a
distribution of shares to the Grantee, the shares of stock with respect to such
Award shall, to the extent of any such forfeiture, cancellation, exchange,
surrender, termination or expiration, again be available for Awards under the
Plan. Upon the exercise of any Award granted in tandem with any other Awards or
awards, such related Awards or awards shall be cancelled to the extent of the
number of shares of Stock as to which the Award is exercised and,
notwithstanding the foregoing, such number of shares shall no longer be
available for Awards under the Plan.
Except as provided in an Award Agreement, in the event that the
Committee shall determine that any dividend or other distribution (whether in
the form of cash, Stock, or other property), recapitalization, Stock split,
reverse split, reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Grantees under the Plan, then the
Committee shall make such equitable changes or adjustments as it deems necessary
or appropriate to any or all of (i) the number and kind of shares of Stock or
other property (including cash) that may thereafter be issued in connection with
Awards, (ii) the number and kind of shares of Stock or other property (including
cash) issued or issuable in respect of outstanding Awards, (iii) the exercise
price, grant price, or purchase price relating to
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<PAGE> 10
any Award; PROVIDED that, with respect to ISOs, such adjustment shall be made in
accordance with Section 424(h) of the Code, (iv) the Performance Goals and (v)
the individual limitations applicable to Awards.
6. SPECIFIC TERMS OF AWARDS
(1) GENERAL. The term of each Award shall be for such period as may be
determined by the Committee. Subject to the terms of the Plan and any applicable
Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate
upon the grant, maturation, or exercise of an Award may be made in such forms as
the Committee shall determine at the date of grant or thereafter, including,
without limitation, cash, Stock, or other property, and may be made in a single
payment or transfer, in installments, or on a deferred basis. The Committee may
make rules relating to installment or deferred payments with respect to Awards,
including the rate of interest to be credited with respect to such payments. In
addition to the foregoing, the Committee may impose on any Award or the exercise
thereof, at the date of grant or thereafter, such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine.
(2) AWARDS. The Committee is authorized to grant to Grantees the
following Awards, as deemed by the Committee to be consistent with the purposes
of the Plan. The Committee shall determine the terms and conditions of such
Awards at the date of grant or thereafter.
(1) OPTIONS. The Committee is authorized to grant Options to Grantees
on the following terms and conditions:
(1) TYPE OF AWARD. The Award Agreement evidencing the grant of an
Option under the Plan shall designate the Option as an ISO or an NQSO.
(2) EXERCISE PRICE. The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee, but
in no event shall the exercise price of an NQSO per share of Stock be
less than 50% of the Fair Market Value of a share of Stock as of the
date of grant of such NQSO, and in event shall the exercise price of
an ISO per share of Stock be less than the Fair Market Value of a
share of Stock as of the date of grant of such ISO.
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<PAGE> 11
The purchase price of the Stock as to which an Option is exercised
shall be paid in full at the time of exercise; payment may be made in
cash, which may be paid by check, or other instrument acceptable to
the Company, or, with the consent of the Committee, in shares of
Stock, valued at the Fair Market Value on the date of exercise, or if
there were no sales on such date, on the next preceding day on which
there were sales or (if permitted by the Committee and subject to such
terms and conditions as it may determine) by surrender of outstanding
Awards under the Plan. In addition, any amount necessary to satisfy
applicable federal, state or local tax requirements shall be paid
promptly upon notification of the amount due. The Committee may permit
such amount to be paid in shares of Stock previously owned by the
employee, or a portion of the shares of Stock that otherwise would be
distributed to such employee upon exercise of the Option, or a
combination of cash and shares of such Stock.
(3) TERM AND EXERCISABILITY OF OPTIONS. Options shall be
exercisable over the exercise period (which shall not exceed ten years
from the date of grant), at such times and upon such conditions as the
Committee may determine, as reflected in the Award Agreement; PROVIDED
that, the Committee shall have the authority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. An
Option may be exercised to the extent of any or all full shares of
Stock as to which the Option has become exercisable, by giving written
notice of such exercise to the Committee or its designated agent. No
partial exercise may be made for less than one hundred (100) full
shares of Stock.
(4) TERMINATION OF EMPLOYMENT, ETC. Unless provided to the
contrary in the applicable Award Agreement:
(1) except as set forth herein or in II or III below, an
Option may not be exercised unless the Grantee is then in the
employ of, maintains a independent contractor relationship with,
or is a director of, the Company or a Subsidiary or an Affiliate
(or a company or a parent or subsidiary company of such company
issuing or assuming the
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Option in a transaction to which Section 424(a) of the Code applies),
and unless the Grantee has remained continuously so employed, or
continuously maintained such relationship, since the date of grant of
the Option; PROVIDED that, (i) the Award Agreement may contain
provisions extending the exercisability of Options, in the event of
specified terminations, to a date not later than the expiration date
of such Option, and (ii) the Committee may determine, in its sole
discretion, to allow the exercise of any Option in any individual case
after the termination of the employment or other relationship, but in
any event, such exercise shall not be allowed after the expiration
date of such Option.
(2) If the Grantee's employment or service terminates because the
Grantee has died, retired from the Company at his or her normal
retirement date under the Company's qualified retirement plan or
become permanently disabled (within the meaning of Section 22(e)(3) of
the Code), such Grantee's Options (to the extent then exercisable)
shall remain outstanding until the earlier of (i) one year from the
date Grantee's employment or service terminates, and (ii) expiration
of the term of the Option.
(3) If the Grantee's employment or service terminates other than
for cause, such Grantee's Options (to the extent then exercisable)
shall remain outstanding until the earlier of (i) three months from
the date Grantee's employment or service terminates, and (ii)
expiration of the term of the Option.
(5) OTHER PROVISIONS. Options may be subject to such other conditions
including, but not limited to, restrictions on transferability of the
shares acquired upon exercise of such Options, as the Committee may
prescribe in its discretion or as may be required by applicable law.
(2) SARS. The Committee is authorized to grant SARs to Grantees on the
following terms and conditions:
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<PAGE> 13
(1) IN GENERAL. Unless the Committee determines otherwise, an SAR
(1) granted in tandem with an NQSO may be granted at the time of grant
of the related NQSO or at any time thereafter or (2) granted in tandem
with an ISO may only be granted at the time of grant of the related
ISO. An SAR granted in tandem with an Option shall be exercisable only
to the extent the underlying Option is exercisable.
(2) SARS. An SAR shall confer on the Grantee a right to receive
an amount with respect to each share subject thereto, upon exercise
thereof, equal to the excess of (1) the Fair Market Value of one share
of Stock on the date of exercise over (2) the grant price of the SAR
(which in the case of an SAR granted in tandem with an Option shall be
equal to the exercise price of the underlying Option, and which in the
case of any other SAR shall be such price as the Committee may
determine).
(3) RESTRICTED STOCK. The Committee is authorized to grant Restricted
Stock to Grantees on the following terms and conditions:
(1) ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions, if
any, as the Committee may impose at the date of grant or thereafter,
which restrictions may lapse separately or in combination at such
times, under such circumstances, in such installments, or otherwise,
as the Committee may determine. The Committee may place restrictions
on Restricted Stock that shall lapse, in whole or in part, upon the
attainment of Performance Goals. Except to the extent restricted under
the Award Agreement relating to the Restricted Stock, a Grantee
granted Restricted Stock shall have all of the rights of a stockholder
including, without limitation, the right to vote Restricted Stock and
the right to receive dividends thereon.
(2) FORFEITURE. Upon termination of employment or service during
the applicable restriction period, Restricted Stock and any accrued
but unpaid dividends or Dividend Equivalents that are at that time
subject to restrictions shall be forfeited; PROVIDED that, the
Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that
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<PAGE> 14
restrictions or forfeiture conditions relating to Restricted Stock
will be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee may in other cases
waive in whole or in part the forfeiture of Restricted Stock.
(3) CERTIFICATES FOR STOCK. Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing Restricted Stock are registered in the
name of the Grantee, such certificates shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable
to such Restricted Stock, and the Company shall retain physical
possession of the certificate.
(4) DIVIDENDS. Dividends paid on Restricted Stock shall be either
paid at the dividend payment date, or deferred for payment to such
date as determined by the Committee, in cash or in shares of
unrestricted Stock having a Fair Market Value equal to the amount of
such dividends. Stock distributed in connection with a stock split or
stock dividend, and other property distributed as a dividend, shall be
subject to restrictions and a risk of forfeiture to the same extent as
the Restricted Stock with respect to which such Stock or other
property has been distributed.
(4) RESTRICTED STOCK UNITS. The Committee is authorized to grant
Restricted Stock Units to Grantees, subject to the following terms and
conditions:
(1) AWARD AND RESTRICTIONS. Delivery of Stock or cash, as
determined by the Committee, will occur upon expiration of the
deferral period specified for Restricted Stock Units by the Committee.
The Committee may condition the vesting and/or payment of Restricted
Stock Units, in whole or in part, upon the attainment of Performance
Goals.
(2) FORFEITURE. Upon termination of employment or service during
the applicable deferral period or portion thereof to which forfeiture
conditions apply, or upon failure to satisfy any other conditions
precedent to the delivery of Stock or cash to which such Restricted
Stock Units relate, all Restricted Stock Units that are
12
<PAGE> 15
then subject to deferral or restriction shall be forfeited; PROVIDED
that, the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Stock Units will be
waived in whole or in part in the event of termination resulting from
specified causes, and the Committee may in other cases waive in whole
or in part the forfeiture of Restricted Stock Units.
(5) DIVIDEND EQUIVALENTS. The Committee is authorized to grant
Dividend Equivalents to Grantees. The Committee may provide, at the date of
grant or thereafter, that Dividend Equivalents shall be paid or distributed
when accrued or shall be deemed to have been reinvested in additional
Stock, or other investment vehicles as the Committee may specify, PROVIDED
that Dividend Equivalents (other than freestanding Dividend Equivalents)
shall be subject to all conditions and restrictions of the underlying
Awards to which they relate.
(6) OTHER STOCK- OR CASH-BASED AWARDS. The Committee is authorized to
grant Awards to Grantees in the form of Other Stock-Based Awards or Other
Cash-Based Awards, as deemed by the Committee to be consistent with the
purposes of the Plan. Awards granted pursuant to this paragraph may be
granted with value and payment contingent upon the attainment of certain
Performance Goals, so long as such goals relate to periods of performance
in excess of one calendar year. The Committee shall determine the terms and
conditions of such Awards at the date of grant or thereafter. The maximum
payment that any Grantee may receive pursuant to Cash-Based Award granted
under this paragraph in respect of any performance period shall be
$750,000. Payments earned hereunder may be decreased or, with respect to
any Grantee who is not a "covered employee" within the meaning of Section
162(m) of the Code (a "Covered Employee"), increased in the sole discretion
of the Committee based on such factors as it deems appropriate. No payment
shall be made prior to the certification by the Committee that any
applicable Performance Goals have been attained. The Committee may
establish such other rules applicable to the Other Stock- or Cash-Based
Awards to the extent not inconsistent with Section 162(m) of the Code with
respect to any Award intended to comply therewith.
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<PAGE> 16
7. CHANGE IN CONTROL PROVISIONS
(1) Except as set forth in an Award Agreement, upon the occurrence of
a Change in Control (as hereinafter defined), any Award carrying a right to
exercise that was not previously exercisable and vested shall become fully
exercisable and vested and the restrictions, and forfeiture conditions
applicable to any other Award granted under the Plan shall lapse and such Award
shall be deemed fully vested, and any Performance Goals imposed with respect to
Awards shall be deemed to be fully achieved. Notwithstanding anything in the
Plan to the contrary, upon the occurrence of a Change in Control, the
purchaser(s) of the Company's assets or stock may, in his, her, or its
discretion, deliver to the Grantee the same kind of consideration that is
delivered to the shareholders of the Company as a result of such sale,
conveyance or Change in Control, or the Board may cancel all outstanding Options
in exchange for consideration in cash or in kind which consideration in both
cases shall be equal in value to the higher of (i) the Fair Market Value of
those shares of stock or other securities the Grantee would have received had
the Option been exercised and no disposition of the shares acquired upon such
exercise been made prior to such sale, conveyance or Change in Control, less the
exercise price therefor, and (ii) the Fair Market Value of those shares of stock
or other securities the Grantee would have received had the Option been
exercised and no disposition of the shares acquired upon such exercise been made
immediately following such sale, conveyance or Change in Control, less the
exercise price therefor. A "Change in Control" shall be deemed to have occurred
if (i) any person, or any two or more persons acting as a group, and all
affiliates of such person or persons, who prior to such time owned less than ten
percent (10%) of the then outstanding Common Stock of the Company, shall
acquire, whether by purchase, exchange, tender offer, merger, consolidation or
otherwise, such additional shares of the Company's Common Stock in one or more
transactions, or series of transactions, such that following such transaction or
transactions, such person or group and affiliates beneficially own fifty percent
(50%) or more of the Company's Common Stock outstanding, or (ii) the following
individuals cease for any reason to constitute a majority of the number of
directors then serving: individuals who, on January 22, 1998, constitute the
Board (as such individuals are identified on Schedule III to the Investors'
Agreement dated January 21, 1998 among Fisher Scientific International, Inc.,
Thomas H. Lee Equity Fund III, L.P. and certain other persons named therein) and
any new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board
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<PAGE> 17
or nomination for election by the Company's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the January 22, 1998 or whose
appointment, election or nomination for election was previously so approved or
recommended.
(2) Upon dissolution or liquidation of the Company, all Options and
other Awards granted under this Plan shall terminate, but each Grantee shall
have the right, immediately prior to such dissolution or liquidation, to
exercise his or her Option to the extent then exercisable.
8. LOAN PROVISION. Subject to the provisions of the Plan and all applicable
federal and state laws, rules and regulations, the Committee shall have the
authority to make Loans to Grantees (on such terms and conditions as the
Committee shall determine), to enable such Grantees to purchase shares of Stock.
Loans shall be evidenced by a promissory note or other agreement, signed by the
borrower, which shall contain provisions for repayment and such other terms and
conditions as the Committee shall determine.
9. GENERAL PROVISIONS
(1) NONTRANSFERABILITY. Unless otherwise determined by the Committee
or provided in an Award Agreement, Awards shall not be transferable by a Grantee
except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined under the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, and shall be
exercisable during the lifetime of a Grantee only by such Grantee or his
guardian or legal representative. Any Award shall be null and void and without
effect upon the bankruptcy of the Grantee to whom the Award is granted, or upon
any attempted assignment or transfer, except as herein provided, including
without limitation any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition, attachment, divorce, trustee
process or similar process, whether legal or equitable, upon such Award.
(2) NO RIGHT TO CONTINUED EMPLOYMENT, ETC. Nothing in the Plan or in
any Award or Loan granted or any Award Agreement, promissory note or other
agreement entered into pursuant hereto shall confer upon any Grantee the right
to continue in the employ or service of the Company, any Subsidiary or any
Affiliate or to be entitled to any remuneration or benefits not set forth in the
Plan or such Award Agreement, promissory note or other agreement or to interfere
with
15
<PAGE> 18
or limit in any way the right of the Company or any such Subsidiary or
Affiliate to terminate such Grantee's employment or service.
(3) TAXES. The Company or any Subsidiary or Affiliate is authorized to
withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Stock, or any other payment to a Grantee,
amounts of withholding and other taxes due in connection with any transaction
involving an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Grantees to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a
Grantee's tax obligations.
(4) STOCKHOLDER APPROVAL; AMENDMENT AND TERMINATION. The Plan shall
take effect on the Effective Date but the Plan (and any grants of Awards made
prior to the stockholder approval mentioned herein) shall be subject to the
requisite approval of the stockholders of the Company, which approval must occur
within twelve (12) months of the date that the Plan is adopted by the Board. In
the event that the stockholders of the Company do not ratify the Plan at a
meeting of the stockholders at which such issue is considered and voted upon,
then upon such event the Plan and all rights hereunder shall immediately
terminate and no Grantee (or any permitted transferee thereof) shall have any
remaining rights under the Plan or any Award Agreement entered into in
connection herewith. The Board may at any time and from time to time alter,
amend, suspend, or terminate the Plan or Award Agreement in whole or in part.
Notwithstanding the foregoing, no amendment shall affect adversely any of the
rights of any Grantee, without such Grantee's consent, under any Award or Loan
theretofore granted under the Plan. Unless earlier terminated by the Board
pursuant to the provisions of the Plan, the Plan shall terminate on the tenth
anniversary of its Effective Date. No Awards shall be granted under the Plan
after such termination date.
(5) NO RIGHTS TO AWARDS OR LOANS; NO STOCKHOLDER RIGHTS. No Grantee
shall have any claim to be granted any Award or Loan under the Plan, and there
is no obligation for uniformity of treatment of Grantees. Except as provided
specifically herein, a Grantee or a transferee of an Award shall have no rights
as a stockholder with respect to any shares covered by the Award until the date
of the issuance of a stock certificate to him for such shares.
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(6) UNFUNDED STATUS OF AWARDS. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Grantee pursuant to an Award, nothing contained in
the Plan or any Award shall give any such Grantee any rights that are greater
than those of a general creditor of the Company.
(7) NO FRACTIONAL SHARES. No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards, or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
(8) REGULATIONS AND OTHER APPROVALS.
(1) The obligation of the Company to sell or deliver Stock with
respect to any Award granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or
appropriate by the Committee.
(2) Each Award is subject to the requirement that, if at any time
the Committee determines, in its absolute discretion, that the
listing, registration or qualification of Stock issuable pursuant to
the Plan is required by any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection
with, the grant of an Award or the issuance of Stock, no such Award
shall be granted or payment made or Stock issued, in whole or in part,
unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions not acceptable to the
Committee.
(3) In the event that the disposition of Common Stock acquired
pursuant to the Plan is not covered by a then current registration
statement under the Securities Act of 1933, as amended (the
"Securities Act"), and is not otherwise exempt from such registration,
such Stock shall be restricted against transfer to the extent required
by the Securities Act or regulations thereunder, and the Committee may
require a Grantee receiving Stock pursuant to the Plan, as a condition
precedent to receipt of such
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<PAGE> 20
Stock, to represent to the Company in writing that the Stock acquired
by such Grantee is acquired for investment only and not with a view to
distribution.
(9) GOVERNING LAW. The Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof.
18
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[Letterhead of Goodwin, Procter & Hoar LLP,
Exchange Place, Boston, MA 02109]
June 16, 1998
Fisher Scientific International Inc.
Liberty Lane
Hampton, New Hampshire 03842
Re: Fisher Scientific International Inc. Registration on Form S-8
-------------------------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 10,000,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of
Fisher Scientific International Inc. (the "Company") which may be issued
pursuant to the Fisher Scientific International Inc. 1998 Stock Option and
Incentive Plan (the "Plan").
We have acted as special counsel to the Company in connection with the
registration of the Shares under the Act. We have examined the Plan; the
Restated Certificate of Incorporation of the Company and the By-laws of the
Company, each as amended to date; such records of the corporate proceedings of
the Company as we have deemed necessary or appropriate as a basis for the
opinions set forth herein; and such certificates of officers of the Company
and others and such other records and documents as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and The Commonwealth of Massachusetts and
the general corporation laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.
<PAGE> 2
Fisher Scientific International Inc.
June 16, 1998
Page 2
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state law regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
Goodwin, Procter & Hoar LLP
<PAGE> 1
Exhibit 23.2
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
18, 1998 (March 9, 1998 as to note 2), appearing in the Annual Report on Form
10-K/A of Fisher Scientific International Inc. for the year ended December 31,
1997.
/s/ Deloitte & Touche LLP
New York, New York
June 16, 1998
