As filed with the Securities and Exchange Commission on August 8, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3136595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 Duryea Road
Melville, New York 11747
516-843-5500
(Address of principal executive offices) (Zip code)
HENRY SCHEIN, INC. 1994 STOCK OPTION PLAN
MICRO BIO-MEDICS, INC. 1982 INCENTIVE STOCK OPTION PLAN
MICRO BIO-MEDICS, INC. 1989 NON-QUALIFIED STOCK OPTION PLAN
MICRO BIO-MEDICS, INC. 1992 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS OF MICRO BIO-MEDICS, INC.
(Full title of the plans)
Mark E. Mlotek, Esq.
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
516-843-5500
(Name and address, and telephone number,
including area code, of agent for service)
_________________________________
Copies of all communications to:
Robert A. Cantone, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
212-969-3000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering Registration
to be registered registered(1) per share(2) price(2) Fee
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Common Stock,
par value $.01 per 2,716,703 shares $24.88 share $67,602,969 $20,485.73
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(1) Represents the sum of (i) the up to 1,600,000 additional shares of the
common stock, par value $.01 per share (the "Common Stock"), of Henry
Schein, Inc (the "Company") issuable upon exercise of certain stock options
granted or to be granted under the Henry Schein, Inc. 1994 Stock Option
Plan (the "1994 Plan") pursuant to an amendment thereto adopted by Schein's
stockholders on May 22, 1994, and (ii) the up to 1,116,703 shares of Common
Stock issuable by the Company upon exercise of certain stock options
granted under the Micro Bio-Medics, Inc. 1982 Incentive Stock Option Plan,
the Micro Bio-Medics 1989 Non-qualified Stock Option Plan, the Micro
Bio-Medics 1992 Incentive and Non-qualified Stock Option Plan or stock
options granted to non-employee directors of Micro Bio-Medics ("MBM")
(collectively, the "MBM Plans"), which options have been assumed by the
Company in connection with the acquisition of MBM by the Company pursuant
to the Agreement and Plan of Merger dated as of March 7, 1997 among Schein,
MBM and HSI Acquisition Corporation. Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), there
are also being registered such indeterminate number of additional shares as
may be required to cover possible adjustments under the 1994 Plan and the
MBM Plans.
(2) Represents weighted average price computed pursuant to Rule 457(h)
promulgated under the Securities Act based on a weighted average price per
share of $26.03 with respect to those shares of Common Stock registered
hereby that are the subject of outstanding options under the 1994 Plan and
the MBM Plans and, with respect to the remaining shares of Common Stock
registered hereby, $38.00, the average of the high and low sale prices of
the Common Stock as reported on the NASDAQ National Market on August 1,
1997.
2
EXPLANATORY NOTE: This Registration Statement registers an additional 1,600,000
shares of Common Stock of the Company which may be issued upon exercise of
options granted pursuant to the 1994 Plan pursuant to an amendment effective May
22, 1997. The Company initially registered 678,635 shares of Common Stock to be
issued under the 1994 Plan on a Registration Statement on Form S-8, Registration
No. 333-5453, filed with the Securities and Exchange Commission on June 7, 1996,
the contents of which are incorporated herein by reference.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Henry Schein, Inc., a Delaware corporation (the "Company"
or the "Registrant"), are incorporated herein by reference:
(1) The Company's Annual Report filed on Form 10-K for the fiscal
year ended December 30, 1996.
(2) The Company's Annual Report Filed on Form 10-K/A for the fiscal
year ended December 30, 1996.
(3) The Company Quarterly Report on Form 10-Q for the fiscal quarter
ended March 30, 1997.
(4) The Company's Current Report on Form 8-K dated June 24, 1997.
(5) The Company's Annual Report on Form 8-K dated August 1, 1997.
(6) The description of the Company's common stock, par value $.01 per
share, contained in the Company's Registration Statement filed on Form 8-A
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all remaining securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article TENTH of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify and hold harmless, to
the fullest extent authorized by the Delaware General Corporation Law, its
officers and directors against all expenses, liability and loss actually and
reasonably incurred in connection with any civil, criminal, administrative or
investigative action, suit or proceeding. The Certificate of Incorporation also
extends indemnification to those serving at the request of the Company as
directors, officers, employees or agents of other enterprises.
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In addition, Article NINTH of the Company's Amended and Restated
Certificate of Incorporation provides that no director shall be personally
liable for any breach of fiduciary duty. Article NINTH does not eliminate a
director's liability (i) for a breach of his or her duty of loyalty to the
Company or its stockholders, (ii) for acts of intentional misconduct, (iii)
under Section 174 of the Delaware General Corporation Law for unlawful
declarations of dividends or unlawful stock purchases or redemptions, or (iv)
for any transactions from which the director derived an improper personal
benefit.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
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4.1 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-4
(Registration No. 333-30615))
4.2 Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-4
(Registration No. 333-30615))
5 Opinion of Proskauer Rose LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Miller, Ellin & Company
II-2
23.3 Consent of Proskauer Rose LLP (included in Exhibit 5)
24 Powers of Attorney (included on Page II-5)
99 Henry Schein, Inc. 1994 Stock Option Plan, as amended
and restated
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high and 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; and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York, on August 1, 1997.
HENRY SCHEIN, INC.
By: /s/ STANLEY M. BERGMAN
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Name: Stanley M. Bergman
Title: Chief Executive Officer and
President
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stanley M. Bergman and Mark E. Mlotek, and each
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act, without the other, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 of Henry Schein, Inc., and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them, or
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ STANLEY M. BERGMAN
- ------------------------- Chairman, Chief Executive August 1, 1997
Stanley M. Bergman Office and President
(Principal Executive Officer)
/s/ STEVEN PALADINO
- ------------------------- Director, Senior Vice President August 1, 1997
Steven Paladino and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ JAMES P. BRESLAWSKI
- ------------------------- Director August 1, 1997
James P. Breslawski
II-4
/s/ GERALD A. BENJAMIN
- ------------------------- Director August 1, 1997
Gerald A. Benjamin
/s/ LEONARD A. DAVID
- ------------------------- Director August 1, 1997
Leonard A. David
/s/ MARK E. MLOTEK
- ------------------------- Director August 1, 1997
Mark E. Mlotek
/s/ BARRY ALPERIN
- ------------------------- Director August 1, 1997
Barry Alperin
- ------------------------- Director August 1, 1997
Pamela Joseph
/s/ DONALD J. KABAT
- ------------------------- Director August 1, 1997
Donald J. Kabat
- ------------------------- Director August 1, 1997
Marvin H. Schein
/s/ IRVING SHAFRAN
- ------------------------- Director August 1, 1997
Irving Shafran
II-5
EXHIBIT INDEX
Exhibit
Number Description Location
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4.1 Amended and Restated Articles of incorporated by reference to Exhibit 3.1 to the
Incorporation of the Company Company's Registration Statement on Form S-4
(Registration No. 333-30615)
4.2 Amended and Restated Bylaws of the incorporated by reference to Exhibit 3.2 to the
Company Company's Registration Statement on Form S-4
(Registration No. 333-30615)
5 Opinion of Proskauer Rose LLP filed herewith
23.1 Consent of BDO Seidman, LLP filed herewith
23.2 Consent of Proskauer Rose LLP included in Exhibit 5
24 Powers of Attorney included on Page II-5
99 Henry Schein, Inc. 1994 Stock Option Plan, filed herewith
as amended and restated
II-6
Exhibit 5
August 1, 1997
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
Ladies and Gentlemen:
We are acting as counsel to Henry Schein, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-8 with
exhibits thereto (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, relating to the registration of 2,716,703 shares (the "Shares") of
common stock, par value $.01 per share, of the Company. The Shares are issuable
by the Company upon exercise of certain stock options (i) granted pursuant to
the Micro Bio-Medics, Inc. 1982 Incentive Stock Option Plan, the Micro
Bio-Medics, Inc. 1989 Non-Qualified Stock Option Plan, the Micro Bio-Medics,
Inc. 1992 Incentive and Non-Qualified Stock Option Plan or certain stock options
granted to non-employee directors of Micro Bio-Medics ("MBM") (collectively, the
"Assumed Options"), which options have been assumed by the Company under the
terms and conditions of Section 7.8 of the Agreement and Plan of Merger, dated
March 7, 1997, among the Company, MBM and HSI Acquisition Corporation, or (ii)
granted or to be granted pursuant to the Company's 1994 Stock Option Plan, as
amended and restated (the "1994 Plan").
We have examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such corporate records,
documents, agreements and instruments relating to the Company, and certificates
of public officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper or
necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares will be, when issued upon due exercise of the Assumed Options or options
granted under the 1994 Plan, as the case may be, in accordance with the
provisions of the stock option agreements and underlying plans (including
payment of the option exercise price provided for therein), legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
PROSKAUER ROSE LLP
By: /s/ Robert A. Cantone
-------------------------------
A member of the firm
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Henry Schein, Inc.
Melville, New York
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 7, 1997 relating to the
consolidated financial statements and schedule of Henry Schein, Inc. (the
"Company") and of our report dated February 5, 1997 relating to the financial
statements of HS Pharmaceutical, Inc. appearing in the Company's Annual
Report on Form 10-K and 10-K/A for the year ended December 28, 1996 and Form
8-K dated June 24, 1997.
BDO Seidman, LLP
New York, New York
August 6, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use of our report dated February 12, 1997,
except for Notes 8 and 12, which are dated March 7, 1997 relating to the
consolidated financial statements and schedule of Micro Bio-Medics, Inc.
appearing in Micro Bio-Medics, Inc.'s Annual Report on Form 10-K and 10-K/A-1
for the year ended November 30, 1996, which is incorporated by reference into
this Form S-8 Registration Statement filed on behalf of Henry Schein, Inc.
MILLER, ELLIN & COMPANY
New York, New York
August 6, 1997
