As filed with the Securities and Exchange Commission on December 16, 1998
Registration No. 333-68015
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 and agent for service)
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: |_|
CALCULATION OF REGISTRATION FEE
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Title of shares to be Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
registered registered(1) price per share(1) offering price registration
fee
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Common Stock, par value $.01 per share. 1,059,011 shares $37.50 / 37.375 $39,712,905 $11,040(2)
====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
and based, pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, upon the average of the high and low prices of the Common
Stock on the Nasdaq Stock Market on November 19, 1998 as to 1,058,961
shares and upon the average of the high and low prices of the Common
Stock on the Nasdaq Stock Market on December 15, 1998 as to 50 shares.
(2) All of which was previously paid.
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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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1,059,011 SHARES OF COMMON STOCK
($0.01 Par Value)
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The shareholders of Henry Schein, Inc. (the "Company") listed below
(the "Selling Shareholders") are offering and selling up to 1,058,961 shares
(the "Offered Shares") of the common stock, par value $0.01 (the "Common
Stock"). The Company will receive no part of the proceeds of this offering.
The Selling Shareholders obtained the Offered Shares in connection with
acquisitions made by the Company.
The Selling Shareholders may offer the Offered Shares through
brokers, dealers or agents or directly to purchasers. These transactions may
be effected in the over-the-counter market or otherwise, and at market prices
prevailing at the time of sale, or at privately negotiated prices. 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 in this offering.
The Common Stock is traded on the Nasdaq Stock Market under the
symbol "HSIC". On November 20, 1998, the closing sale price of the Common
Stock was $38 1/8.
Investing in the Offered Shares involves certain risks. See "Risk
Factors" beginning on page 4 for a discussion of certain factors that should
be considered by prospective purchasers of the Offered Shares.
-------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is December 16, 1998
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Thus, we
file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document we file at the SEC's public reference room in
Washington, D.C. at 450 Fifth Street, N.W., Washington, D.C. 20549, or in the
public reference rooms located in New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the
SEC's Website at "http"//www.sec.gov".
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings
we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act:
(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.
(d) Quarterly Report on Form 10-Q for the fiscal quarter ended June 27,
1998.
(e) Quarterly Report on Form 10-Q for the fiscal quarter ended
September 27, 1998.
(f) Current Report on Form 8-K dated November 24, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
(516) 843-5500
Attention: Mark E. Mlotek
The Company has filed with the SEC a registration statement on Form
S-3 (the "Registration Statement") under 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 the 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 or the Registration
Statement relating to the contents of any contract or other document filed as
an exhibit to the Registration Statement are not necessarily complete, and in
each instance are qualified in all respects by the full text of such contract
or document.
2
You should rely only on the information or representations provided
in this Prospectus. We have authorized no one to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
Prospectus is accurate as of any date other than the date on the cover page.
3
RISK FACTORS
You should carefully consider the following factors and other
information in this Prospectus before deciding to invest 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.
Highly Competitive Nature of Healthcare Products Distribution Industry
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. The
Company's ability to continue to expand successfully through acquisitions and
joint ventures will depend upon the following:
o the availability of suitable acquisition or joint venture
candidates at prices acceptable to the Company;
o the Company's ability to consummate such transactions; and
o 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. Some 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:
o may result in a loss of customers or product lines of the
acquired businesses or joint ventures;
o requires significant management attention; and
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o may place significant demands on the Company's operations,
information systems and financial resources.
In fiscal 1997, the Company completed 24 acquisitions. Since December
27, 1997, the Company has completed five acquisitions. The most significant of
these acquisitions was the H. Meer Dental Supply Co. ("Meer"), a leading
full-service dental distributor serving over 40,000 dentists, dental
laboratories and institutions throughout the United States, with net sales for
1997 of approximately $18.0 million. If the Company fails to effectively
integrate these or future acquisitions and joint ventures with the Company's
operations the Company could be adversely affected.
Control by Insiders
As of November 20, 1998, Stanley M. Bergman, Chairman of the Board,
Chief Executive Officer and President of the Company, owned, directly or
indirectly, approximately 2.2% of the outstanding shares of Common Stock. In
addition, by virtue of a Voting Trust Agreement (which expires December 31,
1998 unless terminated earlier) with certain of the Company's current
principal stockholders, Mr. Bergman has the right to vote up to an aggregate
of approximately 18.3% of the outstanding shares of Common Stock. Moreover,
pursuant to an amended and restated agreement with, among others, certain of
the Company's current principal stockholders (the "HSI Agreement"), Mr.
Bergman has the right to direct the nomination of a majority of the nominees
to the Company's Board of Directors until December 31, 1998. Thereafter, the
HSI Agreement provides that until January 1, 2004, Mr. Bergman has the right
to direct the nomination of all of the nominees to the Company's Board of
Directors. However, if Marvin H. Schein, a principal stockholder and a member
of the Board of Directors, does not approve such nominations, Mr. Bergman 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. Until December
31, 2003, the current principal stockholders of the Company who are parties to
the HSI Agreement are required to vote for Mr. Bergman's nominees to the
Company's Board of Directors. 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.
Fluctuations in Quarterly Earnings
The Company's business has been subject to seasonal and other
quarterly influences. Net sales and operating profits generally have been
higher in the fourth quarter due to the timing of sales of software, year-end
promotions, and purchasing patterns of office-based healthcare practitioners.
Net sales and operating profits generally have been 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:
o the timing of acquisitions and related costs;
o the release of software enhancements;
o promotions;
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o adverse weather; and
o fluctuations in exchange rates associated with international
operations.
Strikes 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.
Practice Management Software and Other Value Added Products
During fiscal 1997, approximately $35.9 million, or 2.1% of the
Company's net sales and $25.7 million, or 5.0% of the Company's gross profit
was derived from sales of the Company's Easy Dental(R) Plus, Dentrix Dental
System(R), 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:
o upon the effectiveness of the Company's sales and marketing
programs;
o the Company's ability to enhance its products; and
o 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 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 10.7% of the Company's net sales
and 11.2% of the Company's gross profit was 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:
o difficulties in opening and managing foreign offices and
distribution centers;
o difficulties in establishing channels of distribution;
o fluctuations in the value of foreign currencies;
o import/export duties and quotas; and
6
o 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, 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 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. 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 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 to marketing, distributing and manufacturing
certain of those products. The Company may be prevented from selling new
manufactured products should a competitor receive prior approval to
manufacture such products. 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. 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. 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 indemnification from third
7
parties. The Company also may not be able to maintain existing insurance
coverage or, if it decides to do so, obtain 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.
Potential Volatility of Common Stock Prices
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 $24 3/4.
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 the
Company's Amended and Restated By-laws, as amended, may make it more difficult
for a third party to acquire the Company, may discourage acquisition bids for
the Company, or may limit the price that certain investors might be willing to
pay in the future for shares of Common Stock. These provisions, among other
things:
o require the affirmative vote of the holders of at least 60%
of the shares of Common Stock 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
o require the affirmative vote of the holders of at least
66 2/3% of the shares entitled of Common Stock to vote to:
o remove a director;
o amend or repeal certain provisions of the Company's
Certificate of Incorporation; and
o 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 with rights senior to the rights of the holders of Common
Stock.
8
Under certain conditions, Section 203 of the Delaware General
Corporation Law prohibits 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 certain 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 November 20, 1998, approximately 7,600,000
shares of Common Stock, constituting approximately 19.0% 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. The
Company also has 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 approximately 4,783,000
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.
Year 2000 Issues; Reliance on Telephone and Computer Systems
Management has initiated a company-wide program to prepare the
Company's computer systems, applications and software products for the year
2000, as well as to assess the readiness for the year 2000 of critical vendors
and other third parties upon which the Company relies to operate its business.
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 anticipates completing all of its system critical
upgrades and enhancements and testing before the end of the third quarter of
1999. 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 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 or software products 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 business or systems
and results of operations. The statements contained in this Year 2000
readiness disclosure are subject to certain protection under the Year 2000
Information and Readiness Disclosure Act.
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.
If a continuous disruption in either the Company's computer system or
telephone system occurs, as a result of a year 2000 problem or otherwise, the
Company's ability to receive and process
9
customer orders and ship products on a timely basis could be adversely
affected. Any such disruption could adversely affect its relations with
customers.
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. The Company has
been named as a defendant in product liability cases. Twenty-four claims
involve 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. The manufacturers in these cases have withheld indemnification
of the Company pending product identification; however, the Company is taking
steps to bring 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 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 255,000 customers, primarily dental practices and dental
laboratories, as well as physician practices, veterinary clinics and
10
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.
As part of its marketing efforts, the Company:
o in 1997, distributed over 13.7 million pieces of direct
marketing materials (such as catalogs, flyers and order
stuffers) to approximately 500,000 office-based healthcare
practitioners;
o supports its direct marketing efforts with over 500
telesales representatives who facilitate order processing
and generate sales through direct and frequent contact with
customers and with over 1,000 field sales consultants; and
o 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 a certain time 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.
On December 8, 1998, the Company entered into a definitive agreement to
purchase a company that distributes certain medical products for an aggregate
consideration of approximately $65 million plus contingent consideration based
on increases in gross profits, which contingent consideration may be
significant. Consummation of the transaction is subject to normal closing
conditions, including, without limitation, the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.
The Company's principal executive offices are located at 135 Duryea
Road, Melville, New York 11747, (516) 843-5500.
USE OF PROCEEDS
All net proceeds from the sale of the Offered Shares will go to the
Selling Shareholders who offer and sell their shares. Accordingly, the Company
will not receive any proceeds from the sales of the Offered Shares.
11
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 November 20, 1998, and the number of Offered
Shares being offered by each Stockholder. 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 Number of Shares
Beneficially Number of Shares to be Beneficially
Name and Address Owned Prior to Offering Offered Owned After Offering
- -------------------------------------- ----------------------- ---------------- --------------------
Number Percent Number Percent
------ ------- ------ -------
Edward M. Meer (1) 979,814 2.5% 300,000 679,814 1.7%
1878 Pineridge Court
Bloomfield Hills, MI 48302
Brian D. Meer (1) 569,972 1.5% 200,000 369,972 *
3020 Middlebelt Road
West Bloomfield, MI 48323
Robert D. Meer (1) 369,831 * 140,000 229,831 *
15060 Burton
Oak Park, MI 48237
Jeffrey A. Meer (1) 7,901 * 7,901 0 0
5453 Claridge
West Bloomfield, MI 48322
Norma Handelsman (1) 137,193 * 35,000 102,193 *
1343 Forest Bay Drive
Waterford, MI 48328
Herbert Handelsman (1) 84,853 * 30,000 54,853 *
1343 Forrest Bay Drive
Waterford, MI 48328
Tedd Handelsman (1) 170,951 * 115,000 55,951 *
24954 Arcadia
Novi, MI 48374
Amy Molnar 198,951 * 100,000 98,951 *
3367 Fox Woods Court
West Bloomfield, MI 48324
John Eric Handelsman 14,859 * 14,859 0 0
1343 Forest Bay Drive
Waterford, MI 48328
Walter Weems (2) 121,000 * 108,901 12,099 *
6770 Oakhall Lane
Suite 121
Columbia, MD 21045
Kerry B. Wolfe 7,350 * 7,350 0 0
20 North Wacker, Suite 3550
Chicago, Illinois 60606
- -------------------------
* Denotes less than 1%.
(1) Represents shares which such shareholder holds in trust for his or her
family members and/or charities for which such stockholder is trustee.
(2) Represents shares which such shareholder holds through Columbia Medical,
Inc.
12
PLAN OF DISTRIBUTION
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 Offered Shares. 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.
13
EXPERTS
The consolidated financial statements and schedule included in the
Company's Annual Report on Form 10-K and 10-K/A for the year ended December 27,
1997, and Form 8-K dated on November 24, 1998 which are incorporated by
reference in this Prospectus, have been audited by BDO Seidman, LLP, independent
auditors, as set forth in their report 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.
14
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........................... $ 11,040
Accounting fees and expenses.................................................. $ 40,000
Legal fees and expenses (other than Blue Sky fees and expenses)............... $ 10,000
Miscellaneous................................................................. $ 2,000
---------
Total................................................................ $ 63,040
=========
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 December 9, 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
- --------- -------- ----
/s/ * Chairman, Chief Executive Officer, December 9, 1998
- ---------------------- President and Director (principal
Stanley M. Bergman executive officer)
/s/ * Executive Vice President and Director December 9, 1998
- -----------------------
James P. Breslawski
/s/ * Senior Vice President, Chief Financial December 9, 1998
- ------------------- Officer and Director (principal financial
Steven Paladino and accounting officer)
II-4
/s/ * Senior Vice President-Administration December 9, 1998
- ---------------------- and Customer Satisfaction and Director
Gerald A. Benjamin
/s/ * Vice President-Human Resources, December 9, 1998
- -------------------- Special Counsel and Director
Leonard A. David
/s/ Mark E. Mlotek Vice President, General Counsel, December 9, 1998
- ------------------ Secretary and Director
Mark E. Mlotek
/s/ * Executive Vice President and Director December 9, 1998
- ---------------
Bruce Haber
*By: /s/ Mark E. Mlotek
------------------
Mark E. Mlotek
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 (Incorporated by reference to Exhibit 3.3 to Henry Schein,
Inc.'s Registration on Form S-3, Reg. No. 333-59793)
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-7
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-8
23.2 Consent of Deloitte & Touche LLP II-9
23.3 Consent of Miller, Ellin & Company II-10
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
December 9, 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 the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company under the
Securities Act of 1933 with respect to 1,059,011 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 Cantone
--------------------------------
A Member of the Firm
II-7
ALL CONSENTS TO BE REVISED
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. (the
"Company") on Form S-3 of our reports dated February 27, 1998 appearing in the
Company's Annual Report on Form 10-K and 10-K/A for the year ended December 27,
1997 and dated February 27, 1998 (except for Note 7, which is as of August 14,
1998) appearing in Form 8-K dated November 24, 1998, relating to the
consolidated financial statements and schedule of 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 and 10K-A 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
BDO Seidman, LLP
New York, New York
November 24, 1998
II-8
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
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, 10-KA, and 8-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
November 23, 1998
II-9
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
November 24, 1998
II-10
