8-K

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 20, 2004

APOGENT TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Wisconsin
(State or other jurisdiction of
incorporation) 1-11091
(Commission File Number) 22-2849508
(I.R.S. Employer
Identification No.)

One Liberty Lane
Hampton, New Hampshire
(Address of principal executive offices) 03842

(Zip Code)

(603) 926-5911
Registrant’s telephone number, including area code

175 Heritage Avenue
Portsmouth, New Hampshire 03801
(Former Address of Registrant)

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 (see General Instruction A.2. below):

     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))

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE DATED SEPTEMBER 20, 2004

Item 8.01. Other Events.

     On September 20, 2004, Apogent Technologies Inc., a wholly owned subsidiary of Fisher Scientific International Inc., announced that it will redeem on October 20, 2004 approximately $298.8 million of the 2.25 percent Convertible Senior Debentures due 2021 (the “New 2.25% Notes”) and approximately $1.0 million of the 2.25 percent Senior Convertible Contingent Debt Securities due 2021 (the “Old 2.25% Notes” and together with the New 2.25% Notes, the “2.25% Notes”) for cash at a price equal to 100 percent of the principal amount plus (1) accrued and unpaid interest to, but excluding, the redemption date, and (2) contingent interest (as defined in the indentures relating to the 2.25% Notes), if any contingent interest is payable from October 15, 2004 to October 19, 2004.

     A copy of the press release announcing that Apogent Technologies has issued a notice for redemption of approximately $299.8 million of its 2.25% Notes on October 20, 2004 is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Press release dated September 20, 2004, announcing the redemption of approximately $299.8 million of Apogent’s 2.25% Notes.

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: September 21, 2004	By:	/s/ Michael K. Bresson
		Michael K. Bresson
		Executive Vice President — Administration, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated September 20, 2004, announcing the redemption of approximately $299.8 million of Apogent’s 2.25% Notes.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Media Contact:	Investor Contact:
Gia L. Oei, 603-929-2489	Carolyn Miller, 603-929-2381
E-mail: Gia.Oei@nh.fishersci.com	E-mail: Carolyn.Miller@nh.fishersci.com

Apogent to Redeem $299.8 Million of Its 2.25 Percent Notes

HAMPTON, N.H., Sept. 20, 2004 — Fisher Scientific International Inc. (NYSE: FSH) announced today that Apogent Technologies Inc., its wholly owned subsidiary, has issued a notice for redemption of approximately $299.8 million of Apogent’s 2.25 percent convertible notes on Oct. 20, 2004.

     Apogent is calling approximately $298.8 million of the 2.25 percent Convertible Senior Debentures due 2021 (CUSIP No. 03760AAL5) and approximately $1.0 million of the 2.25 percent Senior Convertible Contingent Debt Securities due 2021 (CUSIP Nos. 03760AAE1 and 03760AAD3) (together, “2.25 percent Notes”) for cash at a price equal to 100 percent of the principal amount plus (1) accrued and unpaid interest to, but excluding, the redemption date, and (2) contingent interest (as defined in the indentures relating to the 2.25 percent Notes), if any contingent interest is payable from Oct. 15, 2004, to Oct. 19, 2004.

     Holders will have the right to convert their 2.25 percent Notes from the date of the notice of redemption until Oct. 18, 2004, at a conversion price of $54.45. The 2.25 percent Notes may be surrendered for conversion at the Corporate Trust Office of the Trustee in the City of New York.

-more-

Apogent to Redeem $299.8 Million of Its 2.25 Percent Notes — 2

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 and clinical-laboratory markets. Additional information about Fisher is available on the company’s Web site at www.fisherscientific.com.

This announcement includes forward-looking statements. Fisher Scientific has based these forward-looking statements on its current expectations and projections about future events. Although Fisher Scientific believes that its assumptions made in connection with the forward-looking statements are reasonable, no assurances can be given that its assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions. Fisher Scientific undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur.

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