As filed with the Securities and Exchange Commission on November 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3136595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 Duryea Road
Melville, New York 11747
516-843-5500
(Address of principal executive offices) (Zip code)
SULLIVAN DENTAL PRODUCTS, INC. 1990 INCENTIVE STOCK OPTION PLAN
SULLIVAN DENTAL PRODUCTS, INC. NON-QUALIFIED STOCK OPTIONS
SULLIVAN DENTAL PRODUCTS, INC. 1995 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plans)
Mark E. Mlotek, Esq.
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
516-843-5500
(Name and address, and telephone number,
including area code, of agent for service)
---------------------------------
Copies of all communications to:
Robert A. Cantone, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
212-969-3000
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, 1,205,823 shares $12.41 $14,964,264 $4,534.63
par value $.01
=========================== =========================== =========================== =========================== ================
(1) Represents the aggregate number of shares of the common stock, par
value $.01 (the "Common Stock"), of Henry Schein, Inc (the "Company")
issuable upon the exercise of the outstanding stock options granted by
Sullivan Dental Products, Inc. ("Sullivan") under the Sullivan 1990
Incentive Stock Option Plan or the Sullivan 1995 Long-Term Stock
Incentive Plan or pursuant to the exercise of certain outstanding
options granted by Sullivan under non-qualified stock option agreements
(collectively, the "Sullivan Plans"), which options are being assumed
by the Company in connection with the acquisition of Sullivan by the
Company pursuant to the Agreement and Plan of Merger dated as of August
3, 1997 among Schein, Sullivan and HSI Acquisition Corp.
(2) Represents weighted average offering price computed pursuant to Rule
457(h) promulgated under the Securities Act of 1933 using the weighted
average option exercise price per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Henry Schein, Inc., a Delaware corporation (the
"Company" or the "Registrant"), are incorporated herein by reference:
(1) The Company's Annual Report filed on Form 10-K for the
fiscal year ended December 28, 1996.
(2) The Company's Amended Annual Report filed on Form 10-K/A for
the fiscal year ended December 28, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 29, 1997.
(4) The Company's Current Report on Form 8-K dated June 24, 1997.
(5) The Company's Current Report on Form 8-K dated August 1, 1997.
(6) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 28, 1997.
(7) The description of the Company's common stock, par value $.01
per share, contained in the Company's Registration Statement
filed on Form 8-A dated October 27, 1995 pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all remaining securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Article TENTH of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify and hold harmless, to
the fullest extent authorized by the Delaware General Corporation Law, its
officers and directors against all expenses, liability and loss actually and
reasonably incurred in connection with any civil, criminal, administrative or
investigative action, suit or proceeding. The Amended and Restated Certificate
of Incorporation also extends indemnification to those serving at the request of
the Company as directors, officers, employees or agents of other enterprises.
In addition, Article NINTH of the Company's Amended and Restated
Certificate of Incorporation provides that no director shall be personally
liable for any breach of fiduciary duty. Article NINTH does not eliminate a
director's liability (i) for a breach of his or her duty of loyalty to the
Company or its stockholders, (ii) for acts of intentional misconduct, (iii)
under Section 174 of the Delaware General Corporation Law for unlawful
declarations of dividends or unlawful stock purchases or redemptions, or (iv)
for any transactions from which the director derived an improper personal
benefit.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify its directors and officers against expenses (including
attorney's fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties, if such directors or officers acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
Section 102(b)(7) of the Delaware General Corporation Law provides that
a corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
- -------------- -----------
4.1 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4
(Registration No. 333-30615))
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4.2 Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Registration No.
333-30615))
5 Opinion of Proskauer Rose LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Miller, Elling & Company
23.3 Consent of Proskauer Rose LLP (included in Exhibit 5)
24 Powers of Attorney (included on Page II-5)
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the
start of any delayed offereing or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided, that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect
to registration statements on Form F-3, a post-effective amendment need
not be filed to include financial statements and information required
by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such
financial statements and information are contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Form F-3.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration
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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, 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 November 10, 1997.
HENRY SCHEIN, INC.
By: /s/ STANLEY M. BERGMAN
--------------------------------------
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, and each
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act, without the other, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 of Henry Schein, Inc., and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them, or
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ STANLEY M. BERGMAN Chairman, Chief Executive November 10, 1997
- --------------------------------- Officer, Director and President
Stanley M. Bergman (Principal Executive Officer)
/s/ STEVEN PALADINO Director, Senior Vice President November 10, 1997
- ------------------------------------- and Chief Financial Officer
Steven Paladino (Principal Financial Officer
and Principal Accounting Officer)
/s/ JAMES P. BRESLAWSKI Director November 10, 1997
- ------------------------------------
James P. Breslawski
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Signatures Title Date
---------- ----- ----
/s/ GERALD A. BENJAMIN Director November 10, 1997
- -----------------------------------
Gerald A. Benjamin
/s/ LEONARD A. DAVID Director November 10, 1997
- -------------------------------------
Leonard A. David
/s/ MARK E. MLOTEK Director November 10, 1997
- --------------------------------------
Mark E. Mlotek
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EXHIBIT INDEX
Exhibit
Number Description Location
-------- ------------ ---------
4.1 Amended and Restated Articles of Incorporated by reference to Exhibit 3.1 to the
Incorporation of the Company Company's Registration Statement on Form S-4
(Registration No. 333-30615)
4.2 Amended and Restated Bylaws of the Incorporated by reference to Exhibit 3.2 to the
Company Company's Registration Statement on Form S-4
(Registration No. 333-30615 )
5 Opinion of Proskauer Rose LLP Filed herewith
23.1 Consent of BDO Seidman, LLP Filed herewith
23.2 Opinion of Miller, Ellin & Co., Inc. Filed herewith
23.3 Consent of Proskauer Rose LLP Included in Exhibit 5
24 Powers of Attorney Included on Page II-5
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Exhibit 5
November 10, 1997
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
Ladies and Gentlemen:
We are acting as counsel to Henry Schein, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8
(the "Registration Statement") filed by the Company under the Securities Act
of 1933, relating to the registration of 1,205,823 shares (the "Shares") of the
common stock, par value $.01 per share, of the Company. The Shares are issuable
by the Company upon the exercise of certain stock options granted by Sullivan
Dental Products, Inc. ("Sullivan") under the Sullivan 1990 Incentive Stock
Option Plan or the Sullivan 1995 Long-Term Stock Incentive Plan, or upon the
exercise of certain non-qualified stock options granted by Sullivan
(collectively, the "Assumed Options"), which options will be assumed by the
Company under the terms and conditions of Section 7.8 of the Agreement and Plan
of Merger, dated August 3, 1997, among the Company, Sullivan and HSI Acquisition
Corp.
We have examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such corporate records,
documents, agreements and instruments relating to the Company, and certificates
of public officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper or
necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares will be, when issued upon due exercise of the Assumed Options, in
accordance with the provisions of the stock option agreements and underlying
plans (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 LLP
By: /s/ ROBERT A. CANTONE
A member of the firm
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 reports dated March 7, 1997 relating
to the consolidated financial statements and schedule of Henry Schein, Inc. (the
"Company") and of our report dated February 5, 1997 relating to the financial
statements of HS Pharmaceutical, Inc., appearing in the Company's Annual Report
on Form 10-K and 10-K/A for the year ended December 28, 1996 and Form 8-K dated
June 24, 1997.
/s/ BDO SEIDMAN LLP
New York, New York
November 7, 1997
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use of our report dated February 12, 1997,
except for Notes 8 and 12, which are dated March 7, 1997, relating to the
consolidated financial statements and schedule of Micro Bio-Medics, Inc.
appearing in Micro Bio-Medics, Inc.'s annual Report on Form 10-K and 10-K/A-1
for the year ended November 30, 1996, which is incorporated by reference into
this Form S-8 Registration Statement filed on behalf of Henry Schein, Inc.
/s/ MILLER, ELLIN & COMPANY
New York, New York
November 7, 1997
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