UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2010
Henry Schein, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
0-27078 (Commission File Number) |
11-3136595 (I.R.S. Employer Identification No.) |
| 135 Duryea Road, Melville, New York (Address of principal executive offices) |
11747 (Zip Code) |
Registrant’s telephone number, including area code: (631) 843-5500
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2010, the Board of Directors (the “Board”) of Henry Schein, Inc. (the
“Company”) elected Dr. Bradley T. Sheares to serve on the Board, effective immediately. In
addition, the Board intends to name Dr. Sheares to the Strategic Advisory Committee of the Board.
Dr. Sheares served as the Chief Executive Officer of Reliant Pharmaceuticals, Inc. (“Reliant”)
from January 2007 through its acquisition by GlaxoSmithKline plc in December 2007. Prior to
joining Reliant, Dr. Sheares served as President of U.S. Human Health at Merck & Co. from March of
2001 until July 2006. Dr. Sheares is also a director of Honeywell International, The Progressive
Corporation, IMS Health and Covance Inc.
There is no arrangement or understanding between Dr. Sheares and any other person pursuant to
which Dr. Sheares was elected as a director, and there are no related party transactions involving
Dr. Sheares that are reportable under Item 404(a) of Regulation S-K.
On January 25, 2010, the Company issued a press release announcing Dr. Sheares’ election to
the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into
this Item 5.02.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits: |
| 99.1 | Press Release issued by Henry Schein, Inc. on January 25, 2010. |
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.
| HENRY SCHEIN, INC. (Registrant) |
||||
| Date: January 25, 2010 | By: | /s/ Michael S. Ettinger | ||
| Michael S. Ettinger | ||||
| Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
Exhibit
| 99.1 | Press Release issued by Henry Schein, Inc. on January 25, 2010. |
Exhibit 99.1
HENRY SCHEIN ELECTS DR. BRADLEY T. SHEARES TO BOARD OF DIRECTORS
Former CEO of Reliant Pharmaceuticals and President of U.S. Human Health for Merck & Co. brings
wealth of health care knowledge in a quickly changing medical landscape
wealth of health care knowledge in a quickly changing medical landscape
MELVILLE, N.Y.— January 25, 2010 — Henry Schein, Inc. (NASDAQ:HSIC), the largest distributor of
health care products and services to office-based dental, medical and veterinary practitioners,
today announced the election of Bradley T. Sheares, Ph.D. to the Company’s Board of Directors.
Dr. Sheares brings a wealth of health care experience to the Henry Schein Board. He most
recently served as Chief Executive Officer of Reliant Pharmaceuticals, Inc., a pharmaceutical
company with integrated sales, marketing and development expertise that marketed a portfolio of
branded cardiovascular pharmaceutical products, leading that company from January 2007 through its
acquisition by GlaxoSmithKline plc in December 2007. Prior to joining Reliant, Dr. Sheares served
as President of U.S. Human Health at Merck & Co. from March 2001 until July 2006, the culmination
of a 19-year career with that company.
In addition, Dr. Sheares brings extensive Board leadership experience from a wide range of
public companies to Henry Schein. He also serves as a director of Honeywell International, a
diversified technology and manufacturing company; The Progressive Corporation, one of the nation’s
largest insurance holding companies; IMS Health, the world’s leading provider of market
intelligence to the pharmaceutical and health care industries; and Covance Inc., one of the world’s
largest and most comprehensive drug development companies.
“We are delighted to welcome Dr. Sheares to the Henry Schein Board of Directors and look
forward to the valuable new perspective that he will be able to share with us,” said Stanley M.
Bergman, Chairman and Chief Executive Officer for Henry Schein. “Clearly the medical landscape in
the United States and around the world is quickly changing, with health care focusing more closely
on disease prevention and wellness. Dr. Sheares’ insights into these emerging developments will figure
prominently as we position our Company to take full advantage of new market opportunities and
support our customers in the efficient and effective delivery of care to patients.”
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Dr. Sheares is the former chair of the Board of Directors of the National Pharmaceutical
Council, which focuses on broadly communicating the economic, clinical and societal value of
pharmaceuticals. Dr. Sheares holds a bachelor’s degree in chemistry from Fisk University and
earned his doctorate in biochemistry from Purdue University. He completed his postdoctoral
training as a Lucille P. Markey Scholar and National Institutes of Health Research Fellow at the
Massachusetts Institute of Technology.
“It is a pleasure to join this distinguished Board and to be part of a company with such a
rich history and promising future,” said Dr. Sheares. “Having met extensively with the senior
leadership of Henry Schein, I have been impressed by the organization’s resolve to help physicians,
dentists and veterinarians navigate this fast-changing health care landscape, as well as the
Company’s values-based culture and high standards of corporate conduct. I look forward to joining
this strong team that will help Henry Schein continue its remarkable growth for many years to
come.”
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
Company’s four business groups — Dental, Medical, International and Technology — serve more than
590,000 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 provides
exclusive, innovative technology offerings for dental, medical and veterinary professionals,
including value-added practice management software and electronic health record solutions.
Headquartered in Melville, N.Y., Henry Schein employs more than 13,500 people and has
operations or affiliates in 23 countries. The Company’s net sales reached a record $6.4 billion in
2008. Henry Schein has been ranked first in its industry for social responsibility for five
consecutive years in Fortune’s list of the World’s Most Admired Companies. For more information,
visit the Henry Schein Web site at www.henryschein.com.
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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: decreased customer demand and
changes in vendor credit terms; disruptions in financial markets; general economic conditions;
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 issues 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.
| CONTACTS: HENRY SCHEIN | ||
| Investors: Steven Paladino | ||
| Executive Vice President and Chief Financial Officer | ||
| steven.paladino@henryschein.com | ||
| (631) 843-5500 | ||
| Media: Susan Vassallo | ||
| Vice President, Corporate Communications | ||
| susan.vassallo@henryschein.com | ||
| (631) 843-5562 | ||
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