As filed with the Securities and Exchange Commission on August 5, 1998
Registration No. 333-59793
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Amendment No. 1 to
Form S-3
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 135 Duryea Road 11-3136595
(State or other jurisdiction of incorporation or Melville, New York 11747 (I.R.S. Employer
organization) (516) 843-5500 Identification Number)
Stanley M. Bergman
Chairman, Chief Executive
Officer and President
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
(516) 843-5500
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
Copies to:
Robert A. Cantone, Esq. Mark E. Mlotek, Esq.
Proskauer Rose LLP Vice President, General Counsel and Secretary
1585 Broadway Henry Schein, Inc.
New York, New York 10036 135 Duryea Road
(212) 969-3000 Melville, New York 11747
(516) 843-5500
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered in connection with
dividend or interest reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: |_|
--------------------------------------------
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Prospectus
HENRY SCHEIN, INC.
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822,063 SHARES OF COMMON STOCK
($0.01 Par Value)
-------------------------------
This Prospectus has been prepared for use in connection with proposed
sales of up to 822,063 shares (the "Offered Shares") of the common stock, par
value $0.01 (the "Common Stock"), of Henry Schein, Inc. (the "Company"), that
may be offered and sold from time to time by or for the account of certain
stockholders of the Company (the "Selling Stockholders"). See "The Selling
Stockholders". The Company will receive no part of the proceeds of this
offering. The Offered Shares were acquired by the Selling Stockholders in
connection with certain acquisitions by the Company of businesses that were
owned or managed by the Selling Stockholders, collectively.
The Common Stock is traded on the Nasdaq Stock Market under the symbol
"HSIC". On July 21, 1998, the closing sale price of the Common Stock was $49.50.
Sales of Offered Shares may be made through brokers, dealers or agents or
directly to purchasers, and may be effected in the over-the-counter market or
otherwise, and at market prices prevailing at the time of sale, fixed prices or
negotiated prices. See "Manner of Sale".
The Selling Stockholders will bear all commissions, and other
compensation paid to brokers in connection with the sale of the Offered Shares.
The Company will bear the expense of registering the Offered Shares issued.
The Company is the largest distributor of healthcare products to
office-based healthcare practitioners, including dental practices and
laboratories, physician practices and veterinary clinics, in the combined North
American and European markets. See "The Company."
See "Risk Factors" beginning on page 4 for a discussion of certain
factors that should be considered by prospective purchasers of the Offered
Shares.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is August 5, 1998
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"). In accordance with the
Exchange Act, the Company files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC").
The Company has filed, through the Electronic Data Gathering, Analysis
and Retrieval System ("EDGAR"), a Registration Statement on Form S-3 (the
"Registration Statement") with the SEC under the Securities Act of 1933 (the
"Securities Act") with respect to the Offered Shares. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits thereto, certain portions of which have been omitted as permitted by
the rules and regulations of the SEC. Copies of the Registration Statement
(including such omitted portions) are available from the SEC upon payment of
prescribed rates. For further information, reference is made to the Registration
Statement and the exhibits filed therewith. Statements contained in this
Prospectus relating to the contents of any contract or other document referred
to herein or therein are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference.
This filed material can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the SEC:
Chicago Regional Office (Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661) and New York Regional Office (Seven World Trade Center,
New York, New York 10048). Copies of such material may be obtained by mail from
the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, such material can be inspected at
the offices of the National Association of Securities Dealers, Inc. (the
"NASD"), 1735 K Street, N.W., Washington, DC 20006. Material filed
electronically through EDGAR may also be accessed through the SEC's home page on
the World Wide Web at http://www.sec.gov.
2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
SEC, are incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended December
27, 1997 (File No. 0-27028);
(b) Amended Annual Report on Form 10-K/A for the fiscal year ended
December 27, 1997;
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended
March 28, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Offered Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates 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 of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that is incorporated or deemed incorporated by reference herein
modifies, supersedes or replaces such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in this Prospectus (excluding exhibits unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
the Company at 135 Duryea Road, Melville, New York 11747, Attention: Mark E.
Mlotek, telephone number (516) 843-5500.
3
RISK FACTORS
In addition to other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
Offered Shares. The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward looking statements. Any forward looking statements
contained in this Prospectus are subject to, among other things, the following
factors.
Competition
The healthcare products distribution business is intensely competitive.
The Company competes with numerous other companies, including several major
manufacturers and distributors. Some of these competitors have greater financial
and other resources than the Company. Most of the Company's products are
available from several sources, and its customers tend to have relationships
with several distributors. In addition, such competitors could obtain rights to
market particular products to the exclusion of the Company. Manufacturers also
could increase their efforts to sell directly to end-users, thereby by-passing
distributors such as the Company. Consolidation among healthcare products
distributors could result in existing competitors increasing their market
position through acquisitions or joint ventures, which may materially adversely
affect operating results. In addition, new competitors may emerge which could
materially adversely affect the Company's operating results. There can be no
assurance the Company will not face increased competition in the future.
Expansion Through Acquisitions and Joint Ventures
The Company intends to continue to expand in its domestic and
international markets, in part through acquisitions and joint ventures. However,
the Company's ability to continue to expand successfully through acquisitions
and joint ventures will depend upon the availability of suitable acquisition or
joint venture candidates at prices acceptable to the Company, the Company's
ability to consummate such transactions, and the availability of financing (in
the case of non-stock transactions) on terms acceptable to the Company. There
can be no assurance that the Company will be effective in making future
acquisitions or joint ventures. Such transactions involve numerous risks,
including possible adverse short-term effects on the Company's operating results
or the market price of the Common Stock. Certain of the Company's acquisitions
and future acquisitions may also give rise to an obligation by the Company to
make contingent payments or to satisfy certain repurchase obligations, which
payments could have an adverse financial effect on the Company. In addition,
integrating acquired businesses and joint ventures may result in a loss of
customers or product lines of the acquired businesses or joint ventures, and
also requires significant management attention and may place significant demands
on the Company's operations, information systems and financial resources. In
fiscal 1997, the Company completed 23 acquisitions. Since December 27, 1997, the
Company has entered into definitive agreements for, or completed, five
acquisitions. The failure to effectively integrate these or future acquisitions
and joint ventures with the Company's operations could adversely affect the
Company.
Since December 27, 1997, the Company has entered into definitive
agreements for, or completed, five acquisitions, the most significant of which
was the H. Meer Dental Supply Company, a leading full-service dental distributor
in the United States, with net sales for 1997 of approximately $180 million. See
"THE COMPANY - Recent Developments".
Control by Insiders
As of June 21, 1998, Stanley M. Bergman, Chairman of the Board, Chief
Executive Officer and President of the Company, owned, directly or indirectly,
approximately 3.2% of the outstanding shares of Common Stock and, by virtue of a
Voting Trust Agreement (which expires December 31, 1998 unless terminated
earlier) with certain of the Company's current principal stockholders, will have
the right to vote up to an aggregate of approximately 20.2% of the outstanding
shares of Common Stock. In addition, until
4
December 31, 1998, under certain circumstances, Mr. Bergman has the right to
direct the nomination of a majority of the nominees to the Company's Board of
Directors and, from January 1, 1999 until December 31, 2003, Mr. Bergman has the
right to direct the nomination of all, or, under certain circumstances, certain,
of the nominees to the Company's Board of Directors, and in all such events
certain of the current principal stockholders are required to vote for such
nominees. Because of these voting arrangements, Mr. Bergman has significant
influence over matters requiring the approval of the Company's Board of
Directors or stockholders of the Company. Under certain circumstances, these
voting arrangements may terminate prior to December 31, 1998. In that event,
certain of the Company's current principal stockholders may be able to
significantly influence all matters requiring stockholder approval, including
the election of directors. See "THE COMPANY--Reorganization."
Fluctuations in Quarterly Earnings
The Company's business has been subject to seasonal and other quarterly
influences. Net sales and operating profits have been generally higher in the
fourth quarter due to the timing of sales of software, year-end promotions, and
purchasing patterns of office-based healthcare practitioners, and have been
generally lower in the first quarter due primarily to increased purchases in the
prior quarter. Quarterly results may also be adversely affected by a variety of
other factors, including the timing of acquisitions and related costs, the
release of software enhancements, promotions, adverse weather, and fluctuations
in exchange rates associated with international operations. Strikes (such as the
recent strike by United Parcel Service of America, Inc. ("UPS")) or other
service interruptions could adversely affect the Company's ability to deliver
products on a timely basis and result in incremental shipping and payroll costs,
thereby adversely impacting quarterly results.
The Company uses UPS for delivery of substantially all domestic orders.
The Teamsters Union strike against UPS during the Company's third quarter of
fiscal 1997 substantially reduced UPS's ability to fulfill the shipments of its
customers' orders. During this period the Company made alternative arrangements
in order to maintain customer service levels. The use of such alternatives
resulted in approximately $1.3 million on a diluted basis, in higher
transportation and other operating costs, primarily payroll costs caused by the
need to sort customer orders for distribution to various regional couriers.
Additionally, after the strike, payroll costs continued to run at rates higher
than would otherwise be expected in order to handle inbound freight that was
backlogged as a result of the strike. None of the foregoing incremental costs
were passed along to customers. Subsequently, freight and payroll costs returned
to normal pre-strike levels.
Practice Management Software and Other Value Added Products
During fiscal 1997, approximately $35.9 million, or 2.5%, and $25.7
million, or 5.7%, of the Company's net sales and gross profit, respectively,
were derived from sales of the Company's Easy Dental(R) Plus, Dentrix Dental
System, and AVImark(R) practice management software and other value added
products to United States dental and veterinary office-based healthcare
practitioners. Competition among companies supplying practice management
software is intense and increasing. The Company's future sales of practice
management software will depend, among other factors, upon the effectiveness of
the Company's sales and marketing programs, the Company's ability to enhance its
products and its ability to provide ongoing technical support. There can be no
assurance that the Company will be successful in introducing and marketing
software enhancements or new software, or that such software will be released on
time or accepted by the market. The Company's software products, like software
products generally, may contain undetected errors or bugs when introduced or as
new versions are released. There can be no assurance that problems
5
with post-release software errors or bugs will not occur in the future. Any such
defective software may result in increased expenses related to the software and
could adversely affect the Company's relationships with the customers using such
software. The Company does not have any patents on its software and relies upon
copyright, trademark and trade secret laws; there can be no assurance that such
legal protections will be available or enforceable to protect its software
products. The Company's Easy Dental(R) Plus software products are generally
distributed under "shrink-wrap" licenses that are not signed by the customer
and, therefore, may be unenforceable in certain jurisdictions.
Foreign Operations
During fiscal 1997, approximately 11.9% and 12.7% of the Company's net
sales and gross profit, respectively, were derived from sales to customers
located outside the United States and Canada. The Company's international
businesses are subject to a number of inherent risks, including difficulties in
opening and managing foreign offices and distribution centers; establishing
channels of distribution; fluctuations in the value of foreign currencies;
import/export duties and quotas; and unexpected regulatory, economic and
political changes in foreign markets. There can be no assurance that these
factors will not adversely affect the Company's operating results.
Dependence on Senior Management
The Company's future performance will depend, in part, upon the efforts
and abilities of certain members of its existing senior management, particularly
Stanley M. Bergman, Chairman, Chief Executive Officer and President, Robert J.
Sullivan, Vice Chairman, James P. Breslawski and Bruce J. Haber, Executive Vice
Presidents, and Steven Paladino, Senior Vice President and Chief Financial
Officer. The loss of service of one or more of these persons could have an
adverse effect on the Company's business. The Company has entered into
employment agreements with Mr. Bergman, Mr. Sullivan and Mr. Haber. The success
of certain acquisitions and joint ventures effected by the Company may depend,
in part, on the Company's ability to retain key management of the acquired
businesses or joint ventures.
Changes in Healthcare Industry
In recent years, the healthcare industry has undergone significant
change driven by various efforts to reduce costs, including potential national
healthcare reform, trends toward managed care, cuts in Medicare, consolidation
of healthcare distribution companies and collective purchasing arrangements by
office-based healthcare practitioners. If the Company is unable to react
effectively to these and other changes in the healthcare industry, its operating
results could be adversely affected. The Company cannot predict whether any
healthcare reform efforts will be enacted and what effect any such reforms might
have on the Company or its customers and suppliers.
Government Regulation
The Company and its customers and suppliers are subject to extensive
Federal and state regulation in the United States, as well as regulation by
foreign governments, and the Company cannot predict the extent to which future
legislative and regulatory developments concerning their practices and products
or the healthcare industry may affect the Company. In addition, the Company, as
a marketer, distributor and manufacturer of healthcare products (including
through, among other entities, its 50%-owned company, HS Pharmaceutical, Inc.,
which distributes and manufactures generic pharmaceuticals), is required to
obtain the approval of Federal and foreign governmental agencies, including the
Food and Drug Administration, prior
6
to marketing, distributing and manufacturing certain of those products, and it
is possible that the Company may be prevented from selling new manufactured
products should a competitor receive prior approval. Further, the Company's
plants and operations are subject to review and inspection by local, state,
Federal and foreign governmental entities. The Company's suppliers are subject
to similar governmental requirements.
Risk of Product Liability Claims and Insurance
The sale, manufacture and distribution of healthcare products involves
a risk of product liability claims and adverse publicity. Although the Company
has not been subject to a significant number of such claims or incurred
significant liabilities due to such claims, there can be no assurance that this
will continue to be the case. In addition, the Company maintains product
liability insurance coverage and has certain rights to indemnification from
third parties, but there can be no assurance that claims outside or exceeding
such coverage will not be made, that the Company will be able to continue to
obtain insurance coverage, or that it will be successful in obtaining
indemnification from such third parties. The Company also may not be able to
maintain existing insurance coverage or obtain, if it determines to do so,
insurance providing additional coverage at reasonable rates.
Cost of Shipping
Shipping is a significant expense in the operation of the Company's
business. The Company ships almost all of its orders by UPS and other delivery
services, and typically bears the cost of shipment. Accordingly, any significant
increase in shipping rates could have an adverse effect on the Company's
operating results. Similarly, strikes or other service interruptions by such
shippers could cause the Company's operating expenses to rise and adversely
affect the Company's ability to deliver products on a timely basis. See
"--Fluctuations in Quarterly Earnings".
Reliance on Telephone and Computer Systems
The Company believes that its success depends, in part, upon its
telesales and direct marketing efforts and its ability to provide prompt,
accurate and complete service to its customers on a price- competitive basis.
Any continuing disruption in either the Company's computer system or telephone
system could adversely affect its ability to receive and process customer orders
and ship products on a timely basis. Any such disruption could adversely affect
its relations with customers.
Potential Volatility of Common Stock Prices
The market price of the Common Stock may be subject to fluctuations in
response to quarter-to- quarter variations in operating results, changes in
earnings estimates by investment analysts or changes in business or regulatory
conditions affecting the Company, its customers, its suppliers or its
competitors. The stock market historically has experienced volatility that has
particularly affected the market prices of securities of many companies in the
healthcare industry and which sometimes has been unrelated to the operating
performances of such companies. These market fluctuations may adversely affect
the market price of the Common Stock. Since December 27, 1997, the closing
market price of the Common Stock as reported on the Nasdaq National Market has
ranged from a high of $51 1/8 to a low of $29 1/4.
7
Anti-takeover Provisions; Possible Issuance of Preferred Stock
Certain provisions of the Company's Amended and Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation") and Amended and
Restated By-laws, as amended, as currently in effect may make it more difficult
for a third party to acquire, or may discourage acquisition bids for, the
Company and could limit the price that certain investors might be willing to pay
in the future for shares of Common Stock. These provisions, among other things:
(i) require the affirmative vote of the holders of at least 60% of the shares
entitled to vote to approve a merger or a sale, lease, transfer or exchange of
all or substantially all of the assets of the Company, and (ii) require the
affirmative vote of the holders of at least 66 2/3% of the shares entitled to
vote to (x) remove a director, (y) amend or repeal certain provisions of the
Company's Certificate of Incorporation, and (z) to amend or repeal the By-laws
of the Company (except that the Board of Directors may amend by-laws adopted
prior to the 1997 Annual Meeting of Stockholders). In addition, the rights of
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of any holders of preferred stock of the Company that may be issued
in the future and that may be senior to the rights of the holders of Common
Stock. Under certain conditions, Section 203 of the Delaware General Corporation
Law would prohibit the Company from engaging in a "business combination" with an
"interested stockholder" (in general, a stockholder owning 15% or more of the
Company's outstanding voting stock) for a period of three years. In addition,
the Company's 1994 Stock Option Plan and 1996 Non- Employee Director Stock
Option Plan provide for accelerated vesting of stock options upon a change in
control of the Company, and in certain instances, agreements between the Company
and its executive officers provide for increased severance payments if such
executive officers are terminated without cause within two years after a change
in control of the Company.
Shares Eligible for Future Sale
Future sales of substantial amounts of Common Stock in addition to the
Offered Shares (including shares issued upon the exercise of stock options) by
certain of the Company's current stockholders (including certain executive
officers, employees and affiliates of the Company), or the perception that such
sales could occur, could adversely affect the market price for the Common Stock.
As of July 17, 1998, approximately 8,300,000 shares of Common Stock,
constituting approximately 22.7% of the shares of Common Stock outstanding as of
that date, were eligible for immediate resale in the public market pursuant to
Rule 144 under the Securities Act, and other shares will become eligible for
resale as a result of the lapsing of Securities Act holding periods or future
acquisitions by the Company. In connection with the reorganization described
under "--Reorganization" below, the Company entered into a Registration Rights
Agreement with certain of its stockholders, and may grant additional
registration rights in connection with future acquisitions. In addition, an
aggregate of 4,063,833 shares of Common Stock are available for issuance upon
the exercise of outstanding options to purchase shares of Common Stock, all of
which shares would be, when issued, eligible for immediate resale in the public
market.
Reorganization
In connection with the reorganization of the Company's ownership and
the various agreements entered into in connection therewith between 1992 and
1994 (the "Reorganization"), certain stockholders of the Company made customary
representations, warranties and covenants and provided for indemnification with
respect to the structure of the transaction and for breaches of such
representations, warranties and covenants. No claims for such indemnification
have arisen to date. Applicable accounting rules provide that certain amounts
paid or assumed by such stockholders on behalf of the Company in satisfaction of
indemnity obligations may be required to be recorded by the Company for
financial reporting purposes as an expense.
8
Accordingly, although any such payment or assumption may not materially impact
the Company's cash flow, the Company's results of operations would be negatively
impacted in the period incurred. In addition, there can be no assurance that
such stockholders will have the resources in the future to meet their respective
indemnification obligations, if any, under such agreements.
Year 2000 Issues
Management has initiated a company-wide program to prepare the Company's
computer systems and applications for the year 2000, as well as identify
critical third parties which the Company relies upon to operate its business
to assess their readiness for the year 2000. The Year 2000 issue arises from
the widespread use of computer programs that rely on two-digit date codes to
perform computations or decision-making functions. The Company expects to
incur internal payroll costs as well as consulting costs and other expenses
related to infrastructure and facilities enhancements necessary to prepare for
the Company's systems for the year 2000. Management estimates that the cost of
this program will be between $2.0 million and $3.0 million, with approximately
$1.5 million representing incremental costs to the Company. There can be no
assurance that the systems of other companies which the Company's systems rely
upon will be timely converted, or that such failure to convert by another
company would not have a material adverse effect on the Company's systems and
results of operations.
Legal Proceedings
The manufacture or distribution of certain products by the Company
involves a risk of product liability claims, and from time to time the Company
is named as a defendant in products liability cases as a result of its
distribution of pharmaceutical and other healthcare products. As December 27,
1997, the Company was named a defendant in seventeen such cases. Of the
seventeen product liability claims, eleven involve claims made by healthcare
workers who claim allergic reaction relating to exposure to latex gloves. In
each of these cases, the Company acted as a distributor of both brand name and
"Henry Schein" private brand latex gloves which were manufactured by third
parties. To date, discovery in these cases has been limited to product
identification issues. The manufacturers in these cases have withheld
indemnification of the Company pending product identification; however, the
Company is taking steps to implead those manufacturers into each case in which
the Company is a defendant. The Company believes it is adequately covered by
insurance in all these cases, subject to certain self retention limits, and that
none of the currently pending cases should have a material adverse effect on the
Company.
The Company has various insurance policies, including product liability
insurance covering risks and in amounts it considers adequate. In many cases
the Company is covered by indemnification from the manufacturer of the product.
There can be no assurance that the coverage maintained by the Company is
sufficient to cover all future claims or will be available in adequate amounts
or at a reasonable cost, or that indemnification agreements will provide
adequate protection for the Company.
From time to time, as part of the Company's effort to expand its field
sales force, the Company frequently hires field sales consultants with
experience in the office-based healthcare practitioner industry. The Company's
hiring practices have from time to time resulted in litigation instituted by
former employers of the field sales consultants hired by the Company. The
Company intends to vigorously defend these litigations. The Company believes
that these actions will not have a material adverse effect on the Company.
In addition, the Company is subject to claims, suits and complaints about
its products, such as those involving governmental regulations, negligence and
torts, which arise in the ordinary course of the Company's business. One
complaint, which alleges negligence and breach of contract involving the sale of
software products sold by one of the Company's subsidiaries, has requested class
action certification. The Company intends to vigorously defend all such claims,
suits and complaints. In the opinion of the Company, all such pending matters
are covered by insurance or are of such kind, or involve such amounts, as would
not have a material adverse effect on the financial statements of the Company if
disposed of unfavorably.
THE COMPANY
General
The Company is the largest distributor of healthcare products and
services to office-based healthcare practitioners in the combined North American
and European markets. The Company has operations in the United States, Canada,
Mexico, the United Kingdom, The Netherlands, Belgium, Germany, France, the
Republic of Ireland, Austria and Spain. The Company sells products and services
to over 250,000 customers, primarily dental practices and dental laboratories,
as well as physician practices, veterinary clinics and institutions. In 1997,
the Company sold products to over 70% of the estimated 100,000 dental practices
in the United States. The Company believes that there is strong awareness of the
"Henry Schein" name among office-based healthcare practitioners due to its more
than 60 years of experience in distributing healthcare products. Through its
comprehensive catalogs and other direct sales and marketing programs, the
Company offers its customers a broad product selection of both branded and
private brand products that include approximately 55,000 stock keeping units
("SKUs") in North America and approximately 50,000 SKUs in Europe at published
prices that the Company believes are below those of many of its competitors. The
Company also offers various value-added products and services, such as practice
management software. As of December 27, 1997, the Company has sold over 26,000
dental practice management software systems, more than any of its competitors.
During 1997, the Company distributed over 12.0 million pieces of direct
marketing materials (such as catalogs, flyers and order stuffers) to
approximately 500,000 office-based healthcare practitioners. The Company
supports its direct marketing efforts with over 450 telesales representatives
who facilitate order processing and generate sales through direct and frequent
contact with customers and with approximately 850 field sales consultants. The
Company utilizes database segmentation techniques to more effectively market its
products and services to customers. In recent years, the Company has continued
to expand its management information systems and has established strategically
located distribution centers in the United States and Europe to enable it to
better serve its customers and increase its operating efficiency. The Company
believes that these investments, coupled with its broad product offerings,
enable the Company to provide its customers with a single source of supply for
substantially all their healthcare product needs and provide them with
convenient ordering and rapid, accurate and complete order fulfillment. The
Company estimates that approximately 99% of all orders in the United States and
Canada received before 7:00 p.m. and 4:00 p.m., respectively, are shipped on the
same day the order is received and approximately 92% of orders are received by
the customer within two days of placing the order. In addition, the Company
estimates that approximately 99% of all items ordered in the United States and
Canada are shipped without back ordering.
The Company's principal executive offices are located at 135 Duryea
Road, Melville, New York 11747, (516) 843-5500.
9
Recent Developments
Since December 27, 1997, the Company has entered into definitive
agreements for, or completed, five acquisitions, the most significant of which
was the H. Meer Dental Supply Company ("Meer"). Meer is a leading full-service
dental distributor in the United States with net sales for 1997 of approximately
$180 million. Upon closing, the Company will issue 3,000,000 shares of its
Common Stock in a merger transaction to be accounted for as a pooling of
interests.
On November 12, 1997, August 1, 1997 and February 28, 1997, the Company
completed the acquisitions of Sullivan Dental Products, Inc. ("Sullivan"), Micro
Bio-Medics, Inc. ("MBM") and Dentrix Dental Systems, Inc. ("Dentrix"),
respectively, in merger transactions accounted for as poolings of interests.
Pursuant to the respective merger agreements, the Company issued approximately
7,594,900, 3,231,400 and 1,070,000 shares of its Common Stock with aggregate
market values (on their respective closing dates) of approximately $266.8
million, $122.8 million and $29.4 million, respectively, and assumed and
exchanged all options to purchase Sullivan and MBM stock for options to purchase
approximately 1,192,000 and 1,117,000 shares, respectively, of the Company's
Common Stock.
Sullivan distributes consumable dental supplies to dentists using a
marketing strategy which combines personal visits with a catalog of
approximately 12,000 competitively priced items. Sullivan also sells, installs
and services dental equipment through 52 sales and service centers located
throughout the United States. Sullivan had net sales of approximately $241.6
million and earnings of $8.7 million in 1996, and net sales of $196.3 million
and earnings of $7.4 million in the first nine months of 1997.
MBM distributes medical supplies to physicians and hospitals in the New
York metropolitan area, as well as to healthcare professionals in sports
medicine, emergency medicine, school health, industrial safety, government and
laboratory markets nationwide. MBM had net sales of approximately $150.1 million
and earnings of $1.7 million in 1996, and net sales of $77.8 million and
earnings of $0.7 million for the first six months of their 1997 fiscal year.
Dentrix is a leading provider of clinically-based dental practice
management systems, with 1996 net sales of approximately $10.2 million, pro
forma earnings, after adjusting for taxes on previously untaxed earnings, of
$2.0 million and an approximate 3,500 installed user base as of December 28,
1996.
In connection with these acquisitions, the Company incurred certain
merger and integration costs of approximately $50.8 million during the year
ended December 27, 1997. Net of taxes, merger and integration costs were
approximately $1.17 per share, on a diluted basis. Merger and integration costs
consist primarily of investment banking, legal, accounting and advisory fees,
compensation, impairment of goodwill arising from acquired businesses integrated
into the Company's recent acquisitions of Sullivan and MBM, as well as certain
other integration costs associated with these mergers. Excluding the merger and
integration costs, net of the related tax benefit, net income and net income per
common share, on a diluted basis, would have been $41.7 million and $1.14,
respectively, for the year ended December 27, 1997.
Reorganization
The Company was formed on December 23, 1992 as a wholly-owned
subsidiary of Schein Holdings, Inc. ("Schein Holdings"). At that time, Schein
Holdings conducted the business in which the Company is now engaged and owned
100% of the outstanding capital stock of Schein Pharmaceutical, Inc. ("Schein
Pharmaceutical"), a company engaged in the manufacture and distribution of
multi-source pharmaceutical products.
In December 1992, Schein Holdings separated the Company's business from
Schein Pharmaceutical by transferring to the Company all of the assets and
liabilities of the healthcare distribution business now conducted by the
Company, including Schein Holdings' 50% interest in HS Pharmaceutical, Inc. ("HS
Pharmaceutical"), a manufacturer and distributor of generic pharmaceuticals
(together with the events
10
described below, the "Reorganization"). No other assets or liabilities,
including the assets and liabilities associated with Schein Pharmaceutical's
business, were transferred to the Company. In connection with the
Reorganization, the Company agreed to indemnify Schein Holdings for all of the
liabilities assumed by the Company, and Schein Holdings agreed to indemnify the
Company for the liabilities associated with Schein Pharmaceutical's business of
manufacturing and distributing generic pharmaceuticals. Other than certain
common stockholders, there is no affiliation between the Company and Schein
Pharmaceutical, and all transactions between the Company and Schein
Pharmaceutical are on an arm's-length basis.
In February 1994, the Company, Schein Holdings, Stanley M. Bergman,
Marvin H. Schein, Pamela Joseph, Pamela Schein, Steven Paladino, James P.
Breslawski, Martin Sperber (the Chief Executive Officer of Schein
Pharmaceutical) and certain other parties entered into a number of agreements as
part of the Reorganization (the "Reorganization Agreements"). In September 1994,
pursuant to the Reorganization Agreements, all of the shares of Common Stock
held by Schein Holdings were distributed to certain of the current stockholders
of the Company. Marvin H. Schein, Pamela Schein and Pamela Joseph have agreed to
severally indemnify the Company against certain potential costs and claims, if
any, which might be incurred by the Company in the future from the transactions
related to the Reorganization. The Company and Schein Pharmaceutical also agreed
that, after September 1994, the Company would be entitled to use the "Henry
Schein" name in activities involving non-pharmaceutical products and
pharmaceuticals for dental and veterinary purposes, which activities may include
marketing, distributing, labeling, packaging, and manufacturing (such as HS
Pharmaceutical's manufacturing of generic pharmaceuticals and the Company's
Schein Dental Equipment subsidiary's manufacturing of large dental equipment),
which are the principal manufacturing activities currently conducted by the
Company, its subsidiaries and 50%-or-less owned entities selling such products.
The Company and Schein Pharmaceutical also agreed that after September 1994,
Schein Pharmaceutical would be entitled to use the "Schein Pharmaceutical" name
in similar activities involving pharmaceuticals for non-dental human treatment.
Schein Pharmaceutical is not permitted to use the name "Henry Schein."
One of the Reorganization Agreements, a Voting Trust Agreement (the
"Voting Trust"), gives Stanley M. Bergman (or his successor trustee), as Voting
Trustee, the right to vote all of the shares of Common Stock owned by certain
stockholders of the Company, approximately 20.4% of the outstanding shares of
Common Stock. Another of the Reorganization Agreements, the Amended and Restated
HSI Agreement, as amended (the "Global Agreement"), provides that, until the
earlier of January 1, 1999 or the termination of the Voting Trust, Mr. Bergman
(or his successor trustee) has the right to nominate all but three of the
nominees to the Company's Board of Directors, and Marvin H. Schein, Pamela
Joseph and Pamela Schein have the right to serve as or nominate the remaining
three directors. In general, from January 1, 1999, unless the Voting Trust has
terminated prior thereto, until the earlier of January 1, 2004 or the first date
on which Marvin H. Schein and his family group no longer beneficially own at
least 25% of the outstanding Common Stock that they owned immediately after the
Reorganization or the date of certain changes in the Company's management, Mr.
Bergman (or his successor trustee) has the right to nominate all of the nominees
to the Company's Board of Directors, provided, that if Marvin H. Schein does not
approve such nominations, Mr. Bergman (or his successor trustee) and Mr. Schein
will each nominate that number of nominees equal to one-half of the entire
Board, rounded down to the nearest whole number (of which one will be an
independent nominee), and the remaining nominee (if there is an odd number of
directors) will be selected by the two independent nominees. As a result of the
foregoing, until December 31, 1998, Mr. Bergman, as a practical matter, will be
able to significantly influence all matters requiring stockholder approval,
including the election of directors, and until January 1, 2004, Mr. Bergman will
have the ability to significantly influence the election of all or a substantial
number of the directors of the Company.
11
The Global Agreement also requires the parties to the Voting Trust and
Marvin H. Schein to vote in favor of the individuals so nominated as first
described above until the earlier of January 1, 1999 or the termination of the
Voting Trust, and thereafter (assuming no prior termination of the Voting Trust)
to vote their shares in favor of the nominees of Stanley M. Bergman and, if
applicable, Marvin H. Schein, until January 1, 2004. The Voting Trust terminates
on December 31, 1998, but is subject to earlier termination if, among other
things, Stanley M. Bergman ceases to be employed by or serve as a director of
the Company (unless certain other members of current management are serving as
senior executives of the Company) or the Company consummates a business
combination which results in Marvin H. Schein (including his family members)
owning less than 5% of the voting securities of the surviving corporation.
The Global Agreement affords Marvin H. Schein or his designee the right
to serve on each committee of the Board of Directors to which the Company's
Board of Directors has delegated decision-making authority and the right to call
a special meeting of the Company's Board of Directors. The Global Agreement also
limits the Company's ability to adopt a stockholder rights plan or "fair price
amendment," if such plan or amendment would affect Marvin H. Schein or Pamela
Schein (including their respective family members), as long as Marvin H. Schein
or Pamela Schein owns certain specified percentages of the outstanding Common
Stock. The Global Agreement also limits the ability of Marvin H. Schein, Pamela
Schein and Pamela Joseph to participate in any solicitation of proxies or any
election contest.
The Global Agreement places certain restrictions on the ability of the
parties thereto to transfer any of the shares of Common Stock owned by them and
further provides that the Company may not, prior to the earlier of December 31,
2003 or the first date on which neither Marvin H. Schein nor Pamela Schein
(including their respective family members) owns at least 5% of the outstanding
shares of Common Stock; (i) issue in one or more private transactions securities
having more than 20% of the total votes that can be cast in any election of
directors of the Company without first offering Marvin H. Schein and Pamela
Schein (including their respective family members) the right to purchase such
securities; (ii) issue securities in connection with a business combination
having more than 20%, or resulting in a person owning more than 20%, of the
total votes that can be cast in any election of directors without the consent of
Marvin H. Schein; or (iii) issue preferred stock having the right to cast more
than 20% of the total votes that can be cast in any election of directors of the
Company. In addition, certain members of management have agreed not to transfer
their shares until November 3, 1998, subject to acceleration in Mr. Bergman's
discretion. Restrictions on the ability of stockholders to transfer their stock
may make it more difficult for a third party to acquire, or may discourage
acquisition bids for, the Company, and could limit the price that certain
investors might be willing to pay in the future for the Common Stock.
The Global Agreement provides that the Company will indemnify each of
the other parties to the Reorganization Agreements, and their family groups,
from damages resulting from (i) claims asserted by third parties relating to the
Reorganization Agreements and (ii) any material breach of a representation,
warranty or covenant made by the Company in any of the Reorganization
Agreements. Marvin H. Schein has agreed to consult with Pamela Schein prior to
the exercise of certain of his rights of approval and consent under the
Reorganization Agreements.
12
SELLING STOCKHOLDERS
The following table lists the names and business addresses of each
Selling Stockholder, the number of shares of Common Stock beneficially owned by
each Selling Stockholder as of July 22, 1998, and the number of Offered Shares
being offered by each Stockholder hereby . Each of the Selling Stockholders owns
less than 1% of the outstanding shares of Common Stock. Except as noted below,
each Selling Stockholder in the table has sole voting and investment power as to
the Offered Shares shown as being owned by such person.
Number of Shares to
Number of Shares be Beneficially Owned
Beneficially Number of Shares After
Name and Address Owned Prior toOffering Offered Offering
- ------------------------------------------ ------------------------ ------------------ -----------------------
Number
------
Mr. Palmer Bedsole 293,669 293,669 0
c/o Bedsole Medical Companies, Inc.
3280 Dauphin Street
Mobile, Alabama 36606-4060
J. Dan McDonald 17,798 17,798 0
c/o Bedsole Medical Companies, Inc.
3280 Dauphin Street
Mobile, Alabama 36606-4060
A. B. Riser, Jr. 35,596 35,596 0
c/o Bedsole Medical Companies, Inc.
3280 Dauphin Street
Mobile, Alabama 36606-4060
Joseph C. Robertson (1) 223,656 178,681 44,975
c/o Arcona Health Inc.
17 Keefer Road
St. Catharines, Ontario L2M 6KY
Anita Robertson (1) 199,400 154,425 44,975
c/o Arcona Health Inc.
17 Keefer Road
St. Catharines, Ontario L2M 6KY
Carman Adair (1)(2) 94,444 55,894 38,550
c/o Arcona Health Inc., Western Division
1454 Cliveden Avenue
Delta, British Columbia V3M6L9
Lorraine Adair (1)(2) 86,000 86,000 0
c/o Arcona Health Inc., Western Division
1454 Cliveden Avenue
Delta, British Columbia V3M6L9
- ---------------------------
(1) The shares shown as beneficially owned represent shares of Common Stock that
the Selling Stockholders are entitled to receive at their election in exchange
for shares that they received in a Canadian subsidiary of the Company. The
Selling Stockholders intend to effect such exchange promptly with respect to the
Offered Shares.
(2) Includes 50,000 shares indirectly owned by Lorraine Adair, Carman Adair's
wife, through No. 191 Seabright Holdings Ltd., a corporation wholly-owned by
them. Each of them may be deemed to share voting and dispositive power with
respect to the 50,000 shares owned by the corporation.
13
MANNER OF SALE
This Prospectus, as appropriately amended or supplemented, may be used
from time to time by the Selling Stockholders to offer and sell the Offered
Shares in transactions in which they and any broker-dealer through whom such
shares are sold may be deemed to be underwriters within the meaning of the
Securities Act. The Company will receive none of the proceeds from any such
sales. There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the shares of Common Stock described
herein. Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of Common Stock bought through a block trade, special offering, exchange
distribution or secondary distribution, a supplemented Prospectus will be filed,
pursuant to Rule 424(b) under the Securities Act, setting forth (i) the name of
each Selling Stockholder and the participating broker-dealer(s), (ii) the number
of shares involved, (iii) the price at which the shares were sold, (iv) the
commissions paid or the discounts allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out in this Prospectus and (vi) other facts material
to the transaction.
Selling Stockholders may sell the shares being offered hereby from time
to time in transactions (which may involve crosses and block transactions) on
the Nasdaq National Market (the "NMS"), in negotiated transactions or otherwise,
at market prices prevailing at the time of the sale or at negotiated prices.
Selling Stockholders may sell some or all of the shares in transactions
involving broker-dealers, who may act solely as agent and/or may acquire shares
as principal. Broker-dealers participating in such transactions as agent may
receive commissions from Selling Stockholders (and, if they act as agent for the
purchaser of such shares, from such purchaser), such commissions computed in
appropriate cases in accordance with the applicable rules of the NMS, which
commissions may be at negotiated rates where permissible under such rules.
Participating broker-dealers may agree with Selling Stockholders to sell a
specified number of shares at a stipulated price per share and, to the extent
such broker-dealer is unable to do so acting as an agent for the Selling
Stockholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer's commitment to Selling Stockholders. Broker-dealers
who acquire shares as principal may thereafter resell such shares from time to
time in transactions (which may involve crosses and block transactions and which
may involve sales to or through other broker-dealers, including transactions of
the nature described in the preceding two sentences) on the NMS, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
commissions from the purchaser of such shares.
The Company has agreed to indemnify each Selling Stockholder under the
Securities Act against certain liabilities, including liabilities arising under
the Securities Act. Each Selling Stockholder may indemnify any broker-dealer
that participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
14
EXPERTS
The consolidated financial statements and schedule included in the
Company's Annual Report on Form 10-K for the year ended December 27, 1997, which
are incorporated by reference in this Prospectus, have been audited by BDO
Seidman, LLP, independent auditors, as set forth in their reports included
therein and incorporated herein by reference which, as to the years 1996 and
1995, is based in part on the reports of Deloitte & Touche LLP and Miller Ellin
& Company, independent auditors. Such financial statements audited by BDO
Seidman, LLP are incorporated by reference herein in reliance upon such report
given the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of Offered Shares of Common Stock has been passed upon for
the Company by Proskauer Rose LLP, counsel to the Company.
15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses in connection with the distribution of the securities
being registered hereunder (all of which are already outstanding) are:
Securities and Exchange Commission registration fee $ 11,682
Accounting fees and expenses.................................................. $ 5,000
Legal fees and expenses (other than Blue Sky fees and expenses)............... $ 10,000
Miscellaneous................................................................. $ 2,000
--------
Total................................................................ $ 28,682
========
All amounts except the Securities and Exchange Commission registration
fee are estimated.
Item 15. 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, as amended, 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 or omissions 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
interests 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.
II-1
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) for liabilities arising 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 16. Exhibits and Financial Statements
The exhibits required by Item 601 of Regulation S-K and filed herewith
are listed on the Exhibit Index immediately preceding the exhibits. All
schedules are omitted as the required information is presented in the financial
statements or related notes incorporated by reference in the Prospectus or are
not applicable.
Item 17. 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
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 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.
II-2
(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 that 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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, suite 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 Act and will
be governed by the final adjudication of such issue.
II-3
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-3 and has duly caused this
Amendment No. 1 to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Melville, State of
New York on July 22, 1998.
Henry Schein, Inc.
By: *
---------------------------------
Stanley M. Bergman
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
* Chairman, Chief Executive Officer, August 5, 1998
- ------------------------- President and Director (principal
Stanley M. Bergman executive officer)
* Executive Vice Chairman and Director August 5, 1998
- ---------------------------
James P. Breslawski
/s/ STEVEN PALADINO Senior Vice President, Chief Financial August 5, 1998
- --------------------------- Officer and Director (principal financial and
Steven Paladino accounting officer)
* Senior Vice President-Administration August 5, 1998
- --------------------------- and Customer Satisfaction and Director
Gerald A. Benjamin
II-4
* Vice President-Human Resources, Special August 5, 1998
- --------------------------- Counsel and Director
Leonard A. David
* Vice President, General Counsel, Secretary August 5, 1998
- --------------------------- and Director
Mark E. Mlotek
* Director August 5, 1998
- ---------------------------
Marvin H. Schein
* By:/s/ STEVEN PALADINO
--------------------------
Steven Paladino
Attorney-in-Fact
II-5
EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- --------
3.1 Form of Amended and Restated Articles of Incorporation. (Incorporated by --
reference to Exhibit 3.1 to Henry Schein, Inc.'s Registration Statement on
Form S-1, Reg. No. 33-96528)
3.2 Amendments dated November 12, 1997 to Amended and Restated Articles of --
Incorporation (Incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on From 10-K for the fiscal year ended December 27, 1997)
3.3 Amendment dated June 16, 1998 to Amended and Restated Articles of --
Incorporation (Previously filed)
3.4 Form of Amended and Restated Bylaws. (Incorporated by reference to --
Exhibit 3.2 to Henry Schein, Inc.'s Registration Statement on Form S-1, Reg.
No. 33-96528)
3.5 Amendments to Amended and Restated By-laws adopted July 15, 1997. --
(Incorporated by reference to Exhibit 3.3 to Henry Schein, Inc.'s Registration
Statement on Form S-4, Reg. No. 333-36081)
5 Opinion of Proskauer Rose LLP regarding legality. II-9
11.1 Statements regarding computation of per share income (filed as part of Henry --
Schein, Inc.'s Current Report on Form 8-K dated June 24, 1997
and incorporated by reference in the Proxy Statement/Prospectus
included in this Registration Statement)
23.1 Consent of BDO Seidman, LLP II-10
23.2 Consent of Deloitte & Touche LLP II-11
23.3 Consent of Miller, Ellin & Company II-12
23.4 Consent of Proskauer Rose LLP (included in Exhibit 5) --
24.1 Powers of Attorney (included as part of the signature pages on page II-4 of --
the Registration Statement).
II-6
Exhibit 5
PROSKAUER ROSE LLP
1585 Broadway
New York, New York 10036
August 4, 1998
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 Amendment No. 1 to the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company under the
Securities Act of 1933 with respect to 822,063 shares (the "Shares") of the
common stock, par value $.01 (the "Common Stock"), of the Company. The
Registration Statement relates to the offer and sale of the Shares by certain
selling stockholders.
We have examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such corporate records,
documents, agreements and instruments relating to the Company, and certificates
of public officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper or
necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are 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
II-9
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Henry Schein, Inc.
Melville, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of Henry Schein, Inc. on Form
S-3 of our reports dated February 27, 1998 relating to the consolidated
financial statements and schedule of Henry Schein, Inc. (the "Company") and of
our report dated January 30, 1998 (except for Note 13, as to which the date is
March 20, 1998) relating to the financial statements of HS Pharmaceutical, Inc.
appearing in the Company's Annual Report on Form 10-K for the year ended
December 27, 1997.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
New York, New York
July 23, 1998
II-10
Exhibit 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Henry Schein, Inc. on Form S-3 of our report dated February 18,
1997 relating to Sullivan Dental Products, Inc. for the year ended December 31,
1996 appearing in the Annual Report on Form 10-K of Henry Schein, Inc. for the
year ended December 27, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
July 24, 1998
II-11
Exhibit 23.3
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of Henry Schein, Inc. 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. (the "Company") appearing in the Company's Annual Report on
Form 10-K and 10-K/A-1 for the year ended November 30, 1996.
/s/ MILLER, ELLIN & COMPANY
New York, New York
July 24, 1998
II-11
