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
Date of Report (Date of earliest event reported): December 2, 2004
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27078 11-3136595
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(State or other (Commission Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
135 Duryea Road Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 843-5500
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 2, 2004, Henry Schein, Inc. entered into a multi-year
agreement with ID Biomedical Corporation to distribute ID Biomedical's
Fluviral(R) influenza vaccine. The agreement will commence upon approval of
Fluviral by the U.S. Food and Drug Administration (FDA), which could be as early
as 2005 if the FDA provides expedited approval of the ID Biomedical application,
and will terminate in 2014. Once Fluviral is approved by the FDA, ID Biomedical
plans to manufacture up to an estimated 15 million doses for the U.S. market in
2005, and increase production to approximately 38 million doses by 2007.
Similarly, Henry Schein will increase the number of Fluviral doses it purchases
over that time, and by 2007 will have approximately 19 million doses per year
available for distribution to its customers. Henry Schein's purchase commitment
under the agreement calls for the Company to pay ID Biomedical an amount per
dose based each year on the market price then prevailing. At today's market
price, this commitment will aggregate approximately $45 million for 2005,
increasing to approximately $113 million in 2007.
ITEM 8.01. OTHER EVENTS.
On December 6, 2004, Henry Schein, Inc. issued a press release announcing
the signing of the multi-year agreement with ID Biomedical to distribute
Fluviral. Attached hereto and incorporated herein by reference as Exhibit 99.1
is the press release.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit 99.1 - Press Release dated December 6, 2004.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HENRY SCHEIN, INC.
Date: December 6, 2004 By: /s/ Michael S. Ettinger
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Name: Michael S. Ettinger
Title: Secretary, Vice President and
General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press release dated December 6, 2004
EXHIBIT 99.1
[GRAPHIC OMITTED][NEWS RELEASE]
FOR: HENRY SCHEIN, INC.
CONTACT: Steven Paladino
Executive Vice President &
Chief Financial Officer
631-843-5500
steven.paladino@henryschein.com
Susan Vassallo
Director, Public & Investor Relations
631-843-5562
susan.vassallo@henryschein.com
HENRY SCHEIN SIGNS MULTI-YEAR DISTRIBUTION AGREEMENT WITH
ID BIOMEDICAL FOR FLUVIRAL INFLUENZA VACCINE
Contract supports new entrant into U.S. market for the benefit of public health
MELVILLE, N.Y., DECEMBER 6, 2004 - Henry Schein, Inc. (NASDAQ: HSIC), the
largest distributor of healthcare products and services in the combined North
American and European markets, today announced the signing of a multi-year
agreement to distribute ID Biomedical Corporation's (NASDAQ: IDBE, TSE: IDB)
Fluviral(TM) influenza vaccine. The agreement will commence upon approval of
Fluviral by the U.S. Food and Drug Administration (FDA), which could be as early
as 2005 if the FDA provides expedited approval of the ID Biomedical application,
and will terminate in 2014.
Once Fluviral is approved by the FDA, ID Biomedical plans to
manufacture up to an estimated 15 million doses for the U.S. market in 2005, and
increase production to approximately 38 million doses by 2007. Similarly, Henry
Schein will increase the number of Fluviral doses it purchases over that time,
and by 2007 will have approximately 19 million doses per year available for
distribution to its customers. Henry Schein's purchase commitment under the
agreement calls for the Company to pay ID Biomedical an amount per dose based
each year on the market price then prevailing. At today's market price, this
commitment will aggregate approximately $45 million for 2005, increasing to
approximately $113 million in 2007.
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"As our nation addresses the current influenza vaccine shortage, we are
pleased to have entered into a contract with ID Biomedical, which will benefit
our customers, and the general public as well, by bringing additional influenza
vaccine supply into the United States for many years to come," said Stanley M.
Bergman, Chairman, Chief Executive Officer and President of Henry Schein. "We
are pleased to support ID Biomedical's investment in its influenza vaccine
manufacturing capability and increased capacity."
"Henry Schein's expertise in marketing new products to office-based
practitioners in the United States is unsurpassed, and we believe they are an
ideal partner to help introduce Fluviral to this important market," said Todd
Patrick, ID Biomedical's President.
For 15 years, Henry Schein has been a leading distributor of influenza
vaccine to U.S. physician offices and alternate-care sites, and in 2003, the
Company sold more than 20 million doses of influenza vaccine. Earlier this year,
Henry Schein was named the exclusive U.S. distributor of FluMist(R) intranasal
influenza vaccine, manufactured by MedImmune (NASDAQ: MEDI), and distributed
Aventis Pasteur's Fluzone(R) (NYSE: AVE). In addition, the Company's agreement
to distribute Chiron Corporation's (NASDAQ: CHIR) Fluvirin(R) influenza vaccine
continues for 2005.
ABOUT HENRY SCHEIN, INC.
Henry Schein, a FORTUNE 500(R) company, is recognized for its excellent
customer service and highly competitive prices. The Company's four business
groups--Dental, Medical, International and Technology--serve more than 450,000
customers worldwide, including dental practices and laboratories, physician
practices and veterinary clinics, as well as government and other institutions.
The Company's sales reached a record $3.4 billion in 2003.
The Company operates through a centralized and automated distribution
network, which provides customers in more than 125 countries with a
comprehensive selection of over 90,000 national and Henry Schein private-brand
products.
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Henry Schein also offers a wide range of innovative value-added practice
solutions, including such leading practice management software systems as
DENTRIX(R) and Easy Dental(R) for dental practices, and AVImark(R) for
veterinary clinics, which are installed in over 50,000 practices; and ArubA(R),
Henry Schein's electronic catalog and ordering system.
Headquartered in Melville, N.Y., Henry Schein employs over 9,000 people in
17 countries. For more information, visit the Henry Schein Web site at
www.henryschein.com.
In accordance with the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company provides the following cautionary
remarks regarding important factors which, among others, could cause future
results to differ materially from the forward-looking statements, expectations
and assumptions expressed or implied herein. All forward-looking statements made
by us are subject to risks and uncertainties and are not guarantees of future
performance. These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the Company's actual results,
performance and achievements, or industry results to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. These statements are identified by the use of
such terms as "may," "could," "expect," "intend," "believe," "plan," "estimate,"
"forecast," "project," "anticipate," or other comparable terms. A full
discussion of the Company's operations and financial condition, including
factors that may affect its business and future prospects, is contained in
documents the Company has filed with the SEC and will be contained in all
subsequent periodic filings made with the SEC. These documents identify, in
detail, important risk factors that could cause the Company's actual performance
to differ materially from current expectations.
Risk factors and uncertainties which could cause actual results to differ
materially from current and historical results include, but are not limited to:
competitive factors; changes in the healthcare industry; changes in government
regulations that affect the Company; financial risks associated with the
Company's international operations; fluctuations in quarterly earnings;
transitional challenges associated with acquisitions; regulatory and litigation
risks; the dependence on the Company's continued product development, technical
support and successful marketing in the technology segment; the Company's
dependence upon sales personnel and key customers; the Company's dependence on
its senior management; the Company's dependence on third parties for the
manufacture and supply of its products; possible increases in the cost of
shipping the Company's products or other service trouble with the Company's
third-party shippers; risks from rapid technological change; and risks from
potential increases in variable interest rates.
The order in which these factors appear should not be construed to
indicate their relative importance or priority. The Company cautions that these
factors may not be exhaustive and that many of these factors are beyond the
Company's ability to control or predict. Accordingly, forward-looking statements
should not be relied upon as a prediction of actual results. The Company
undertakes no duty and has no obligation to update forward-looking statements.
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