As filed with the Securities and Exchange Commission on August 22, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 (631) 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
(631) 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. MICHAEL S. ETTINGER, 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
(631) 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
AMOUNT OF
TITLE OF SHARES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
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Common Stock, par value $.01 per share... 465,480 shares $18.125 $8,436,825.00 $2,227.32
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(1) Estimated solely for the purpose of calculating the registration fee
and based, pursuant to Rule 457(c) of the Securities Act of 1933, upon
the average of the high and low prices of the Common Stock on the
Nasdaq Stock Market on August 21, 2000.
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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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465,480 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
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The shareholders of Henry Schein, Inc. ("HSI") listed below (the
"Selling Shareholders") are offering and selling up to 465,480 shares (the
"Offered Shares") of HSI's common stock, par value $0.01 (the "Common Stock").
HSI will receive no part of the proceeds of this offering. The Selling
Shareholders obtained the Offered Shares in connection with acquisitions made by
HSI.
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. HSI 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 August 21, 2000, the closing sale price of the Common Stock was
$18.1875.
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.
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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.
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THE DATE OF THIS PROSPECTUS IS AUGUST 22, 2000
WHERE YOU CAN FIND MORE INFORMATION
HSI 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:
1. HSI's Annual Report on Form 10-K for the fiscal year ended
December 25, 1999 (File No. 0-27028);
2. HSI's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 25, 2000;
3. HSI's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 24, 2000; and
4. Registration Statement on Form 8-A dated October 27, 1995,
registering the Common Stock under the Exchange Act
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
(631) 843-5500
Attention: Michael S. Ettinger
HSI 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.
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You should rely only on the information or representations provided or
incorporated 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.
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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.
THE HEALTHCARE PRODUCTS DISTRIBUTION INDUSTRY IS INTENSELY COMPETITIVE
The healthcare products distribution business is intensely competitive.
HSI competes with numerous other companies, including several major
manufacturers and distributors. Some of these competitors have greater financial
and other resources than HSI. Most of HSI's products are available from several
sources, and its customers tend to have relationships with several distributors.
In addition, competitors could obtain exclusive rights to market particular
products. Manufacturers also could increase their efforts to sell directly to
end-users, thereby by-passing distributors like HSI. Consolidation among
healthcare products distributors could result in existing competitors increasing
their market position through acquisitions or joint ventures, which could
materially adversely affect HSI's operating results. In addition, the emergence
of new competitors could materially adversely affect HSI's operating results.
HSI's Expansion Through Acquisitions and Joint Ventures Involves Several Risks
HSI has expanded in its domestic and international markets in part
through acquisitions and joint ventures, and HSI expects to continue to make
acquisitions and enter into joint ventures in the future. Such transactions
involve numerous risks, including possible adverse short-term effects on HSI's
operating results or the market price of the Common Stock. Some of HSI's
acquisitions and future acquisitions may also give rise to an obligation by HSI
to make contingent payments or to satisfy certain repurchase obligations, which
payments could have an adverse financial effect on HSI. 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
o may place significant demands on HSI's operations, information
systems and financial resources.
There can be no assurance that HSI will be effective in making future
acquisitions or joint ventures. HSI's ability to continue to successfully effect
acquisitions and joint ventures will depend upon the following:
o the availability of suitable acquisition or joint venture candidates at
prices acceptable to HSI;
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o HSI's ability to consummate such transactions; and
o the availability of financing (in the case of non-stock
transactions) on terms acceptable to HSI.
For information regarding recent acquisitions by HSI, see the discussion under
the heading "HSI-- Recent Acquisitions".
CERTAIN INSIDERS HAVE SIGNIFICANT CONTROL OVER HSI
The Amended and Restated HSI Agreement dated as of February 16, 1994,
as amended (the "HSI Agreement"), among certain stockholders of the Company,
which was entered into in connection with the Company's reorganization, provides
that from January 1, 1999 until the earliest of (i) January 1, 2004, (ii) 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 (iii) the date on which certain changes in the
Company's management occur, Stanley M. Bergman has the right to designate the
nominees for election to the Board of Directors; provided, however, that if
Marvin H. Schein does not approve such nominees, Mr. Bergman and Mr. Schein will
each select the number of nominees (of which one must be an Independent Nominee,
as defined in the HSI Agreement), equal to one-half of the entire Board, rounded
down to the nearest whole numbers, and the remaining nominee (if there is an odd
number of directors) will be elected by the two Independent Nominees. The
parties to the HSI Agreement, who have the right to vote approximately 14% of
outstanding shares of Common Stock are required to vote for all such nominees.
If any director previously nominated pursuant to the HSI Agreement ceases to
hold office, the individual who nominated such director shall have the right to
nominate his or her successor. Because of these voting arrangements, Mr. Bergman
has significant influence over matters relating to HSI's Board of Directors.
HSI EXPERIENCES FLUCTUATIONS IN QUARTERLY EARNINGS
HSI's business has been subject to seasonal and other quarterly
fluctuations. 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, primarily due
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;
o adverse weather; and
o fluctuations in exchange rates associated with international
operations.
Strikes or other service interruptions could adversely affect HSI's
ability to deliver products on a timely basis and result in incremental shipping
and payroll costs, thereby adversely impacting quarterly results.
HSI'S TECHNOLOGY SEGMENT DEPENDS UPON CONTINUED PRODUCT DEVELOPMENT, TECHNICAL
SUPPORT AND MARKETING
During the 1999 fiscal year, approximately $66.9 million, or 2.9%, of
HSI's net sales and $45.7 million, or 6.5%, of HSI's gross profit was derived
from its technology segment's value-added products and
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services, primarily sales of HSI's Easy Dental(R) Plus, Dentrix Dental
System(R), and AVImark(R) practice management software and other value added
products and services to United States dental, medical and veterinary
office-based healthcare practitioners. Competition among companies supplying
practice management software is intense and increasing. HSI's future sales of
practice management software will depend, among other factors:
o upon the effectiveness of HSI's sales and marketing programs;
o HSI's ability to enhance its products; and
o its ability to provide ongoing technical support.
There can be no assurance that HSI 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. HSI'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
future problems with post-release software errors or bugs will not occur. Any
such defective software may result in increased expenses related to the software
and could adversely affect HSI's relationships with the customers using such
software. HSI 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. HSI'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.
HSI'S INTERNATIONAL OPERATIONS ARE SUBJECT TO INHERENT RISKS
During fiscal 1999, approximately $404.2 million, or 17.7%, of HSI's
net sales and $119.9 million, or 17.2%, of HSI's gross profit was derived from
sales to customers located outside the United States and Canada. HSI's
international operations 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
o unexpected regulatory, economic and political changes in foreign
markets.
There can be no assurance that these factors will not adversely affect HSI's
operating results.
HSI has established an Euro Task Force to address its information
system, product and customer concerns. HSI expects to achieve timely Euro
information system and product readiness, so as to conduct transactions in the
Euro, in accordance with implementation schedules as they are established by the
European Commission. While HSI does not anticipate that the costs of the overall
effort will have a material adverse impact on future results, there can be no
assurance that such adverse impact will not occur.
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E-COMMERCE
Traditional healthcare supply and distribution relationships are being
challenged by electronic on-line commerce solutions. HSI's distribution business
is characterized by rapid technological developments and intense competition.
The rapid evolution of on-line commerce, including business-to-business
exchanges, will require continuous improvement in performance, features and
reliability of Internet content and technology by HSI, particularly in response
to competitive offerings. The Company is exploring ways and means of improving
and expanding its Internet presence and will continue to do so.
HSI'S FUTURE PERFORMANCE IS MATERIALLY DEPENDENT UPON ITS SENIOR MANAGEMENT
HSI'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, Executive Vice President, and Steven Paladino, Executive Vice
President and Chief Financial Officer. The loss of service of one or more of
these persons could have an adverse effect on HSI's business. HSI has entered
into an employment agreement with Mr. Bergman. The success of certain
acquisitions and joint ventures effected by HSI may depend, in part, on HSI's
ability to retain key management of the acquired businesses or joint ventures.
THE HEALTHCARE INDUSTRY IS EXPERIENCING RAPID CHANGE
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, e-commerce and collective purchasing
arrangements by office-based healthcare practitioners. If HSI is unable to react
effectively to these and other changes in the healthcare industry, its operating
results could be adversely affected. HSI cannot predict whether any significant
healthcare reform efforts will be enacted or what effect such reforms might have
on HSI or its customers and suppliers.
GOVERNMENT REGULATION
HSI's business is subject to requirements under various local, state,
Federal and foreign governmental laws and regulations applicable to the
manufacture and distribution of pharmaceuticals and medical devices. Among the
Federal laws with which HSI must comply are the Federal Food, Drug, and Cosmetic
Act, the Prescription Drug Marketing Act of 1987, and the Controlled Substances
Act.
The Federal Food, Drug, and Cosmetic Act generally regulates the
introduction, manufacture, advertising, labeling, packaging, storage, handling,
marketing and distribution of, and recordkeeping for, pharmaceuticals and
medical devices shipped in interstate commerce.
The Prescription Drug Marketing Act of 1987, which amended the Federal
Food, Drug and Cosmetic Act, establishes certain requirements applicable to the
wholesale distribution of prescription drugs, including the requirement that
wholesale drug distributors be registered with the Secretary of Health and Human
Services or licensed by each state in which they conduct business in accordance
with federally established guidelines on storage, handling and record
maintenance.
Under the Controlled Substances Act, HSI, as a distributor of
controlled substances, is required to obtain annually a registration from the
Attorney General in accordance with specified rules and regulations
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and is subject to inspection by the Drug Enforcement Administration acting on
behalf of the Attorney General.
It is possible that HSI may be prevented from selling manufactured
products if HSI (including its 50%-owned affiliated company, HS Pharmaceutical,
which distributes and manufactures generic pharmaceuticals) were to receive an
adverse report following an inspection by the Food and Drug Administration (the
"FDA") or the Drug Enforcement Administration, or if a competitor were to
receive prior approval of new products from the FDA. A violation of a law by HS
Pharmaceutical could cause its operations to be suspended. A suspension could
have an adverse effect on HSI's equity in earnings of affiliates and could cause
HSI to seek alternative sources of products manufactured by HS Pharmaceutical,
possibly at higher prices than currently paid by HSI. In response to a Warning
Letter from the FDA regarding its compliance with current Good Manufacturing
Practices (cGMP's) of its dental anesthetic products, HS Pharmaceutical
temporarily suspended the manufacture and shipment of these products to the
United States. In each of January and February 1999, HS Pharmaceutical
instituted a voluntary recall of approximately 240 batches, in the aggregate, of
dental anesthetic products sold in 1997 and 1998 under its name and certain
private labels. HSI's share of the net loss for 1999 of HS Pharmaceutical was
approximately $0.07 per share on a diluted basis. During the fourth quarter of
1999, the FDA lifted its import ban and HS Pharmaceutical resumed manufacturing
and shipments of these products to the United States.
HSI is required to maintain licenses and permits for the distribution
of pharmaceutical products and medical devices under the laws of the states in
which is operates. In addition, HSI's dentist and physician customers are
subject to significant governmental regulation. There can be no assurance that
regulations that impact dentists' or physicians' practices will not have a
material adverse impact on HSI's business.
HSI believes that it is in substantial compliance with all of the
foregoing laws and the regulations promulgated thereunder and possesses all
material permits and licenses required for the conduct of its business.
HSI RELIES UPON THIRD PARTIES TO SHIP PRODUCTS TO CUSTOMERS
Shipping is a significant expense in the operation of HSI's business.
HSI ships almost all of its U.S. 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 HSI's operating results.
Similarly, strikes or other service interruptions by such shippers could cause
HSI's operating expenses to rise and adversely affect HSI's ability to deliver
products on a timely basis.
THE COMMON STOCK HAS EXPERIENCED MARKET PRICE VOLATILITY
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. From the end of HSI's 1999 fiscal year on
December 25, 1999, through August 14, 2000, the closing market price of the
Common Stock as reported on the Nasdaq National Market has ranged from a high of
$19.000 to a low of $12.000.
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HSI'S RIGHTS PLAN AND CERTIFICATE OF INCORPORATION AND BY-LAW PROVISIONS MAY
DISCOURAGE THIRD PARTY OFFERS TO ACQUIRE HSI
On November 30, 1998, HSI's Board of Directors adopted a Stockholder
Rights Plan (the "Rights Plan") and declared a dividend under the Rights Plan of
one Right on each outstanding share of the Common Stock. The Rights, which are
designed to guard against attempts to take over HSI at prices that do not
reflect HSI's full value, or which are conducted in a manner or on terms not
approved by the Board as being in the best interests of HSI and the
stockholders, may make it more difficult for a third party to acquire HSI, and
may discourage or prevent the consummation of an acquisition of HSI or the
Common Stock at a price that a majority of HSI's stockholders would be willing
to accept.
The Rights Plan is similar to stockholder rights plans which have been
adopted by many public companies. The Rights provide, in substance, that should
any person or group acquire 15% or more of the common stock, each Right, other
than Rights held by the acquiring person or group, would entitle its holder to
purchase a specified number of the shares of Common Stock for 50% of their
then-current market value. Unless a 15% acquisition has occurred, the Rights may
be redeemed by HSI at any time. The right to purchase shares at a discount would
not be triggered by a tender or exchange offer for all outstanding shares of HSI
at a price and on terms that the Board determines to be adequate and in the best
interest of HSI and its stockholders. In addition, the Rights are not triggered
by the positions of existing stockholders. The Rights will expire on November
30, 2008, unless earlier redeemed by HSI as described above.
Certain provisions of HSI's Amended and Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation") and HSI's Amended
and Restated By-laws (the "By-laws"), as amended, may make it more difficult for
a third party to acquire HSI, may discourage acquisition bids for HSI, 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 HSI; 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 HSI's Certificate
of Incorporation; and
o to amend or repeal the By-laws of HSI (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 HSI with rights senior to the rights of the holders of Common Stock.
Under certain conditions, Section 203 of the Delaware General
Corporation Law prohibits HSI from engaging in a "business combination" with an
"interested stockholder" (in general, a stockholder owning 15% or more of HSI's
outstanding voting stock) for a period of three years.
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In addition, both HSI'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 HSI, and certain agreements between HSI 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 HSI.
THE MARKET VALUE OF THE COMMON STOCK MAY BE AFFECTED BY THE NUMBER OF SHARES
ELIGIBLE FOR FUTURE SALES
Future sales of substantial amounts of Common Stock in addition to the
Offered Shares by certain of HSI's current stockholders, or the perception that
such sales may occur, could adversely affect the market price for the Common
Stock. As of August 14, 2000, approximately 9,000,000 shares of Common Stock,
constituting approximately 22% 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. Other shares will become eligible for resale
as a result of the lapsing of Securities Act holding periods or future
acquisitions by HSI. HSI may grant additional registration rights in connection
with future acquisitions. In addition, as of August 14, 2000 an aggregate of
approximately 5,400,000 shares of Common Stock were reserved 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.
HSI IS SUBJECT TO PRODUCT LIABILITY AND OTHER CLAIMS IN THE ORDINARY COURSE OF
BUSINESS
The manufacture or distribution of certain products by HSI involves a
risk of product liability claims, and from time to time HSI is named as a
defendant in products liability cases as a result of its distribution of
pharmaceutical and other healthcare products. HSI intends to vigorously defend
all such claims, suits and complaints. For information regarding certain pending
legal proceedings, see the discussion under the caption "HSI--Certain Legal
Proceedings".
HSI has various insurance policies, including product liability
insurance covering risks and in amounts it considers adequate. In many cases HSI
is covered by indemnification from the manufacturer of the product. There can be
no assurance that the coverage maintained by HSI 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 HSI.
HSI
HSI is the largest distributor of healthcare products and services to
office-based healthcare practitioners in the combined North American and
European markets. HSI has operations in the United States, Canada, Mexico, the
United Kingdom, The Netherlands, Belgium, Germany, France, the Republic of
Ireland, Austria, Spain, Israel, Australia and New Zealand.
HSI conducts its business principally through two segments, healthcare
distribution and technology. These segments, which are operated as individual
business units, offer different products and services, albeit to the same
customer base. HSI's healthcare distribution segment consists of HSI's dental,
medical, veterinary and international groups. The international group is
comprised of HSI's healthcare distribution business units located primarily in
Europe and the Pacific Rim, and offer products and services to dental, medical
and veterinary customers located in their respective geographic regions. HSI's
technology segment consists primarily of HSI's practice management software
business and certain other value-added products and services which are
distributed primarily to healthcare professionals in the North American market.
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HSI sells products and services to over 400,000 customers, primarily
dental practices and dental laboratories, as well as physician practices,
veterinary clinics and institutions. In 1999, HSI's healthcare distribution
segment sold products to over 75% of the estimated 110,000 dental practices in
the United States. HSI believes that there is strong awareness of the "Henry
Schein" name among office-based healthcare practitioners due to its more than 65
years of experience in distributing healthcare products. Through its
comprehensive catalogs and other direct sales and marketing programs, HSI offers
its customers a broad product selection of both branded and private brand
products which includes in excess of 70,000 stock keeping units ("SKU's") in
North America, approximately 60,000 SKU's in Europe and approximately 23,000
SKU's in Australia, at published prices that HSI believes are below those of
many of its competitors.
HSI's technology segment offers various value-added products and
services such as practice management software. As of the end of its 1999 fiscal
year on December 25, 1999, HSI had sold over 33,000 dental practice management
software systems, more than any of its competitors.
During 1999, HSI distributed over 14.0 million pieces of direct
marketing materials (such as catalogs, flyers and order stuffers) to
approximately 650,000 office-based healthcare practitioners. HSI supports its
direct marketing efforts with approximately 800 telesales representatives who
facilitate order processing and generate sales through direct and frequent
contact with customers and with approximately 1,150 field sales consultants,
including equipment sales specialists. HSI utilizes database segmentation
techniques to more effectively market its products and services to customers.
In recent years, HSI has continued to expand its management information
systems and has established strategically located distribution centers in the
United States, Europe and Australia to enable it to better serve its customers
and increase its operating efficiency. HSI believes that these investments,
coupled with its broad product offerings, enable HSI 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. HSI estimates that approximately 99% of all orders in the
United States and Canada received before 5:00 p.m. and 6:00 p.m., respectively,
are shipped on the same day the order is received and approximately 99% of
orders are received by the customer within two days of placing the order. In
addition, HSI estimates that approximately 99% of all items ordered in the
United States and Canada are shipped without back ordering.
HSI's principal executive offices are located at 135 Duryea Road,
Melville, New York 11747, (631) 843-5500.
RECENT ACQUISITIONS
HSI believes that there has been consolidation among healthcare
products distributors serving office based healthcare practitioners and that
this consolidation will continue to create opportunities for HSI to expand
through acquisitions and joint ventures. In recent years, HSI has acquired or
entered into joint ventures with a number of companies engaged in businesses
that are complementary to those of HSI. HSI's acquisition and joint venture
strategies include acquiring additional sales that will be channeled through
HSI's existing infrastructure, acquiring access to additional product lines,
acquiring regional distributors with networks of field sales consultants and
international expansion.
During the six months ended June 24, 2000, the Company competed three
acquisitions. None of the acquisitions completed in 2000 were material. Of the
three completed acquisitions, two were accounted for under the purchase method
of accounting and the remaining acquisition was accounted for under the pooling
of interests method of accounting.
11
During the year ended December 25, 1999, the Company completed nine
acquisitions. The completed acquisitions, which had aggregate net sales for 1998
of approximately $324.0 million, included (a) four international companies, (b)
four medical supply companies, and (c) one valued-added services company. Of the
nine completed acquisitions, eight were accounted for under the purchase method
of accounting and the remaining acquisition was accounted for under the pooling
of interests method of accounting.
HSI completed five acquisitions in its 1998 fiscal year. These 1998
acquisitions, which had aggregate net sales for 1997 of approximately $265.0
million, consisted of (i) two dental supply companies, the most significant of
which was H. Meer Dental Supply Co.; (ii) two medical supply companies, and
(iii) one international dental supply company. Four of these acquisitions were
accounted for under the pooling of interests method, and the remaining
acquisition of a 50.1% interest accounted for under the purchase method of
accounting.
CERTAIN LEGAL PROCEEDINGS
The manufacture or distribution of certain products by HSI involves a
risk of product liability claims, and from time to time HSI is named as a
defendant in products liability cases as a result of its distribution of
pharmaceutical and other healthcare products. As of the end of HSI's second
fiscal quarter of 2000, HSI was named a defendant in approximately 72 such
cases. Of these product liability claims, 58 involve claims made by healthcare
workers who claim allergic reaction relating to exposure to latex gloves. In
each of these cases, HSI 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 generally been limited to product
identification issues. The manufacturers in these cases have withheld
indemnification of HSI pending product identification; however, HSI is taking
steps to implead those manufacturers into each case in which HSI is a defendant.
HSI is also a named defendant in nine lawsuits involving the sale of phentermine
and fenfluramin. Plaintiffs in the cases allege injuries from the combined use
of the drugs known as "Phen/fen." HSI expects to obtain indemnification from the
manufacturers of these products, although this is dependent upon, among other
things, the financial viability of the manufacturer and their insurers.
In addition, HSI is subject to other claims, suits and complaints
arising in the course of HSI's business. In Texas District Court, Travis County,
HSI and one of its subsidiaries are defendants in a matter entitled Shelly E.
Stromboe & Jeanne N. Taylor, on Behalf of Themselves and All Other Similarly
Situated vs. Henry Schein, Inc., Easy Dental Systems, Inc. and Dentisoft, Inc.,
Case No. 98-00886. This complaint alleges among other things, negligence, breach
of contract, fraud and violations of certain Texas commercial statutes involving
the sale of certain practice management software products sold prior to 1998
under the Easy Dental name. In October 1999, the Court, on motion, certified
both a Windows Sub-Class and a DOS Sub-Class to proceed as a class action
pursuant to Tex. R. Civ. P.42. It is estimated that 5,000 Windows customers and
15,000 DOS customers could be covered by the judge's ruling. HSI has filed an
appeal of the Court's determination, during which time a trial on the merits is
stayed. HSI intends to vigorously defend itself against this claim, as well as
all other claims, suits and complaints.
The Company has various insurance policies, including product liability
insurance, covering risks and in amounts it considers adequate. In many cases
the Company is provided indemnification by 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. 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.
12
USE OF PROCEEDS
All net proceeds from the sale of the Offered Shares will go to the
Selling Shareholders who sell their shares. Accordingly, HSI will not receive
any proceeds from the sales of the Offered Shares.
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 August __, 2000, which shares constitute 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
BENEFICIALLY
NAME OWNED AND OFFERED
- --------------------------------------- ----------------------------
Douglas Golay1 and
Angela Golay 78,957
Bruce Lipsig2 16,514
James Lumsden3 8,257
Gary Morandi, Sr. and
Karen Morandi 29,927
James Morandi4 96,405
Michael Van Gerven5 173,494
Vidicam Inc. 37,155
Visionary Solutions, Inc. 24,771
- -------------------------
1. Douglas Golay is Vice President of HSI's Integra Medical subsidiary
("Integra").
2. Bruce Lipsig is Vice President, Sales and Marketing, of Integra.
3. James Lumsden is Vice President, Customer Service, of Integra.
4. James Morandi is President of Integra.
5. Imaging Applications N.V., a corporation principally owned by Michael Van
Gerven, is a consultant to HSI.
13
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. HSI 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 HSI 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.
HSI has agreed to indemnify each Selling Stockholder under the
Securities Act against certain liabilities, including liabilities arising under
the Securities Act. Selling Stockholders may indemnify broker-dealers that
participate in sales of the Offered Shares against certain liabilities,
including liabilities arising under the Securities Act.
14
EXPERTS
The consolidated financial statements included in HSI's Annual Report
on Form 10-K for the fiscal year ended December 25, 1999, which are incorporated
by reference in this Prospectus, have been audited by BDO Seidman, LLP,
independent public accountants, as set forth in their report included therein
and incorporated herein by reference. 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
HSI by Proskauer Rose LLP, counsel to HSI.
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........................... $ 2,227.32
Accounting fees and expenses.................................................. $10,000
Legal fees and expenses (other than Blue Sky fees and expenses)............... $10,000
Miscellaneous................................................................. $ 2,000
-----------
Total................................................................ $24,227.32
===========
All amounts except the Securities and Exchange Commission registration
fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article TENTH of HSI's Amended and Restated Certificate of
Incorporation provides that HSI 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
HSI as directors, officers, employees or agents of other enterprises.
In addition, Article NINTH of HSI'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 HSI 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.
(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
II-2
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 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 16, 2000.
Henry Schein, Inc.
By: /s/ STANLEY M. BERGMAN
---------------------------------
Stanley M. Bergman
Chairman, Chief Executive Officer
and President
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Stanley M. Bergman,
Steven Paladino and Mark Mlotek, and each of them acting alone without the
others, as his true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his behalf individually and in any and all capacities
(until revoked in writing), any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3, and any registration
statement relating to the same offering as this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) and the Securities Act of
1933, to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission, granting to
such attorney-in-fact and agent, and each of them acting alone without the
others, full power and authority to do all such other acts and things requisite
or necessary to be done, and to execute all such other documents as he may deem
necessary or desirable in connection with the foregoing, as fully as the
undersigned might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ STANLEY M. BERGMAN Chairman, Chief Executive Officer, August 16, 2000
- ----------------------- President and Director (principal
Stanley M. Bergman executive officer)
/s/ STEVEN PALADINO Executive Vice President, Chief August 16, 2000
- ----------------------- Financial Officer and Director (principal
Steven Paladino financial and accounting officer)
/s/ JAMES P. BRESLAWSKI Executive Vice President, Director August 16, 2000
- -----------------------
James P. Breslawski
/s/ GERALD A. BENJAMIN Executive Vice President-Administration August 16, 2000
- ----------------------- and Director
Gerald A. Benjamin
II-4
/s/ LEONARD A. DAVID Vice President-Human Resources, August 16, 2000
- ----------------------- Special Counsel and Director
Leonard A. David
/s/ Mark E. Mlotek Senior Vice President - Business August 16, 2000
- ----------------------- Development Group and Director
Mark E. Mlotek
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
HSI'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
23.1 Consent of BDO Seidman, LLP II-8
23.2 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 16, 2000
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 465,480 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
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 report dated February 25, 2000 relating to the
consolidated financial statements and schedule of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 25, 1999.
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
August 17, 2000