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As filed with the Securities and Exchange Commission on June 7, 1996
Registration 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
______________________
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3136595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 Duryea Road
Melville, New York 11747
516-843-5500
(Address of principal executive offices) (Zip code)
HENRY SCHEIN, INC. 1994 STOCK OPTION PLAN
(Full title of the plan)
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
516-843-5500
(Name and address, and telephone number,
including area code, of agent for service)
_________________________________
Copies of all communications to:
Robert A. Cantone, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
212-969-3000
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering Registration
to be registered registered(1) per share(2) price(2) Fee
Common Stock,
par value $.01 per 678,635 shares $13.35 $9,059,777.00 $3,124.06
share
(1) Represents the maximum number of shares of common stock, par value
$.01 per share ("Common Stock"), as to which awards may be granted
under the Henry Schein, Inc. 1994 Stock Option Plan, as amended and
restated effective as of July 1, 1995 (the "Plan"). Pursuant to Rule
416 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), there are also being registered such additional
indeterminate number of shares as may be required to cover possible
adjustments under the Plan.
(2) Computed pursuant to Rule 457(c) promulgated under the Securities Act,
based on a price per share of $4.21 in the case of outstanding options
to purchase 221,397 shares of Common Stock at an exercise price of
$4.21 per share, a price per share of $16.00 in the case of
outstanding options to purchase 402,400 shares of Common Stock at an
exercise price of $16.00 per share, a price per share of $29.00 in the
case of outstanding options to purchase 35,000 shares of Common Stock
at a price of $29.00 per share, a price per share of $31.00 in the
case of outstanding options to purchase 10,000 shares of Common Stock
at a price of $31.00 per share and $36.75 (the average of the high and
low sale prices of the Common Stock as reported on the NASDAQ National
Market on June 3, 1996) in the case of unissued options to purchase
9,838 shares of Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") by Henry Schein, Inc., a Delaware corporation (the
"Corporation" or the "Registrant"), are incorporated herein by reference:
(1) The Corporation's Annual Report filed on Form 10-K for the fiscal
year ended December 30, 1995.
(2) The Corporation Quarterly Report on Form 10-Q for the fiscal
quarter ended March 30, 1996.
(3) The description of the Corporation's common stock, par value $.01
per share, contained in the Company's Registration Statement filed on Form
8-A pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all remaining securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interest of Named Experts and Counsel.
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Not applicable.
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Item 6. Indemnification of Directors and Officers.
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Article TENTH of the Corporation's Amended and Restated Certificate of
Incorporation provides that the Corporation shall indemnify and hold harmless,
to the fullest extent authorized by the Delaware General Corporation Law, its
officers and directors against all expenses, liability and loss actually and
reasonably incurred in connection with any civil, criminal, administrative or
investigative action, suit or proceeding. The Certificate of Incorporation also
extends indemnification to those serving at the request of the Corporation as
directors, officers, employees or agents of other enterprises.
In addition, Article NINTH of the Corporation's Amended and Restated
Certificate of Incorporation provides that no director shall be personally
liable for any breach of fiduciary duty. Article NINTH does not eliminate a
director's liability (i) for a breach of his or her duty of loyalty to the
Corporation or its stockholders, (ii) for acts of intentional misconduct, (iii)
under Section 174 of the Delaware General Corporation Law for unlawful
declarations of dividends or unlawful stock purchases or redemptions, or (iv)
for any transactions from which the director derived an improper personal
benefit.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
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Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit Number Description
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4.1 Amended and Restated Articles of Incorporation
of the Corporation (incorporated by reference
to Exhibit 3.1 to the Corporation's
Registration Statement on Form S-1
(Registration No. 33-96528))
4.2 Bylaws of the Corporation (incorporated by
reference to Exhibit 3.2 to the Corporation's
Registration Statement on Form S-1
(Registration No. 33-96528))
5 Opinion of Proskauer Rose Goetz & Mendelsohn
LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Proskauer Rose Goetz & Mendelsohn
LLP (included in Exhibit 5)
24 Powers of Attorney (included on Page II-5)
99 Henry Schein, Inc. 1994 Stock Option Plan, as
amended and restated effective as of July 1,
1995 (incorporated by reference to Exhibit 10.8
to the Corporation's Registration Statement on
Form S-1 (Registration No. 33-96528))
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act; (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; and (iii) to include any
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material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the 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 the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the 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
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York, on June 6, 1996.
HENRY SCHEIN, INC.
By: /s/ Stanley M. Bergman
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Name: Stanley M. Bergman
Title: Chief Executive Officer and
President
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stanley M. Bergman and Mark E. Mlotek, or either
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act, without the other, for him or her
and in his or her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of Henry Schein, Inc., and any or all
amendments (including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of Common
Stock of the Company to be issued pursuant to the Company's 1994 Stock Option
Plan, as amended and restated effective as of July 1, 1995, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as full
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signatures Title Date
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/s/ Stanley M. Bergman Chairman, Chief Executive June 6, 1996
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Stanley M. Bergman Office and President
(Principal Executive Officer)
/s/ Steven Paladino Director, Senior Vice President June 6, 1996
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Steven Paladino and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ James P. Breslawski Director and Executive Vice June 6, 1996
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James P. Breslawski President
/s/ Gerald A. Benjamin Director and Senior Vice June 6, 1996
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Gerald A. Benjamin President of Administration
and Customer Satisfaction
/s/ Leonard A. David Director, Vice President of June 6, 1996
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Leonard A. David Human Resources and Special
Counsel
/s/ Mark E. Mlotek Director, Vice President, June 6, 1996
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Mark E. Mlotek General Counsel and Secretary
/s/ Pamela Joseph Director June 6, 1996
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Pamela Joseph
/s/ Marvin H. Schein Director June 6, 1996
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Marvin H. Schein
/s/ Irving Shafran Director June 6, 1996
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Irving Shafran
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EXHIBIT INDEX
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Exhibit
Number Description Location
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4.1 Amended and Restated incorporated by reference
Articles of Incorporation to Exhibit 3.1 to the
of the Corporation Corporation's Registration
Statement on Form S-1
(Registration No. 33-96528)
4.2 Bylaws of the Corporation incorporated by reference
to Exhibit 3.2 to the
Corporation's Registration
Statement on Form S-1
(Registration No. 33-96528)
5 Opinion of Proskauer Rose filed herewith
Goetz & Mendelsohn LLP
23.1 Consent of BDO Seidman, filed herewith
LLP
23.2 Consent of Proskauer Rose included in Exhibit 5
Goetz & Mendelsohn LLP
24 Powers of Attorney included on Page II-5
99 Henry Schein, Inc. 1994 incorporated by reference
Stock Option Plan, as to Exhibit 10.8 to the
amended and restated Corporation's Registration
effective as of July 1, Statement on Form S-1
1995 (Registration No. 33-96528)
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EXHIBIT 5
June 6, 1996
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
Ladies and Gentlemen:
We are acting as counsel to Henry Schein, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-8 with
exhibits thereto (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, relating to the registration of 678,635 shares (the "Shares") of
common stock, par value $.01 per share, of the Company. The Shares are to be
issued by the Company upon exercise of certain stock options (the "Options")
granted and to be granted to certain employees of the Company and its
subsidiaries pursuant to the Company's 1994 Stock Option Plan, as amended and
restated effective as of July 1, 1995 (the "Plan").
As such counsel, we have reviewed the corporate proceedings in connection
with the adoption of the Plan. We have also examined and relied upon originals
or copies, certified or otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper or necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares will be, when issued upon due exercise of options granted under the Plans
in accordance with the provisions of the Plan and in accordance with stock
option agreements entered into in accordance
with the provisions of the Plan (including payment of the option exercise price
provided for therein), legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
Exhibit 23.1
Consent of Independent Certified Public Accountants
Henry Schein, Inc.
Melville, New York
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 23, 1996, relating to the
consolidated financial statements of Henry Schein, Inc. and Subsidiaries
appearing in the Company's Annual Report on Form 10-K for the year ended
December 30, 1995. We also consent to the incorporation by reference of our
report on the financial statement schedule appearing in the Company's Annual
Report on Form 10-K.
BDO Seidman, LLP
New York, New York
June 6, 1996