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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------------------- FORM 8-K ----------------------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AUGUST 13, 2002 000-27078 - ------------------------------------------------ ------------------------ Date of Report (Date of earliest event reported) (Commission File Number) HENRY SCHEIN, INC. (Exact name of registrant as specified in its charter) DELAWARE 11-3136595 ------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 135 DURYEA ROAD MELVILLE, NEW YORK 11747 (631) 843-5500 --------------------------------------------------------------------- (ADDRESS AND PHONE NUMBER, INCLUDING AREA CODE OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ================================================================================ INFORMATION TO BE INCLUDED IN THIS REPORT The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Henry Schein, Inc. under the Securities Act of 1933. ITEM 9. REGULATION FD DISCLOSURE On August 13, 2002, Stanley M. Bergman, Chief Executive Officer of Henry Schein, Inc. and Steven Paladino, Chief Financial Officer of Henry Schein, Inc., submitted sworn statements to the United States Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, as amended, and Order No. 4-460 issued on June 27, 2002. Copies of the certifications are included in this Form 8-K as Exhibits 99.1 and 99.2. ITEM 7. EXHIBITS. EXHIBIT NO.: 99.1 Statement of Chief Executive Officer pursuant to SEC Order 99.2 Statement of Chief Financial Officer pursuant to SEC Order 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Henry Schein, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HENRY SCHEIN, INC. By: /s/ STEVEN PALADINO ------------------------------------------ Name: Steven Paladino Title: Executive Vice President and Chief Financial Officer Date: August 13, 2002 3 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 99.1 Statement of Chief Executive Officer pursuant to SEC Order 99.2 Statement of Chief Financial Officer pursuant to SEC Order 4
EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACT AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Stanley M. Bergman, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Henry Schein, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K for the Fiscal Year Ended December 29, 2001 of Henry Schein, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Henry Schein, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to the foregoing. /s/ STANLEY M. BERGMAN - ------------------------------------------ Name: Stanley M. Bergman Subscribed and sworn to Title: Chairman, Chief Executive Officer before me this 13th day of and President August 2002 /s/ Michael Ettinger ------------------------------- Notary Public My Commission Expires: 12/12/02
EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACT AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Steven Paladino, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Henry Schein, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K for the Fiscal Year Ended December 29, 2001 of Henry Schein, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Henry Schein, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to the foregoing. /s/ STEVEN PALADINO - ------------------------------------ Name: Steven Paladino Subscribed and sworn to Title: Executive Vice President and before me this 13th day of Chief Financial Officer August 2002 /s/ Michael Ettinger ------------------------------- Notary Public My Commission Expires: 12/12/02