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 27, 2011

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

(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 September 27, 2011, Henry Schein, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Distribution Agreement for Fluviral^® Influenza Vaccine, dated as of December 2, 2004, with ID Biomedical Corporation of Quebec (successor in interest to ID Biomedical Corporation) (“IDB”), as amended (the “Distribution Agreement”).

     Pursuant to the Distribution Agreement, the parties agreed to negotiate in good faith new terms for the relationship, rights and obligations of the parties with regard to distribution of IDB’s injectable influenza virus vaccine product (“Product”) in the 2012/2013 Flu Season. The parties further agreed that time was of the essence in this regard and intended to complete such negotiations and sign an amendment or new definitive agreement by September 1, 2011. To date, the parties have not completed such negotiations or entered into a new definitive agreement. Pursuant to the Distribution Agreement, if the parties did not enter into a mutually agreeable amendment or new definitive agreement for the 2012/2013 Flu Season before September 1, 2011, then IDB had the right to immediately terminate the Distribution Agreement with regard to all Flu Seasons after the 2011/2012 Flu Season by providing written notice to the Company on or before October 1, 2011.

     On September 27, 2011, the Company and IDB entered into an amendment to the Distribution Agreement to extend the period in which IDB may terminate the Distribution Agreement to allow the parties additional time to negotiate a mutually agreeable amendment or new definitive agreement for the 2012/2013 Flu Season. IDB may now provide written notice of termination to the Company on or before October 14, 2011. If IDB does not terminate the Agreement on or before October 14, 2011, the Distribution Agreement, by its terms, will automatically terminate at the conclusion of the 2012/2013 Flu Season.

     The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits

(d)

Exhibits:

1.1

Amendment dated September 27, 2011 to Distribution Agreement, dated as of December 2, 2004, by and between Henry Schein, Inc. and ID Biomedical Corporation of Quebec (successor in interest to ID Biomedical Corporation).

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 INDEX

     Exhibit

1.1

Amendment dated September 27, 2011 to Distribution Agreement, dated as of December 2, 2004, by and between Henry Schein, Inc. and ID Biomedical Corporation of Quebec (successor in interest to ID Biomedical Corporation).

Exhibit 1.1

AMENDMENT TO DISTRIBUTION AGREEMENT

     This Amendment (this “Amendment”) is entered into as of September 27, 2011, by and between ID Biomedical Corporation of Quebec (“IDB”) and Henry Schein, Inc. (“HSI”).

     HSI and ID Biomedical Corporation entered into a certain Distribution Agreement for Fluviral influenza vaccine as of December 2, 2004 and have entered into certain amendments to that agreement from time to time (as amended, the “Agreement”). In December 2005, ID Biomedical Corporation became a wholly owned subsidiary of GlaxoSmithKline Inc., a wholly owned subsidiary of GlaxoSmithKline plc and an affiliate of GlaxoSmithKline LLC d/b/a GlaxoSmithKline (“GSK”). Effective as of January 1, 2011, ID Biomedical Corporation merged with and into its wholly owned subsidiary, ID Biomedical Corporation of Quebec, with ID Biomedical Corporation of Quebec being the surviving entity. As a result of discussions between the parties, HSI and IDB desire to make certain amendments to the Agreement as set forth herein.

     NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and upon the terms and subject to conditions set forth below, HSI and IDB, intending to be legally bound hereby, agree to amend the Agreement as follows:

1. Definitions. All capitalized terms used in this Amendment without definition shall have the meanings set forth in the Agreement.

2. Termination. Section 15, Term and Termination, is amended to replace in its entirety the existing Section 15.7 with a new Section 15.7 to read in full as follows:

“Notwithstanding anything herein to the contrary, in the event that the Parties have not entered into a mutually agreeable amendment or new definitive agreement for the 2012/2013 Flu Season before September 1, 2011, then IDB shall have the right to immediately terminate this agreement with regard to all Flu Seasons after the 2011/2012 Flu Season by providing written notice to HSI on or before October 14, 2011.”

3. Effect of Amendment. Except as expressly modified by this Amendment, the terms and provisions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

4. Miscellaneous. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be reasonably necessary or appropriate in order to carry out the purposes and intent of this Amendment.

5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, each Party has caused this Amendment to the Agreement to be executed on its behalf by its duly authorized officer as of the date first above written.

ID Biomedical Corporation of Quebec				Henry Schein, Inc.
By:		/s/ Paul Pinsonnault		By:		/s/ Louis J. Ferraro
Name:		Paul Pinsonnault		Name:		Louis J. Ferraro
Title:		Senior Counsel & Secretary		Title:		VP and General Manager, BioTherapeutics