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): October 14, 2011

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 October 14, 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”), to terminate the Distribution Agreement solely with respect to the 2012/2013 Flu Season. Pursuant to the Amendment, the Distribution Agreement will automatically terminate at the conclusion of the 2011/2012 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. 8.01. Other Events

     The Company has arrangements with other manufacturers, including a new distribution agreement entered into October 20, 2011, to distribute influenza vaccine for the 2012/2013 flu season. The term of this new agreement is from January 1 to December 31, 2012, with an option to renew for one year upon the mutual agreement of the parties. The Company will notify this manufacturer in advance of the flu season of its required volume of doses, and the pricing will be determined based on volume.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits:

1.1

Amendment dated October 14, 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 October 14, 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 to Distribution Agreement (this “Amendment”) is entered into as of October 14, 2011, by and between ID Biomedical Corporation of Quebec (“IDB”) and Henry Schein, Inc. (“HSI”).

WHEREAS, 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;

WHEREAS, HSI and IDB desire to amend the Agreement to cause it to terminate effective upon the conclusion of the 2011/2012 flu season on the terms and conditions 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. Amendment to Term. Section 15, Term and Termination, is amended to replace in its entirety the existing Section 15.1 with a new Section 15.1 to read in full as follows:

“15.1 This Agreement shall take effect on the Effective Date and, subject to earlier termination in accordance with all other relevant provisions hereof, shall continue through the conclusion of the 2011/2012 Flu Season regardless of the Commencement Date under Section 7.2, or such longer time as extended pursuant to Section 10.1 (the “Term”). The Parties may elect in writing to extend the Term on mutually agreeable terms and conditions.”

3. Effect of Amendment. Except as expressly set forth in this Amendment, the terms and provisions of the Agreement shall remain in full force and effect throughout the Term. 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 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: Name:		/s/ Paul Pinsonnault   Paul Pinsonnault				By: Name:		/s/ Louis J. Ferraro   Louis J. Ferraro
Title:		Senior Counsel & Secretary				Title:		VP, GM Bio Therapeutics