FORM 8-K
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) September 5, 2008
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-27078
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11-3136595 |
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
incorporation) |
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135 Duryea Road Melville, New York
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11747 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (631) 843-5500
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 5, 2008, Henry Schein, Inc. entered into a new $400 million revolving credit
facility. This new facility, which matures in September 2013, replaces Henry Scheins current $300
million revolving credit facility, which was scheduled to mature in May 2010. The facilitys lead
arranger and sole bookrunner was JPMorgan Securities, Inc. Henry Schein plans to use its credit
facility for general corporate purposes, including working capital and capital expenditures, as
well as for funding potential acquisitions.
ITEM 8.01. OTHER EVENTS.
On September 8, 2008, Henry Schein, Inc. issued a press release announcing the new $400
million revolving credit facility. 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 September 8, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HENRY SCHEIN, INC.
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Date: September 8, 2008 |
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/s/ Michael S. Ettinger
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Name: |
Michael S. Ettinger |
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Title: |
Senior Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press release dated September 8, 2008 |
EX-99.1
Exhibit 99.1
HENRY SCHEIN ANNOUNCES NEW $400 MILLION CREDIT FACILITY
Replaces existing $300 million credit facility at favorable terms
MELVILLE, N.Y. September 8, 2008 Henry Schein, Inc. (NASDAQ: HSIC), the largest distributor of
healthcare products and services in the combined North American and European markets, today
announced the closing of a new $400 million revolving credit facility. This new facility, which
matures in September 2013, replaces Henry Scheins current $300 million revolving credit facility,
which was scheduled to mature in May 2010. The facilitys lead arranger and sole bookrunner was
JPMorgan Securities, Inc.
We are very happy to announce this expanded credit facility at favorable terms, particularly
in todays challenging credit environment. This new facility reflects the recognition of Henry
Scheins ongoing success and our strong financial results, including 22% compound annual growth in
cash flow from operations since 2003, said Steven Paladino, Executive Vice President and Chief
Financial Officer of Henry Schein.
Henry Schein plans to use its credit facility for general corporate purposes, including
working capital and capital expenditures, as well as for funding potential acquisitions.
About Henry Schein
Henry Schein, a Fortune 500® company and a member of the NASDAQ 100® Index, is recognized for
its excellent customer service and highly competitive prices. The Companys four business groups
Dental, Medical, International and Technology serve more than 550,000 customers worldwide,
including dental practitioners and laboratories, physician practices and animal health clinics, as
well as government and other institutions.
The Company operates through a centralized and automated distribution network, which provides
customers in more than 200 countries with a comprehensive selection of more than 90,000 national
and Henry Schein private-brand products in stock, as well as more than 100,000 additional products
available as special-order items.
Henry Schein also offers a wide range of innovative value-added practice solutions for
healthcare professionals, such as ArubA®, the Companys electronic catalog and ordering system. Its
leading practice-management software solutions have an installed user base of more than 52,000
practices, including DENTRIX®, Easy Dental®, Oasis® and EXACT® for dental practices, MicroMD® for
physician practices, and AVImark® for animal health clinics.
Headquartered in Melville, N.Y., Henry Schein employs over 12,000 people and has operations or
affiliates in 20 countries. The Companys net sales reached a record $5.9 billion in 2007. 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, we provide the following cautionary remarks regarding important factors that, 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 that
may cause our 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 our operations and financial condition, including
factors that may affect our business and future prospects, is contained in documents we have filed
with the SEC and will be contained in all subsequent periodic filings we make with the SEC. These
documents identify in detail important risk factors that could cause our actual performance to
differ materially from current expectations.
Risk factors and uncertainties that 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 regulatory requirements that affect us; risks associated with our
international operations; fluctuations in quarterly earnings; our dependence on third parties for
the manufacture and supply of our products; transitional challenges associated with acquisitions,
including the failure to achieve anticipated synergies; financial risks associated with
acquisitions; regulatory and litigation risks; the dependence on our continued product development,
technical support and successful marketing in the technology segment; our dependence upon sales
personnel and key customers; our dependence on our senior management; possible increases in the
cost of shipping our products or other service trouble with our third-party shippers; risks from
rapid technological change; risks from potential increases in variable interest rates; possible
volatility of the market price of our common stock; certain provisions in our governing documents
that may discourage third-party acquisitions of us; and changes in tax legislation that affect us.
The order in which these factors appear should not be construed to indicate their relative
importance or priority.
We caution that these factors may not be exhaustive and that many of these factors are beyond
our ability to control or predict. Accordingly, any forward-looking statements contained herein
should not be relied upon as a prediction of actual results. We undertake no duty and have no
obligation to update forward-looking statements.
CONTACT: Steven Paladino
Executive Vice President and Chief Financial Officer
steven.paladino@henryschein.com
(631) 843-5500
Neal Goldner
Vice President, Investor Relations
neal.goldner@henryschein.com
(631) 845-2820
Susan Vassallo
Vice President,
Corporate Communications
susan.vassallo@henryschein.com
(631) 843-5562
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