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As filed with the Securities and Exchange Commission on December 10, 1998
Registration No. 333-59793
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective 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 Melville, New York 11747 (I.R.S. Employer
jurisdiction of (516) 843-5500 Identification Number)
incorporation
or organization)
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: |_|
This post-effective amendment is being filed for the purpose of removing from
registration the 409,500 shares of Common Stock remaining unsold as of the date
hereof.
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
post-effective amendment 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 10, 1998.
Henry Schein, Inc.
/s/ STANLEY M. BERGMAN
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/ STANLEY M. BERGMAN Chairman, Chief Executive Officer, December 10, 1998
________________________ President and Director (principal
Stanley M. Bergman executive officer)
*
________________________
James P. Breslawski Executive Vice Chairman and Director December 10, 1998
* Senior Vice President, Chief Fin. December 10, 1998
________________________ Officer and Director (principal
financial and accounting officer)
Steven Paladino
* Senior Vice President-Administration December 10, 1998
________________________ and Customer Satisfaction and Director
Gerald A. Benjamin
* Vice President-Human Resources, December 10, 1998
________________________ Special Counsel and Director
Leonard A. David
* Vice President, General Counsel, December 10, 1998
_______________________ Secretary and Director
Mark E. Mlotek
* Director December 10, 1998
_______________________
Marvin H. Schein
*By: /s/ STANLEY M. BERGMAN
Stanley M. Bergman
Attorney-in-Fact
[Letterhead of Proskauer Rose LLP]
December 10, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Henry Schein, Inc.
Registration No. 333-59793
Ladies and Gentlemen:
On behalf of our client, Henry Schein, Inc. (the "Company"), we herewith
transmit for filing pursuant to the Securities Act of 1933, Post-Effective
Amendment No. 1 to the above-referenced Registration Statement for the purposes
of deregistering the securities remaining unsold thereunder.
If the Staff has any questions or requires additional information, please do not
hesitate to call the undersigned at 212.969.3248.
Respectfully,
/S/ EDWARD W. SCHEUERMANN
Edward W. Scheuermann
cc: H. Christopher Owings, Esq.
Assistant Director
Michael Ettinger, Esq.
Associate General Counsel