SC TO-I/A

SCHEDULE TO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2
to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Apogent Technologies Inc.

(Name of Subject Company (Issuer))

Apogent Technologies Inc., as issuer
(Name of Filing Person (identifying status as offeror, issuer or other person))

Floating Rate Senior Convertible Contingent Debt Securities due 2033
(Title of Class of Securities)

03760AAJ0
(CUSIP Number of Class of Securities)

Michael K. Bresson
Executive Vice President – Administration, General Counsel and Secretary
Apogent Technologies Inc.
30 Penhallow Street
Portsmouth, New Hampshire 03801
(603) 433-6131
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the filing person)

Copy to:

Bruce C. Davidson, Esq.
Joseph D. Masterson, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$345,000,000	$	43,711.50

*Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the exchange of $345,000,000 principal amount of Apogent Technologies Inc.’s Floating Rate Senior Convertible Contingent Debt Securities due 2033 for Apogent Technologies Inc.’s Floating Rate Convertible Senior Debentures due 2033.

**Registration fee previously paid in connection with the Apogent’s Registration Statement on Form S-4 filed May 24, 2004.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$	43,711.50
Form or Registration No.:	Form S-4
Date Filed:	May 24, 2004
Filing Party:	Apogent Technologies Inc. (issuer)

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This Amendment No. 2 to the Tender Offer Statement on Schedule TO amends the Tender Offer Statement on Schedule TO originally filed on May 24, 2004 and amended by Amendment No. 1 thereto filed on June 1, 2004 (as so amended, the “Schedule TO”). This Amendment No. 2 to the Schedule TO is being filed by Apogent Technologies Inc. (“Apogent”), a Wisconsin corporation, pursuant to Section 13(e) of the Securities Exchange Act of 1934 in connection with its offer to exchange (the “Exchange Offer”) up to $345,000,000 principal amount of Apogent’s Floating Rate Senior Convertible Contingent Debt Securities due 2033 (the “Old Floating Rate CODES”) for up to $345,000,000 principal amount of Floating Rate Convertible Senior Debentures due 2033 (the “New Floating Rate Debentures”), upon the terms and subject to the conditions set forth in the preliminary prospectus forming a part of the Registration Statement on Form S-4 (File No. 333-115781) relating to the Exchange Offer for the Old Floating Rate Codes, as filed with the Securities and Exchange Commission on May 24, 2004, and amended by Amendment No. 1 to such registration statement filed on June 1, 2004 (as so amended, the “Registration Statement”), which preliminary prospectus is filed as Exhibit (a)(1)(A) to Amendment No. 1 to Schedule TO. The Registration Statement also registers both the shares of common stock par value $0.01 per share (the “Fisher Common Stock”) of Fisher Scientific International Inc. (“Fisher”) into which the New Floating Rate Debentures may be converted upon the occurrence of certain events, and the future guarantee of the New Floating Rate Debentures by Fisher.

     The Schedule TO is hereby amended and supplemented as follows:

Item 1 (Summary Term Sheet) and Item 4 (Terms of the Transaction) are hereby amended to incorporate by reference the information contained in the Press Release, issued July 2, 2004, which is being filed as Exhibit (a)(1)(H) hereto.

Item 12. (Exhibits) is hereby amended by adding the following exhibit:

(a)(1)(H) Press Release issued July 2, 2004.

2

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

APOGENT TECHNOLOGIES INC.
By:	/s/ Michael K. Bresson
Name:	Michael K. Bresson
Title:	Executive Vice President — Administration, General Counsel and Secretary

Date: July 2, 2004

3

EX-99.A.1.H

NEWS RELEASE

Media Contact	Investor Contact
Gia L. Oei	Carolyn Miller
603-929-2489	603-929-2381

Fisher Scientific and Apogent Extend Exchange Offers

HAMPTON and PORTSMOUTH, N.H., July 2, 2004 — Fisher Scientific International Inc. (NYSE: FSH) and Apogent Technologies Inc. (NYSE: AOT) announced today that they are extending the expiration date for the exchange offer and consent solicitation relating to $345 million of Apogent’s Floating Rate Senior Convertible Contingent Debt Securities due 2033 and exchange offer relating to $300 million of Apogent’s 2.25 percent Senior Convertible Contingent Debt Securities due 2021 in connection with the planned merger between Fisher and Apogent. The exchange offers are each being made pursuant to a preliminary prospectus dated May 28, 2004, and related letter of transmittal, which more fully set forth the terms of the exchange offer. The exchange offer and consent solicitation relating to the Floating Rate Senior Convertible Contingent Debt Securities and the exchange offer relating to the 2.25 percent Senior Convertible Contingent Debt Securities, both previously scheduled to expire at 5 p.m. Eastern Daylight Time (EDT) on July 1, 2004, will now expire at 5 p.m. EDT on July 16, 2004, unless extended or terminated earlier. As of 5 p.m. EDT on July 1, 2004, $188.720 million aggregate principal amount of the Floating Rate Senior Convertible Contingent Debt Securities had been tendered for exchange. As of 5 p.m. EDT on July 1, 2004, $171.781 million aggregate principal amount of the 2.25 percent Senior Convertible Contingent Debt Securities had been tendered for exchange.

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Fisher Scientific and Apogent Extend Exchange Offers — 2

     The offers involve the exchange of up to $345 million of Apogent’s Floating Rate Senior Convertible Contingent Debt Securities due 2033 for new Floating Rate Convertible Senior Debentures due 2033, and up to $300 million of Apogent’s 2.25 percent Senior Convertible Contingent Debt Securities due 2021 for new 2.25 percent Convertible Senior Debentures due 2021. Consents to amend the resale registration rights agreement relating to the Floating Rate Senior Convertible Contingent Debt Securities are also being solicited in connection with that exchange offer. Both series of new Convertible Senior Debentures will remain obligations of Apogent after the completion of the proposed merger but will be convertible into Fisher common stock or, at Apogent’s election, the cash value thereof. The exchange offers are subject to various conditions, including completion of the merger, as described in the preliminary prospectuses.

     Neither Fisher nor Apogent will receive any proceeds from the issuance of the new Convertible Senior Debentures in the exchange offers.

     Goldman, Sachs & Co. is acting as dealer manager, Innisfree M&A Incorporated is the information agent, and The Bank of New York is the exchange agent for the exchange offers. Copies of the registration statements, including the preliminary prospectuses, letters of transmittal and other materials related to the exchange offers, as amended, may be obtained at no charge from Innisfree by calling 888-750-5834 or from the Securities and Exchange Commission’s Web site at www.sec.gov. All questions relating to the mechanics of the exchange offers should be directed to Innisfree at 888-750-5834, or Goldman Sachs, at 800-471-7731. The materials related to the exchange offers contain important information that should be read carefully before any decision is made with respect to the exchange offers.

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Fisher Scientific and Apogent Extend Exchange Offers — 3

     Registration statements relating to the new Convertible Senior Debentures have been filed with the Securities and Exchange Commission but have not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statements become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Fisher Scientific International Inc.

As a world leader in serving science, Fisher Scientific International Inc. (NYSE: FSH) offers more than 600,000 products and services to more than 350,000 customers located in approximately 145 countries. Fisher’s customers include pharmaceutical and biotech companies; colleges and universities; medical-research institutions; hospitals and reference labs; quality-control, process-control and R&D labs in various industries; as well as government and first responders. As a result of its broad product offering, electronic-commerce capabilities and integrated global logistics network, Fisher serves as a one-stop source of products, services and global solutions for its customers. The company primarily serves the scientific-research, clinical-laboratory and safety markets. Additional information about Fisher is available on the company’s Web site at www.fisherscientific.com.

About Apogent Technologies Inc.

Apogent is a diversified worldwide leader in the design, manufacture, and sale of laboratory and life-science products essential for healthcare diagnostics and scientific research. Apogent’s companies are divided into two business segments for financial reporting purposes: Clinical Group and Research Group.

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Fisher Scientific and Apogent Extend Exchange Offers — 4

Additional Information About the Merger and Where to Find it

In connection with the proposed merger, Fisher Scientific and Apogent Technologies have relevant materials on file with the SEC, including an effective registration statement on Form S-4 that contains a prospectus and a joint proxy statement. Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Fisher, Apogent and the merger. Investors and security holders may obtain these documents (and any other documents filed by Fisher or Apogent with the SEC) free of charge at the SEC’s Web site at www.sec.gov. In addition, the documents filed with the SEC by Fisher may be obtained free of charge by directing such request to: Corporate Secretary, 1 Liberty Lane, Hampton, NH 03842, or from Fisher’s Web site at www.fisherscientific.com. The documents filed with the SEC by Apogent may be obtained free of charge by directing such request to: Director of Investor Relations, 30 Penhallow Street, Portsmouth, NH 03801, or from Apogent’s Web site at www.apogent.com. Investors and security holders are urged to read the joint proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed merger.

Fisher, Apogent and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Fisher and Apogent in favor of the merger. Information about the executive officers and directors of Fisher and their ownership of Fisher common stock is set forth in the joint proxy statement/prospectus filed on Form S-4, which was declared effective by the SEC on May 21, 2004. Information about the executive officers and directors of Apogent and their ownership of Apogent common stock is set forth in the proxy statement for Apogent’s 2004 Annual Meeting of Shareholders, which was filed with the SEC on December 23, 2003. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Fisher, Apogent and their respective executive officers and directors in the merger by reading the joint proxy statement/prospectus regarding the merger.

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