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): August 2, 2004
APOGENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Wisconsin 1-11091 22-2849508
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
30 Penhallow Street 03801
Portsmouth, New Hampshire 03801
(Address of principal executive offices) (Zip Code)
(603) 433-6131
Registrant's telephone number, including area code
Item 1. Changes in Control of Registrant.
On August 2, 2004, the stockholders of Apogent Technologies Inc., a
Wisconsin corporation ("Apogent"), approved an Agreement and Plan of Merger,
dated as of March 17, 2004, as amended on April 16, 2004 (the "Merger
Agreement"), by and among Fisher Scientific International Inc. ("Fisher"), Fox
Merger Corporation, a direct, wholly-owned subsidiary of Fisher ("Merger Sub"),
and Apogent, and the merger contemplated thereby, and the stockholders of Fisher
approved the issuance of Fisher common stock in connection with such merger.
Pursuant to the Merger Agreement, Merger Sub was merged with and into Apogent
(the "Merger") and Apogent, as the surviving corporation, became a direct,
wholly-owned subsidiary of Fisher, effective at 11:00 a.m., Central Time, on
August 2, 2004.
In the Merger, each then outstanding share of Apogent common stock was
automatically converted into and became the right to receive 0.56 (the "Exchange
Ratio") shares of Fisher common stock, plus cash in lieu of fractional shares.
In addition, Fisher assumed each then outstanding option to purchase Apogent
common stock, with the number of shares and per share exercise price
appropriately adjusted to reflect the Exchange Ratio.
Pursuant to the Merger Agreement, upon consummation of the Merger, the
board of directors of Fisher was expanded to include four members designated by
Apogent. The Apogent directors elected to the Fisher board of directors are
Frank H. Jellinek, Jr., Richard W. Vieser, Christopher L. Doerr, and Simon B.
Rich, who were all serving as directors of Apogent immediately prior to the
effective time of the Merger. Frank H. Jellinek, Jr. has also been appointed to
serve as the Chairman Emeritus of Fisher.
Because Apogent has outstanding debt securities that were registered under
the Securities Act of 1933, Apogent will remain subject to the requirement to
file reports pursuant to Section 15(d) of the Securities Exchange Act of 1934
after the Merger until such reporting requirement is suspended.
A copy of the press release announcing the completion of the Merger is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger, dated as of March 17,
2004, as amended on April 16, 2004, by and among
Fisher, Fox Merger Corporation and Apogent
(incorporated by reference to Exhibit 2.1 to
Apogent's Form 8-K dated April 16, 2004).
99.1 Press release dated August 2, 2004, announcing the
completion of the Merger.
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.
APOGENT TECHNOLOGIES INC.
(Registrant)
Date: August 2, 2004 By: /s/ Michael K. Bresson
---------------------------------------------
Michael K. Bresson
Executive Vice President - Administration,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger, dated as of March 17,
2004, as amended on April 16, 2004, by and among
Fisher, Fox Merger Corporation and Apogent
(incorporated by reference to Exhibit 2.1 to
Apogent's Form 8-K dated April 16, 2004).
99.1 Press release dated August 2, 2004, announcing the
completion of the Merger.