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): May 28, 2009

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-27078		11-3136595
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

135 Duryea Road, Melville, New York		11747
(Address of principal executive offices)		(Zip Code)

Registrant’s 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:

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))

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On May 28, 2009, at the Annual Meeting of Stockholders of Henry Schein, Inc. (the “Company”), the stockholders of the Company approved (i) an amendment to the Henry Schein, Inc. 1994 Stock Incentive Plan, as amended from time to time (the “1994 Incentive Plan”) and (ii) an amendment to the Henry Schein, Inc. Section 162(m) Cash Bonus Plan, as amended from time to time (the “Bonus Plan”). Each amendment was previously approved by the Company’s Board of Directors on March 9, 2009 subject to stockholder approval. (See Item 5.02 below for a description of the amendments.)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The amendment to the 1994 Incentive Plan, among other things: (i) increases the maximum aggregate number of shares of the Company’s common stock issuable with respect to all awards under the 1994 Incentive Plan by 3.3 million shares to a maximum of 27,079,270 shares; (ii) implements a “fungible share limit” where each share of common stock subject to full value awards (e.g., restricted stock and restricted stock units) granted on or after the date of the 2009 Annual Meeting will be counted against the aggregate maximum share limit under the 1994 Incentive Plan as two shares for every share granted; (iii) provides that, with respect to future awards, a “change of control” under the 1994 Incentive Plan will occur upon the consummation of certain corporate transactions rather than stockholder approval of the transaction and (iv) provides a minimum vesting schedule with respect to future awards of restricted stock and restricted stock units.

The amendment to the Bonus Plan extends the termination date so that bonuses may be payable under the Bonus Plan with respect to any fiscal year ending on or prior to December 31, 2013.

Item 9.01. Financial Statements and Exhibits.

(a)		Not applicable.
(b)		Not applicable.
(c)		Not applicable.
(d)		Exhibit 99.1 — Amendment Number Two to the Henry Schein, Inc. 1994 Stock Incentive Plan
		Exhibit 99.2 — Amendment Number Three to the Henry Schein, Inc. Section 162(m) Cash Bonus Plan

SIGNATURE

     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.

Exhibit 99.1

AMENDMENT NUMBER TWO
TO THE
HENRY SCHEIN, INC.
1994 STOCK INCENTIVE PLAN
(As Amended and Restated Effective as of March 27, 2007)

               WHEREAS, Henry Schein, Inc. (the “Company”) maintains the Henry Schein, Inc. 1994 Stock Incentive Plan (as amended and restated effective as of March 27, 2007), as amended (the “Plan”);

               WHEREAS, pursuant to Section 13 of the Plan, the Company has reserved the right to amend the Plan;

               WHEREAS, the Company desires to amend the Plan in certain respects; and

               WHEREAS, pursuant to Section 13 of the Plan, approval by the Company’s stockholders is required with respect to certain of these amendments.

               NOW, THEREFORE, the Plan is hereby amended, subject to stockholder approval (where indicated) at the 2009 annual stockholders’ meeting and effective on the date thereof, as follows:

1.		Subject to stockholder approval at the 2009 annual stockholders’ meeting and effective on the date thereof, the first sentence of Section 5(b) of the Plan is amended in its entirety to read as follows:
		“Subject to adjustment as provided in this Section 5, the maximum aggregate number of Shares that may be issued pursuant to all Awards under the Plan shall be 27,079,270 Shares.”
2.		Subject to stockholder approval at the 2009 annual stockholders’ meeting and effective on the date thereof, the second sentence of Section 5(b) of the Plan is deleted in its entirety.
3.		Subject to stockholder approval at the 2009 annual stockholders’ meeting and effective on the date thereof, the sixth and seventh sentences of Section 5(b) of the Plan are deleted and replaced in their entirety with the following:
		“Any Shares that have been or will be issued pursuant to Options or Stock Appreciation Rights shall be counted against the foregoing limit as one Share for every Share granted. Any Shares that are issued pursuant to Awards of Restricted Stock (including restricted stock units) granted on or after the date of the Company’s 2009 annual stockholders’ meeting shall be counted against the foregoing limit as two Shares for every Share granted. If any Shares subject to an Option or Stock Appreciation Right granted under this Plan are forfeited, cancelled, exchanged or surrendered without having been exercised in full or terminate or expire without a distribution of Shares to the Participant, the number of Shares underlying any such unexercised Award shall again be available for the purpose of Awards under the Plan as one Share for every Share granted, provided that the number of Shares covered by Class A Options shall be reduced by that number of

Class A Options that are cancelled, expire or are terminated. If any Shares that were issued pursuant to Awards of Restricted Stock (including restricted stock units) granted on or after the date of the Company’s 2009 annual stockholders’ meeting are forfeited for any reason, two Shares for every Share granted shall again be available for the purpose of Awards under the Plan.”

4.		Effective upon the approval of the stockholders at the 2009 annual stockholders’ meeting of the amendments set forth herein, the following sentence is hereby added to the end of Section 5(b) of the Plan as follows:
		“Notwithstanding any other provision of the Plan to the contrary, the number of Shares available for the purpose of Awards under the Plan shall be reduced by (i) the total number of Options or Stock Appreciation Rights exercised, regardless of whether any of the Shares underlying such Awards are not actually issued to the Participant as the result of a net settlement, (ii) any Shares used to pay any Purchase Price or tax withholding obligation with respect to any Award and (iii) any Shares repurchased by the Company on the open market with the proceeds of the Purchase Price of an Option.”
5.		Effective upon the approval of the stockholders at the 2009 annual stockholders’ meeting of the amendments set forth herein, Section 6(f)(iii) of the Plan is amended to insert “solely with respect to an Award granted prior to the date of the Company’s 2009 annual stockholders’ meeting” at the beginning thereof.
6.		Effective upon the approval of the stockholders at the 2009 annual stockholders’ meeting of the amendments set forth herein, Section 6(f) of the Plan is amended in its entirety to insert a new subsection (iv) immediately following subsection (iii) to read as follows:
		“solely with respect to an Award granted on or after the date of the Company’s 2009 annual stockholders’ meeting, the consummation of a Corporate Transaction or, if consummation of such Corporate Transaction is subject to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the outstanding Shares and Outstanding HSI Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction and the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Shares and Outstanding HSI Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from such Corporate Transaction and any Person beneficially owning, immediately prior to such Corporate Transaction, directly or indirectly, 33% (20% with respect to Options granted prior to April 1, 2003) or more of the outstanding Shares or Outstanding HSI Voting Securities, as the case may be) will beneficially own, directly or indirectly, 33% (20% with respect to Options granted prior to April 1, 2003) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or”

7.		Effective upon the approval of the stockholders at the 2009 annual stockholders’ meeting of the amendments set forth herein, subsection (iv) of Section 6(f) of the Plan shall be renumbered as subsection (v).
8.		Effective upon the approval of the stockholders at the 2009 annual stockholders’ meeting of the amendments set forth herein, the following sentence is hereby added to the end of Section 9(a) of the Plan as follows:
		“Notwithstanding any other provision of the Plan to the contrary, effective on the date of the Company’s 2009 annual stockholders’ meeting, the Restriction Period with respect to any Award of Restricted Stock (including an Award of Restricted Stock in the form of a Restricted Stock Unit) granted on or after such date shall be no less than (A) one year, if the lapsing of restrictions is based (in whole or in part) on the attainment of one or more Performance Goals, and (B) three years, if the lapsing of restrictions is based solely on the continued performance of services by the Participant (with restrictions as to no more than 1/3rd of the Shares subject thereto lapsing on each of the first three anniversaries of the date of grant); provided, that, subject to the terms of the Plan, the Committee shall be authorized (at the time of grant or thereafter) to provide for the earlier lapsing of restrictions in the event of a Change of Control or a Participant’s retirement, death or Disability; and provided further, that, subject to the limitations set forth in Section 5(b), Awards of Restricted Stock (including Awards of Restricted Stock in the form of Restricted Stock Units) with respect to up to 5% of the total number of Shares reserved for Awards under the Plan may be granted that are not subject to the foregoing limitations.”
9.		Except as amended hereby and expressly provided herein, the Plan shall remain in full force and effect.

               IN WITNESS WHEREOF, this amendment has been executed April 16, 2009.

Exhibit 99.2

AMENDMENT NUMBER THREE
TO THE
HENRY SCHEIN, INC.
SECTION 162(m) CASH BONUS PLAN

                    WHEREAS, Henry Schein, Inc. (the “Company”) maintains the Henry Schein, Inc. Section 162(m) Cash Bonus Plan, as amended (the “Plan”);

                    WHEREAS, pursuant to Section 7.2 of the Plan, the Company has reserved the right to amend the Plan;

                    WHEREAS, pursuant to the Company’s Compensation Committee Charter, the Board delegated authority to the Compensation Committee to amend the Plan; and

                    WHEREAS, the Compensation Committee desires to amend the Plan to extend the term thereof.

                    NOW, THEREFORE, the Plan is hereby amended, effective December 31, 2009, subject to stockholder approval at the 2009 annual stockholders’ meeting, as follows:

1.

Subject to stockholder approval at the 2009 annual stockholders’ meeting, Section 7.1 of the Plan is hereby amended to add the following new paragraph to the end thereof:

“ (c) The Plan is amended to extend the term to December 31, 2013, effective December 31, 2009, subject to stockholder approval at the 2009 annual stockholders’ meeting. Notwithstanding Sections 7.1(a) and 7.1(b), subject to stockholder approval of the Plan, as amended, at the 2009 annual stockholders’ meeting, a bonus may be payable under this Plan in respect to fiscal years beginning after December 31, 2009, provided that no bonus shall be payable under this Plan in respect to any fiscal year beginning after December 31, 2013.”

2.

Except as amended hereby and expressly provided herein, the Plan shall remain in full force and effect.

                    IN WITNESS WHEREOF, this amendment has been executed April 16, 2009.