As filed with the Securities and Exchange Commission on June 25, 2001 Registration No. 333-68015 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- Post-Effective Amendment No. 1 to Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ 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. Michael S. Ettinger, Esq. Proskauer Rose LLP Vice President and General Counsel 1585 Broadway Henry Schein, Inc. New York, New York 10036 135 Duryea Road (212) 969-3000 Melville, New York 11747 (516) 843-5500Approximate 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 300,650 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 June 22, 2001. Henry Schein, Inc. By: * --------------------------------- Stanley M. Bergman Chairman, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date - --------- --------- ---- * Chairman, Chief Executive Officer, June 22, 2001 - -------------------- President and Director (principal Stanley M. Bergman executive officer) /s/ Steven Paladino Executive Vice President, Chief Financial June 22, 2001 - -------------------- Officer and Director (principal financial Steven Paladino and accounting officer) * Executive Vice President, President US June 22, 2001 James P. Breslawski Dental and Director - -------------------- * Senior Vice President, Chief Administrative June 22, 2001 Gerald A. Benjamin Officer and Director - -------------------- * Vice President-Human Resources, Special June 22, 2001 Leonard A. David Counsel and Director - -------------------- * Senior Vice President-Corporate Business June 22, 2001 Mark E. Mlotek Development Group and Director - -------------------- * Director June 22, 2001 Marvin H. Schein - -------------------- *By: /s/ Steven Paladino ------------------------------- Steven Paladino Attorney-in-Fact June 22, 2001