FISHER SCIENTIFIC INTERNATIONAL INC.

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o


(1)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer is not permitted.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


	•	The exchange notes are being registered with the Securities and Exchange Commission and are being offered in exchange for the original notes that were previously issued in an offering exempt from the Securities and Exchange Commission’s registration requirements. The terms of the exchange offer are summarized below and more fully described in this prospectus.

	•	We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

	•	You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.

	•	The exchange of original notes for exchange notes will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. federal income tax consequences” on page 63 for more information.

	•	We will not receive any proceeds from the exchange offer.

	•	Upon completion of the exchange offer, we will have $778.0 million of outstanding indebtedness that will rank senior to the exchange notes, and the total amount of our senior subordinated indebtedness, including the exchange notes, will be $622.9 million. These amounts do not include $300 million of 3.25% convertible senior subordinated notes due 2024, which we expect to issue on March 3, 2004.

	•	The terms of the exchange notes are substantially identical to the original notes, except that the exchange notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the original notes do not apply to the exchange notes.

	•	The exchange notes will not be listed on any national securities exchange or the Nasdaq Stock Market.

See “Risk factors” beginning on page 13 for a discussion of certain risks that should be considered by holders prior to tendering their original notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it. This prospectus is not an offer to sell, or a solicitation of an offer to buy, any of the securities to any person or by anyone in any jurisdiction where it is unlawful. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or the date of the document incorporated by reference.

Information contained on our web site does not constitute part of this prospectus.

Our logo and our other trademarks mentioned in this prospectus are the property of Fisher Scientific International Inc. or its affiliates. Other trademarks mentioned in this prospectus are the property of their respective owners.

Fisher Scientific International Inc. is a Delaware corporation. Our principal executive offices are located at One Liberty Lane, Hampton, New Hampshire 03842 and our telephone number at that address is (603) 926-5911. Our common stock is listed on the New York Stock Exchange under the symbol “FSH”.

This prospectus incorporates important business and financial information about the company that is not included in or delivered with this prospectus. This information is available without charge to noteholders upon written or oral request. To make such a request, contact Todd M. DuChene, Vice President and General Counsel, either in writing at our offices at Fisher Scientific International Inc., One Liberty Lane, Hampton, NH 03842, or by telephone at (603) 926-5911. To obtain a timely delivery, noteholders must request this information no later than five business days before the date they must make their investment decision. Requests for such information will not be accepted if they are received after , 2004.

In making an investment decision investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

SUMMARY

This summary highlights important information about our business and the exchange offer. It does not include all information you should consider before exchanging your original notes for exchange notes. Please review this registration statement in its entirety, including the risk factors and the summary historical selected financial statements included herein and our consolidated financial statements and the accompanying notes incorporated by reference herein, before you decide to exchange your original notes for exchange notes. Unless the context otherwise requires, “we,” “us,” “our,” “Fisher” and “the Company” refer to Fisher Scientific International Inc.

Our Business

We are a world leader in serving science. We offer more than 600,000 products and services to the scientific research, clinical laboratory and safety markets. We have more than 350,000 customers located in approximately 145 countries.

Our portfolio of products include biochemicals, organic and inorganic chemicals, cell-culture media sera, sterile liquid-handling systems and scientific instruments and equipment that we sell to pharmaceutical, biotech, medical research and other customers, as well as diagnostic kits and reagents, consumable supplies and medical devices that we sell to hospitals, clinical laboratories and physicians’ offices. We also manufacture and sell state-of-the-art laboratory workstations and fume hoods and provide lab-design services for pharmaceutical and biotech customers, colleges and universities, hospitals and reference labs, and secondary schools. Our portfolio of services includes pharmaceutical packaging for Phase III and Phase IV clinical trials, contract manufacturing, custom chemical synthesis, customized laboratory procurement services and laboratory-instrument calibration and repair.

We offer both proprietary products and products that we source from more than 6,000 vendors. Our proprietary products consist of self-manufactured products, Fisher branded products and products for which we serve as the exclusive distributor. Approximately 45% of our revenues are generated from the sale of higher margin proprietary products. We generate approximately 80% of our revenues from the sale of consumable products.

We have assembled an integrated global logistics network that allows us to deliver our products and provide our services to our customers on a rapid basis worldwide. Globally, we make over 30,000 shipments each day. In the United States, we ship approximately 95% of all orders within 24 hours of order placement. We deliver our products through third party carriers and our own fleet of 85 delivery vehicles. As a result of our broad product offering and integrated global logistics network, as well as our electronic commerce capabilities, we serve as a one-stop source of products, services and global procurement solutions for our customers.

Recent Developments


	*2003 Results*

Sales for the fourth quarter of 2003 increased 18.8% to $976.5 million compared with $822.1 million in the fourth quarter of 2002. Net income in the fourth quarter of 2003 was $18.6 million, or 28 cents per diluted share, compared with $26.9 million, or 46 cents per diluted share, in the fourth quarter of 2002.

For the year ended December 31, 2003, sales totaled $3,564.4 million, a 10.1% increase from sales of $3,238.4 million in 2002. Net income in 2003 was $78.4 million, or $1.29 per diluted share, compared to $50.6 million, or 87 cents per diluted share in 2002.

Cash from operations for the year ended December 31, 2003 totaled $218.0 million, reflecting an increase in earnings and continued improvements in working-capital management. Capital expenditures increased to $80.2 million, primarily the result of increased investment in the Company’s U.S. distribution facilities and an acceleration of the spending associated with facility expansions at Perbio Science AB.


	*Acquisitions*

On February 11, 2004, we announced that we entered into definitive agreements to acquire Oxoid Group Holdings Limited (“Oxoid”) for $330 million and Dharmacon, Inc. (“Dharmacon”) for $80 million in cash. Oxoid is a United Kingdom-based manufacturer of microbiological culture media and other diagnostic products that test for bacterial contamination. Dharmacon focuses on RNA technology, including RNA interference (RNAi) and small interfering RNA (siRNA). RNAi is a tool for life-science research that increases the efficiency of the drug-discovery process.

We expect to consummate the transactions during the first quarter of 2004. The acquisitions are subject to regulatory approvals and customary terms and conditions, and there can be no assurances that the transactions will be consummated.

We expect to use the net proceeds of our recently announced offering of $300 million principal amount of our 3.25% convertible senior subordinated notes due 2024 offering to fund a portion of the cash consideration for the acquisition of Oxoid. We will finance the remainder of the purchase price for Oxoid and the purchase price for Dharmacon through a combination of available cash on hand and sales of receivables under our receivables securitization facility.


	*Segment Reporting*

During the fourth quarter of 2003, we changed our business segments to reflect the way we currently manage our business and to provide investors with increased information and clarity regarding trends in its principal markets. We operate in the following three segments:

• Scientific products and services. This segment manufactures and distributes a broad range of biochemicals, organic and inorganic chemicals, sera, cell-culture media, sterile liquid-handling systems, scientific instruments and equipment, safety products and other consumable supplies. In addition, this segment provides pharmaceutical services for clinical trials, combinatorial chemistry, custom-chemical synthesis, supply-chain management, and a number of other value-added services. In 2003, this segment generated revenues and operating income of $2,501.0 million and $230.0 million, respectively.

• Healthcare products and services. This segment manufactures and distributes a wide array of diagnostic kits and reagents, consumable supplies, equipment, instruments, and medical devices to hospitals, clinical laboratories and physicians’ offices. Additionally, this segment provides outsourced manufacturing services for diagnostic reagents, calibrators and controls to the healthcare and pharmaceutical industries. In 2003, this segment generated revenues and operating income of $877.2 million and $35.7 million, respectively.

• Lab Workstations. This segment manufactures and sells state-of-the-art laboratory workstations and fume hoods and provides lab-design services for pharmaceutical and biotech customers, colleges and universities, hospitals and reference labs, and secondary schools. In 2003, this segment generated revenues and operating income of $206.1 million and $11.1 million, respectively.

Completed Transactions

Since September 30, 2003, we have completed several financing transactions, which we refer to as the “Completed Transactions.” The Completed Transactions include the following:

• the issuance and sale of $150 million of our 8% senior subordinated notes due 2013 at a yield to maturity of 6.75%;

• the purchase of $141.6 million outstanding aggregate principal amount of our 7 1/8% senior notes due 2005;

• the redemption of $46.0 million principal amount of our outstanding 8 1/8% senior subordinated notes due 2012;

• the repayment of $157.4 million of the term loans under our senior credit facility; and

• the amendment of our senior credit facility to create a $440 million term loan C facility that refinanced the outstanding term loan facilities at a lower interest rate, and increased the revolving credit commitments from $175 million to $190 million.

In addition, we expect to issue and sell $300 million of our 3.25% convertible senior subordinated notes due 2024 on March 3, 2004, which we are offering and selling pursuant to an underwritten offering registered under the Securities Act of 1933. The Completed Transactions do not include this offering.

Corporate Information

We were founded in 1902 and became a Delaware corporation in 1991. Our principal executive offices are located at One Liberty Lane, Hampton, New Hampshire 03842, and our telephone number is (603) 926-5911. Our website is located at www.fisherscientific.com. We “incorporate by reference” into this registration statement certain information that we file with the Securities and Exchange Commission (“SEC”). See “Incorporation by Reference” in this registration statement for information regarding the documents incorporated by reference herein.

Summary of the Exchange Offer

On November 4, 2003, we completed the private offering of $150,000,000 aggregate principal amount of 8% senior subordinated notes due 2013. As part of that offering, we entered into a registration rights agreement with Deutsche Bank Securities Inc., the initial purchaser of these original notes, in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the original notes. Below is a summary of the exchange offer.


Securities Offered		Up to $150,000,000 aggregate principal amount of new 8% senior subordinated notes due 2013, which have been registered under the Securities Act. The form and terms of these exchange notes are identical in all material respects to those of the original notes. The exchange notes, however, will not contain transfer restrictions and registration rights applicable to the original notes.

The Exchange Offer		We are offering to exchange new $1,000 principal amount of our 8% senior subordinated notes due 2013 that have been registered under the Securities Act for $1,000 principal amount of our outstanding 8% senior subordinated notes due 2013.

		In order to be exchanged, an original note must be properly tendered and accepted. All original notes that are validly tendered and not withdrawn will be exchanged. As of the date of this prospectus, there are $150,000,000 principal amount of original notes outstanding. We will issue exchange notes promptly after the expiration of the exchange offer.

		The original notes were offered as additional debt securities under the indenture pursuant to which, on August 20, 2003, we issued $150 million of 8% senior subordinated notes due 2013 (the “existing notes”). The notes offered by this prospectus, the existing notes and any additional notes that may be issued under the indenture will be treated as a single class of securities for all purposes under the indenture.

Resales		Based on interpretations by the staff of the Securities and Exchange Commission (the “SEC”) as detailed in a series of no-action letters issued to third parties, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

		• you are acquiring the exchange notes in the ordinary course of your business;

		• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in a distribution of the exchange notes; and

		• you are not an affiliate of ours.

		If you are an affiliate of ours, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the exchange notes:

		(1) you cannot rely on the applicable interpretations of the staff of the SEC; and

		(2) you must comply with the registration requirements of the Securities Act in connection with any resale transaction.


		Each broker or dealer that receives exchange notes for its own account in exchange for original notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer to resell, resale, or other transfer of the exchange notes issued in the exchange offer, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes.

		Furthermore, any broker-dealer that acquired any of its original notes directly from us:

		• may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

		• must also be named as a selling holder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

Expiration Date		5:00 p.m., New York City time, on , 2004 unless we extend the expiration date.

Accrued Interest on the Exchange Notes and Original Notes		The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes. If your original notes are accepted for exchange, then you will receive interest on the exchange notes and not on the original notes. Any original notes not tendered will remain outstanding and continue to accrue interest according to their terms.

Conditions to the Exchange Offer		The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes. See “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.

Procedures for Tendering Original Notes		Except as described in the section titled “The Exchange Offer — Guaranteed Delivery Procedures,” a tendering holder must, on or prior to the expiration date:

		• transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to J.P. Morgan Trust Company, National Association at the address listed in this prospectus; or

		• if original notes are tendered in accordance with the book-entry procedures described in this prospectus, the tendering holder must transmit an agent’s message to the exchange agent at the address listed in this prospectus. See “The Exchange Offer — Procedures for Tendering.”


Special Procedures for Beneficial Holders		If you are the beneficial holder of original notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange offer, you should promptly contact the person in whose name your original notes are registered and instruct that person to tender on your behalf. See “The Exchange Offer — Procedures for Tendering.”

Guaranteed Delivery Procedures		If you wish to tender your original notes and you cannot deliver your original notes, the letter of transmittal or any other required documents to the exchange agent before the expiration date, you may tender your original notes by following the guaranteed delivery procedures under the heading “The Exchange Offer — Guaranteed Delivery Procedures.”

Withdrawal Rights		Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

Acceptance of Original Notes and Delivery of Exchange Notes		Subject to the conditions stated in the section “The Exchange Offer — Conditions to the Exchange Offer” of this prospectus, we will accept for exchange any and all original notes which are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date. The exchange notes will be delivered promptly after the expiration date. See “The Exchange Offer — Terms of the Exchange Offer.”

Material U.S. Federal Income Tax Consequences		Your exchange of original notes for exchange notes to be issued in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Material U.S. Federal Income Tax Consequences.”

Regulatory Requirements		Following the effectiveness of the registration statement covering the exchange offer with the Securities and Exchange Commission, no other material federal regulatory requirement must be complied with in connection with this exchange offer. The notes are being registered in Pennsylvania, and we are informed by the state examiner that such registration is effective pending effectiveness of registration with the Securities and Exchange Commission.

Exchange Agent		J.P. Morgan Trust Company, National Association is serving as the exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed under the heading “The Exchange Offer — Exchange Agent.”

Use of Proceeds		We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We will pay all expenses incident to the exchange offer.

Summary of Terms of the Notes

The form and terms of the exchange notes and the original notes are substantially identical, except that the transfer restrictions and registration rights applicable to the original notes do not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be governed by the same indenture. When we refer to the terms of “note” or “notes” in this prospectus, we are referring to the original notes and the exchange notes.


Exchange Notes Offered		$150,000,000 aggregate principal amount of 8% senior subordinated notes due 2013.

Maturity Date		September 1, 2013.

Interest Payment Dates		Interest on the notes accrues at the rate of 8% per annum and is payable semiannually in cash on each March 1 and September 1, commencing on March 1, 2004, to the Persons who are registered holders of the notes at the close of business on February 15 and August 15 immediately preceding the applicable interest payment date. Interest on the notes accrues from the most recent date to which interest has been paid.

Optional Redemption		We will be able to redeem the notes at our option, in whole or in part on a pro rata basis at any time and from time to time, on and after September 1, 2008 at specified redemption prices. At any time prior to September 1, 2008, we may redeem the notes at a redemption price of 100% of their principal amount plus a specified make-whole premium. Also, on or prior to September 1, 2006, at our option, we may redeem in the aggregate up to $120,000,000 of the $300,000,000 of the notes outstanding at a redemption price equal to 108% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of redemption, with the proceeds of one or more equity offerings.

Ranking		The notes will be unsecured senior subordinated obligations and will be subordinated in right of payment to all our existing and future senior debt. The notes will rank equally in right of payment with our other senior subordinated debt, including the $311.6 million principal amount of our 8 1/8% senior subordinated notes due 2012. The notes will be effectively subordinated to any current or future secured indebtedness outstanding.

		As of September 30, 2003, as adjusted to give effect to the Completed Transactions, we had outstanding:

		• approximately $1,400.9 million of total debt,

		• approximately $778.0 million of senior debt outstanding,

		• approximately $622.9 million of senior subordinated debt, and

		• we had the ability to borrow an additional aggregate amount of $389.2 million under our existing accounts receivable securitization facility and revolving credit facility.

		These amounts do not include $300 million of 3.25% convertible senior subordinated notes due 2024, which we expect to issue on March 3, 2004. These notes, when issued, will rank pari passu with the notes.


Change of Control		If a change of control triggering event occurs, each holder of the notes will have the right to require us to purchase such holder’s notes at a purchase price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest, if any, to the date of purchase.

		On and after September 1, 2008, we may exercise our optional redemption right to redeem all or a portion of the notes, at specified redemption prices, even if a change of control has occurred. After September 1, 2011, this redemption price will be lower than the price we have to pay if holders require us to purchase the notes upon the occurrence of a change of control.

		If a change of control triggering event occurs, prior to repurchasing the notes, we must first either repay our credit facility or get a waiver or consent from the lenders under our credit facility to repurchase the notes from the note holders.

Certain Indenture Provisions		The indenture restricts our ability and the ability of our restricted subsidiaries to, among other things:

		• incur additional indebtedness;

		• pay dividends or make other distributions in respect of its capital stock;

		• repurchase equity interests or subordinated indebtedness;

		• create certain liens;

		• enter into certain transactions with affiliates;

		• consummate certain asset sales; and

		• merge or consolidate.

		If we or any of our restricted subsidiaries are not in compliance with certain of the indenture’s financial covenants, our ability to consummate our acquisition and investment strategy will be impaired and will require prior approval or waiver by the holders of notes.

		These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the notes” in this prospectus.

Events of Default		The indenture pursuant to which the notes were issued sets forth certain events the occurrence of which constitutes an event of default. An event of default occurs if, among other things, Fisher:

		• fails to pay interest when due for 30 days,

		• fails to pay principal when due,

		• defaults in the performance of a covenant regarding the merger or sale of substantially all assets of Fisher,

		• defaults in the observance or performance of other covenants for 30 days after written notice from the trustee or holders representing 25% or more of the outstanding principal amount of the notes,


		• fails to pay or has accelerated certain other indebtedness aggregating $25 million or more,

		• is subject to one or more unpaid judgments aggregating $25 million or more, or

		• or one of its subsidiaries, files for or is otherwise subject to a declaration of bankruptcy.

		Upon the happening of any event of default, the trustee or the holders of at least 25% in principal amount of outstanding notes may declare the principal of and accrued interest on all the notes to be due and payable by notice in writing to Fisher and the trustee specifying the respective event of default and that it is a “notice of acceleration,” and the notes shall become immediately due and payable. If an event of default with respect to bankruptcy proceedings of Fisher occurs and is continuing, all notes will become immediately due and payable without any declaration or other act on the part of the trustee or any holder of notes.

Legal Defeasance and Covenant Defeasance		See “Description of the notes — Legal defeasance and covenant defeasance.”

Risk Factors

See “Risk factors” beginning on page 13 for a discussion of certain risks you should carefully consider in evaluating the exchange offer and an investment in the exchange notes.

SUMMARY HISTORICAL FINANCIAL DATA

The following tables summarize our financial data. You should read these tables along with our financial statements and related notes that are incorporated by reference in this prospectus.



											Nine Months Ended
		Year Ended December 31,									September 30,

		2002			2001			2000			2003			2002


		(Dollars and shares in millions, except per share data)
Statement of Operations Data:
Sales		$	3,238.4		$	2,880.0		$	2,622.3		$	2,587.9		$	2,416.3
Cost of sales			2,383.3			2,142.8			1,974.0			1,902.6			1,779.6

Gross profit			855.1			737.2			648.3			685.3			636.7
Selling, general and administrative expense			612.2			546.4			494.0			489.4			455.2
Restructuring and other charges (credits)(1)			(2.2	)		59.7			(2.0	)		—			(1.5	)

Income from operations			245.1			131.1			156.3			195.9			183.0
Interest expense			91.3			99.5			99.1			62.3			69.2
Other expense, net(2)			12.3			1.3			19.4			59.2			11.9

Income before income taxes and cumulative effect of accounting change			141.5			30.3			37.8			74.4			101.9
Income tax provision			44.8			13.9			15.1			14.6			32.1

Income before cumulative effect of accounting change			96.7			16.4			22.7			59.8			69.8
Cumulative effect of accounting change, net of tax(3)			(46.1	)		—			—			—			(46.1	)

Net income(4)		$	50.6		$	16.4		$	22.7		$	59.8		$	23.7

Basic income per common share before cumulative effect of accounting change		$	1.77		$	0.33		$	0.57		$	1.09		$	1.28
Cumulative effect of accounting change, net of tax			(0.84	)		—			—			—			(0.84	)

Basic net income per common share		$	0.93		$	0.33		$	0.57		$	1.09		$	0.44

Diluted income per common share before cumulative effect of accounting change		$	1.67		$	0.31		$	0.51		$	1.02		$	1.21
Cumulative effect of accounting change, net of tax			(0.80	)		—			—			—			(0.80	)

Diluted net income per common share		$	0.87		$	0.31		$	0.51		$	1.02		$	0.41

Weighted average common shares outstanding:
Basic			54.5			49.4			40.1			54.9			54.4

Diluted			57.9			53.0			44.4			58.5			57.8

Other Financial Data:
Ratio of earnings to fixed charge(s)			2.5	x		1.4	x		1.4	x		2.1	x		2.4	x
Cash flows provided by (used in):
	Operating activities	$	159.3		$	158.6		$	107.2		$	155.6		$	124.2
	Investing activities		(105.4	)		(419.6	)		(57.1	)		(713.3	)		(35.2	)
	Financing activities		(94.6	)		270.0			(32.8	)		781.4			(88.9	)



	As of December 31,				As of September 30,

	2002		2001		2003		2002


	(Dollars in millions)
Balance Sheet Data (at end of period):
Working capital	$	186.1	$	120.1	$	525.7	$	205.0
Total assets		1,871.4		1,839.2		2,959.0		1,847.8
Long-term liabilities		1,154.6		1,178.2		1,818.8		1,135.4
Stockholders’ equity		133.5		23.3		500.6		97.6

(1) During 2002, we recorded an aggregate net restructuring credit of $2.2 million for the reversal of certain costs accrued in the 2001 Restructuring Plan of which $1.5 million was recorded in the second quarter of 2002. The restructuring credits are primarily related to a reduction in estimated severance costs due to the benefit of attrition. During the first quarter of 2001, we adopted and commenced implementation of a streamlining plan aimed at improving our operations, largely through office, warehouse and manufacturing facility consolidations and the discontinuance of certain product lines. In connection with this plan, we recorded a restructuring charge of $18.1 million in the first quarter of 2001. During the fourth quarter of 2001, we commenced implementation of a plan focused on further integration of the international operations and recent acquisitions and the continued streamlining of the domestic operations, including the consolidation of certain distribution centers. As a result of these actions, we recorded a restructuring charge of $8.9 million. During the fourth quarter of 2001, we also reversed $0.8 million of accruals from restructuring charges recorded in years prior to 2001 due to actual costs being lower than originally estimated. In addition, in March 2001, we accelerated the vesting of options to purchase approximately 2.3 million shares of common stock having an average exercise price of $20.85 per share. These options were then converted into the right to receive approximately 1.0 million shares of common stock, which were issued and deposited into a “rabbi trust.” As a result of these transactions, we recorded a primarily non-cash compensation charge of $33.5 million during the first quarter of 2001. In 2000, we recorded a restructuring credit of $2.0 million, consisting of $0.7 million related to revisions in estimated separation costs and $1.3 million related to revised estimates in total costs for restructuring charges prior to 2000.

(2) Other expense, net, in 2002 includes an $11.2 million charge associated with the repayment of our bank term debt, and in 2000 includes a $23.6 million charge for the write down of certain internet-related investments. In addition, for the nine months ended September 30, 2003, other expense, net, includes a charges of $27.3 million for call premiums and $19.0 million of deferred financing charges, and $15.7 million of costs associated with hedging foreign currency exposures related to the acquisition of Perbio, partially offset by $1.4 million of dividend income from an investment in preferred stock.

(3) During the second quarter of 2002, we completed our transitional assessment in accordance with Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) to determine if goodwill was impaired as of January 1, 2002. As a result, we recorded a non-cash charge of $63.8 million ($46.1 million, net of tax), reflecting the cumulative effect of the accounting change to adjust goodwill to fair value.

(4) In accordance with SFAS 142, we discontinued the amortization of goodwill effective January 1, 2002. The following is a reconciliation of net income (loss), as reported, to net income (loss) and net income (loss) per common share for the periods presented, excluding goodwill amortization, net of tax:



								Nine Months
								Ended
		Year Ended December 31,						September 30,

		2002		2001		2000		2003		2002


		(Dollars in millions, except per share data)
Net income (loss), as reported		$	50.6	$	16.4	$	22.7	$	59.8	$	23.7
Goodwill amortization, net of tax			—		14.4		11.1		—		—

Net income (loss), excluding goodwill amortization		$	50.6	$	30.8	$	33.8	$	59.8	$	23.7

Net income (loss per common share, excluding goodwill amortization
	Basic	$	0.93	$	0.62	$	0.84	$	1.09	$	0.44
	Diluted	$	0.87	$	0.58	$	0.76	$	1.02	$	0.41

(5) For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income before provision for income taxes and before adjustment for losses from equity investments plus fixed charges. Fixed charges consist of interest charges, amortization of debt expense and discount or premium related to indebtedness, whether expensed or capitalized, and that portion of rental expense we believe to be representative of interest.

You should carefully consider the following risk factors in addition to the other information in this prospectus in evaluating the exchange offer and an investment in the exchange notes.

If you do not exchange your original notes for exchange notes pursuant to the exchange offer, the original notes you hold will continue to be subject to the existing transfer restrictions. The original notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. We do not anticipate that we will register original notes under the Securities Act. After the exchange offer is consummated, the trading market for the remaining untendered original notes may be small and inactive. Consequently, you may find it difficult to sell any original notes you continue to hold because there will be fewer original notes of such series outstanding.

We will only issue exchange notes in exchange for original notes that are timely and properly tendered. Therefore, you should allow sufficient time to ensure timely delivery of the original notes and you should carefully follow the instructions on how to tender your original notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the original notes.

The notes will be unsecured and subordinated in right of payment to all of our current and future senior debt. Because the notes will be subordinated to our senior debt, if we experience:


	•	a bankruptcy, liquidation or reorganization,

	•	an acceleration of the maturity of the notes due to an event of default under the indenture, or

	•	other specified events,

we will be permitted to make payments on the notes only after we have satisfied all of our senior debt obligations. Therefore, we may not have sufficient assets remaining to pay amounts due on any or all of the notes. In addition, the notes will also be effectively subordinated to all of our secured indebtedness to the extent of the value of the assets securing such indebtedness, and to all existing and future obligations and liabilities of our subsidiaries (including that portion of our credit facility for which our material subsidiaries are obligors). Our obligations and those of the subsidiary borrowers, if any, under our credit facility are secured by substantially all of our assets and all of the assets of our material domestic subsidiaries, a pledge of the stock of each such subsidiary, and a pledge of 65% of the stock of our material foreign subsidiaries which are our direct subsidiaries or direct subsidiaries of one of our material domestic subsidiaries. Our obligations and those of the subsidiary borrowers, if any, are further guaranteed by us and each of our material domestic subsidiaries. In addition, our right to receive assets of any subsidiaries upon their liquidation or reorganization, and the rights of holders of the notes to share in those assets, would be subordinated to the claims of the creditors of those subsidiaries.

As of September 30, 2003, as adjusted to give effect to the Completed Transactions, we had outstanding:


	•	approximately $778.0 million of senior debt outstanding, and

	•	approximately $622.9 million of senior subordinated debt.

As of September 30, 2003, as adjusted to give effect to the Completed Transactions, we had the ability to borrow an additional aggregate amount of $389.2 million under our existing accounts receivable securitization facility and revolving credit facility. These amounts do not include $300 million of 3.25% convertible senior subordinated notes due 2024, which we expect to issue on March 3, 2004. These notes, when issued, will rank pari passu with the notes.

If a default under the indenture relating to the notes or our credit facility should occur, the lenders under the credit facility could elect to declare all or part of the amounts borrowed (and all accrued interest and fees and other obligations) pursuant thereto to be immediately due and payable. Such a declaration could cause, or result in, all amounts borrowed under other instruments, including the indenture relating to the notes, that contain cross-acceleration or cross-default provisions to also be, or be declared, immediately due and payable. In the event of such declaration, we would have to repay all of our senior debt, including our obligations under our credit facility, before making any payment on the notes. In addition, the lenders under our credit facility could proceed against the collateral securing that indebtedness (which includes our material assets and the stock of our subsidiaries), and any proceeds received upon a realization of the collateral would be applied first to amounts due under the credit facility before any proceeds would be available to make payments on the notes.

We conduct all of our operations through various direct and indirect subsidiaries. We are dependent on our ability to receive cash from our subsidiaries to meet our debt service and other obligations, including obligations under the notes. Our subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes. Our rights, and the rights of our creditors, including holders of the notes, to participate in the distribution of the assets of any subsidiary upon that subsidiary’s liquidation or reorganization will be subject to the prior claims of that subsidiary’s creditors, including trade creditors. Accordingly, the notes will be effectively subordinated to the liabilities of these subsidiaries.

Upon the occurrence of a change of control, we may be required to offer to repurchase all outstanding notes. We may not have sufficient funds or may be unable to arrange for additional financing to pay the repurchase price. If a change of control were to occur, our ability to repurchase the notes with cash will depend on the availability of sufficient funds and compliance with the terms of any debt ranking senior to the notes. In addition, the terms of our credit facility require us to obtain the consent of our lenders before repurchasing notes following any change of control. Our failure to repurchase tendered notes upon a change in control would constitute an event of default under the indenture, which could result in the acceleration of the maturity of the notes and all of our other outstanding debt. As a result, the subordination provisions of the indenture would, absent a waiver from the lenders of our senior debt, prohibit any repurchase of the notes until we pay the senior debt in full. We note that under the indenture, we are allowed to enter into transactions that could increase our leverage without constituting a “change of control” requiring us to offer to repurchase the notes.

As of September 30, 2003, as adjusted to give effect to the Completed Transactions, we had outstanding approximately $1,400.9 million of total debt, approximately $778.0 million of senior debt outstanding, and approximately $622.9 million of senior subordinated debt. As of September 30, 2003, as adjusted to give effect to the Completed Transactions, we had the ability to borrow an additional aggregate amount of $389.2 million under our existing accounts receivable securitization facility and revolving credit facility; further borrowing

Our substantial indebtedness could have important consequences to you. Our high leverage could negatively affect our operations in a number of ways, including:


	•	we may be unable to obtain additional financing for our operations or for acquisitions or expansions;

	•	we must dedicate a significant part of our cash flow from operations to payments on our debt, thereby reducing funds available for other corporate purposes; and

	•	the level of our debt could limit our flexibility in responding to downturns in our business.

In addition, we will be required to repay the indebtedness under our various debt agreements as that indebtedness matures. We may not have sufficient funds or we may be unable to arrange for additional financing to pay these amounts when they become due.

Our debt agreements contain a number of covenants that significantly restrict our operations, our ability to issue additional debt and our ability to pay dividends. Under our credit facility we are also required to comply with specific financial ratios and tests, including maximum leverage ratios and minimum EBITDA to cash interest expense ratios. We may not be able to comply in the future with these covenants or restrictions as a result of events beyond our control, such as prevailing economic, financial and industry conditions. If we default in the performance of the covenants in our debt agreements, our lenders could declare all the principal and interest amounts outstanding due and payable and terminate their commitments to extend credit to us in the future. If we are unable to secure credit in the future, we may be unable to pursue business opportunities or strategic investments that we need to undertake.

In addition, if we or certain of our subsidiaries are not in compliance with certain of the financial covenants in the indenture governing our 8% senior subordinated notes due 2013, the indenture governing our 8 1/8% senior subordinated notes due 2012 or the indenture governing our 7 1/8% senior notes due 2005, our ability to consummate our acquisition and investment strategy will be impaired and will require prior approval or waiver by the holders of those notes.

A significant number of our customers include entities active in scientific or technological research in the life science, clinical laboratory and industrial safety supply markets in the United States and internationally. Research and development budgets and activities have a large effect on the demand for our products and services. Our customers determine their research and development budgets based on several factors, including the need to develop new products, competition and the general availability of resources. In addition, as we continue to expand our international operations, the research and development spending levels in other global markets will become increasingly important to us. We expect continued increase in scientific and technology-related research and development spending in the United States and worldwide, although we cannot give any assurances, and such spending may decrease or become subject to cyclical swings.

Acquisitions are an important part of our growth strategy. Since 1991, we have acquired 34 businesses and we routinely review additional potential acquisition opportunities, including our acquisition of Perbio.


	•	our management’s attention has been diverted to the integration of the operations of the acquired businesses;

	•	we have had difficulties in integrating the operations and systems of the acquired businesses and in realizing the potential operating synergies; and

	•	we have had difficulty in assimilating and retaining personnel and customers of the acquired companies.

In addition, we compete with other companies to acquire suitable targets, and in the past have not been able to acquire certain targets that we sought. Also, certain of the businesses we acquired have not generated the cash flow and earnings, or yielded other benefits, that we anticipated at the time of their acquisition. Furthermore, we have at times encountered substantial unanticipated costs or other problems associated with the acquired businesses. For example, we generally need to ensure that all quality standards and internal control procedures are quickly implemented at the acquired businesses. If we are unable to successfully complete and integrate strategic acquisitions in a timely manner, the acquisition may adversely affect our profitability.

We have signed agreements to acquire Oxoid and Dharmacon. We believe that we will be able to realize important strategic and commercial benefits by combining each of these businesses with our existing business. However, each acquisition presents us with challenges that may impede our ability to realize these benefits or may adversely affect our profitability. In addition to the specific challenges of each acquisition, we face the general challenges inherent in acquiring new businesses, including the potential diversion of management’s attention away from our core operations and the difficulties in integrating the operations, systems, employees and customers of acquired businesses. We may also encounter substantial unanticipated costs, liabilities or other problems once we begin integrating these businesses into our own. If these difficulties arise, they could have an adverse effect on our results of operations or financial condition.

We ship a significant portion of our products to our customers through independent package delivery companies, such as UPS. We also maintain a small fleet of transportation vehicles dedicated to the delivery of our products. In 2003, we shipped approximately 66% of our products in the United States via UPS. We also ship our products through other carriers, including national and regional trucking firms, overnight carrier services and the U.S. Postal Service. If UPS or another third party package delivery provider experiences a major work stoppage, as UPS did in 1997, such that either our products would not be delivered in a timely fashion or we would incur additional shipping costs which we could not pass on to our customers, our costs may increase and our relationships with certain of our customers may be strained. In addition, if UPS or our other third party package delivery providers increase prices and we are not able to find comparable alternatives or make adjustments to our delivery network, our profitability would be harmed.

A number of our domestic and international operations involve and have involved the handling, manufacture or use or sale of substances that are or could be classified as toxic or hazardous substances. Some risk of environmental damage is inherent in our operations and the products we manufacture, sell or distribute. We have been named as a potentially responsible party for environmental contamination associated with various sites. We are currently implementing remedial measures at some of our facilities, including two of our

We depend heavily on the services of our senior management, including Paul M. Montrone, our chairman of the board and chief executive officer, and Paul M. Meister, our vice chairman of the board, both of whom are important to the implementation of our acquisition strategy and cost-control efforts. We believe that our future success will depend upon the continued services of our senior management. Our business may be harmed by the loss of any member of our senior management, including Mr. Montrone or Mr. Meister. We do not maintain key-man life insurance with respect to Mr. Montrone or Mr. Meister.

We conduct international operations through a variety of wholly owned subsidiaries, majority-owned subsidiaries, joint ventures, equity investments and agents located in North and South America, Europe, the Far East, the Middle East and Africa. A significant portion of the revenues of our international operations are generated in Europe. We are also exploring the possibility of expansion into other international markets. Expansion of these activities could increase the risks associated with our international operations. We derived approximately 18% of our total revenue from sales to customers located outside the United States in 2002 and approximately 17% in 2001. We anticipate that revenue from international operations will continue to represent a growing portion of our revenues. In addition, many of our manufacturing facilities, employees and suppliers are located outside the United States, including areas in Europe that are undergoing slow, if any, economic growth. In the past our sales and earnings have been harmed by a variety of factors resulting from our international operations, including:


	•	changes in the political or economic conditions in a country or region, particularly in developing or emerging markets;

	•	longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions;

	•	trade protection measures and import or export licensing requirements;

	•	differing tax laws and changes in those laws;

	•	difficulty in staffing and managing widespread operations;

	•	differing labor laws and changes in those laws;

	•	differing protection of intellectual property and changes in that protection; and

	•	differing regulatory requirements and changes in those requirements.

Approximately 18% of our revenues and expenses for 2002 were denominated in currencies other than the U.S. dollar. We own properties and conduct operations in Australia, Belgium, Canada, China, France, Germany, Hong Kong, Japan, Malaysia, Mexico, the Netherlands, New Zealand, Singapore, Sweden, Switzerland and the United Kingdom. In 2002, fluctuations in the exchange rates between the U.S. dollar and other currencies reduced our net sales by approximately $17.0 million. Future fluctuations in exchange rates relative to the U.S. dollar could continue to adversely affect our revenues.

Some of our operations are subject to regulation by the U.S. Food and Drug Administration and similar international agencies. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, promotion, sales and distribution. If we fail to comply with the Food and Drug Administration’s regulations or those of similar international agencies, we may have to recall products and cease their manufacture and distribution, which would increase our costs and reduce our revenues.

In recent years, the healthcare industry has undergone significant changes in an effort to reduce costs. These changes include:


	•	the development of large and sophisticated purchasing groups of pharmaceuticals and medical and surgical supplies;

	•	wider implementation of managed care;

	•	legislative healthcare reform;

	•	consolidation of pharmaceutical and medical and surgical supply distributors; and

	•	cuts in Medicare spending.

We expect the healthcare industry to continue to change significantly in the future. Some of these potential changes, such as a reduction in governmental support of healthcare services or adverse changes in legislation or regulations governing the delivery or pricing of healthcare services or mandated benefits, may cause healthcare industry participants to purchase fewer of our products and services or to reduce the price that they are willing to pay for our products or services.

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. All statements other than statements of historical facts included in this prospectus may constitute forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, there can be no assurances that the assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions including, among other things:


	•	our outstanding indebtedness and leverage, and the restrictions imposed by our indebtedness;

	•	the effects of domestic and international economic and business conditions on our businesses;

	•	the high degree of competition of certain of our businesses, and the potential for new competitors to enter into these businesses;

	•	our ability to complete the recently-announced acquisitions of Oxoid Group Holdings Limited and Dharmacon, Inc. and to realize the expected strategic and commercial benefits by combining their businesses with our existing business;

	•	the extent to which we undertake new acquisitions or enter into strategic joint ventures or partnerships, and the terms of any such acquisition or strategic joint venture or partnership;

	•	future modifications to existing laws and regulations affecting the environment or the enforcement thereof;

	•	discovery of unknown contingent liabilities, including environmental contamination at our facilities and liability with respect to products we distribute and manufacture;

	•	fluctuations in interest rates and in foreign currency exchange rates;

	•	availability, or increases in the cost, of raw materials and other inputs used to make our products;

	•	the loss of major customers or suppliers, including any provider of shipping services; and

	•	our ability to generate free cash flow or to obtain sufficient resources to finance working capital and capital expenditure needs.

Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating results or financial performance identify forward-looking statements. All forward-looking statements reflect our present expectations of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The factors listed in the “Risk Factors” section of this prospectus, as well as any cautionary language in this prospectus, provide examples of these risks and uncertainties.

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. We are under no obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. You should review any additional disclosures we make in our Forms 10-K, 10-Q and 8-K filed with the SEC.

We will not receive any proceeds from the exchange offer. In consideration for issuing the exchange notes, we will receive in exchange the original notes of like principal amount, the terms of which are substantially identical to the exchange notes. The original notes surrendered in exchange for exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not

On November 4, 2003, we issued and sold the original notes. We used the net proceeds from that offering of approximately $160.9 million to repay substantially all of our outstanding 7 1/8% notes due 2005 and certain term loans under our senior credit facility and for general corporate purposes.

The table below sets forth the ratio of earnings to fixed charges of Fisher and its consolidated subsidiaries on a historical basis for each of the periods indicated:


*	Due to our pre-tax loss in 1998, the coverage ratio was less than 1:1. We needed to generate additional earnings of $60.3 million in 1998 to achieve a coverage ratio of 1:1.

For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income (loss) before provision for income taxes and before adjustment for losses from equity investments plus fixed charges. Fixed charges consist of interest charges, amortization of debt expense and discount or premium related to indebtedness, whether expensed or capitalized, and that portion of rental expense we believe to be representative of interest.

When we sold the original notes on November 4, 2003 (the “Closing Date”), we entered into a registration rights agreement with Deutsche Bank Securities Inc. Under the registration rights agreement, we agreed to file a registration statement regarding the exchange of the original notes for exchange notes which are registered under the Securities Act. We also agreed to use our best efforts to cause the registration statement to become effective with the SEC and to conduct this exchange offer after the registration statement is declared effective. The registration rights agreement provides that we will be required to pay liquidated damages to the holders of the original notes if:


	•	the registration statement is not filed by March 3, 2004;

	•	the registration statement is not declared effective within 240 days of the Closing Date; or

	•	the exchange offer has not been consummated within 270 days of the Closing Date.

Since we have already satisfied the first condition, we will have to pay liquidated damages in an amount equal to $0.192 per week per $1,000 amount of notes if either of the other two conditions is not satisfied. We will pay liquidated damages until the applicable registration statement is filed or declared effective or the exchange offer is consummated, as the case may be. All accrued liquidated damages will be paid to note holders in the same manner as interest payment on the notes.

A copy of the registration rights agreement is filed as an exhibit to this registration statement.

Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept for exchange original notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on , 2004. However, if we, in our sole discretion, have extended the period of time for which the exchange offer is open, the term “expiration date” means the latest time and date to which we extend the exchange offer.

As of the date of this prospectus, $150,000,000 aggregate principal amount of the original notes is outstanding. The original notes were offered under an indenture dated August 20, 2003. This prospectus, together with the letter of transmittal, is first being sent on or about , 2004 to all holders of original notes known to us. Our obligation to accept original notes for exchange in the exchange offer is subject to the conditions described below under “Conditions to the Exchange Offer.”

We reserve the right to extend the period of time during which the exchange offer is open. We would then delay acceptance for exchange of any original notes by giving oral or written notice of an extension to the holders of original notes as described below. During any extension period, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any original notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer.

Original notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple of $1,000.

We reserve the right to amend or terminate the exchange offer, and not to accept for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under “Conditions to the exchange offer.” We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the original notes as promptly as practicable. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes, file a post-effective amendment to the prospectus and provide notice to the noteholders. If the change is made less than five business days before the expiration of the exchange offer, we will extend the offer so that

Our acceptance of the tender of original notes by a tendering holder will form a binding agreement upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal.

The exchange notes will accrue interest at the rate of 8% per annum from the last interest payment date on which interest was paid on the original note surrendered in exchange therefor or, if no interest has been paid on such original note, from the issue date of such original note, provided, that if an original note is surrendered for exchange on or after a record date for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid, interest on the exchange note received in exchange therefor will accrue from the date of such interest payment date. Interest on the exchange notes is payable on March 1 and September 1 of each year, commencing March 1, 2004. No additional interest will be paid on original notes tendered and accepted for exchange.

Any original notes not tendered will remain outstanding and continue to accrue interest according to their terms.

Except as described below, a tendering holder must, on or prior to the expiration date:


	•	transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to J.P. Morgan Trust Company, National Association at the address listed below under the heading “Exchange agent;” or

	•	if original notes are tendered in accordance with the book-entry procedures listed below, the tendering holder must transmit an agent’s message to the exchange agent at the address listed below under the heading “Exchange agent.”


	•	the exchange agent must receive, on or before the expiration date, certificates for the original notes; or

	•	a timely confirmation of book-entry transfer of the original notes into the exchange agent’s account at the Depository Trust Company, the book-entry transfer facility, along with the letter of transmittal or an agent’s message; or

	•	the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.

The method of delivery of original notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or original notes to us.

If you are a beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the original notes surrendered for exchange are tendered:


	•	by a registered holder of the original notes that has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

	•	for the account of an “eligible institution.”

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is a financial institution, including most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.

We will determine in our sole discretion all questions as to the validity, form and eligibility of original notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding.

We reserve the right to reject any particular original note not properly tendered, or any acceptance that might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any conditions of the exchange offer as applicable to all original notes prior to the expiration date. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular original note prior to the expiration date. Our interpretation of the terms and conditions of the exchange offer as to any particular original note either before or after the expiration date, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a reasonable period of time. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of original notes. Nor will we, the exchange agent or any other person incur any liability for failing to give notification of any defect or irregularity.

If the letter of transmittal is signed by a person other than the registered holder of original notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The original notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the original notes must be signed exactly as the name of any registered holder appears on the original notes.

If the letter of transmittal or any original notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.


	•	the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder, and

	•	neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes.

In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes.

If any holder or other person is an “affiliate” of ours, as defined under Rule 405 of the Securities Act, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the exchange notes, that holder or other person can not rely on the applicable interpretations of

Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. However, a broker-dealer may be a statutory underwriter. See “Plan of distribution.”

We will accept, promptly after the expiration date, all original notes properly tendered, unless we terminate the exchange offer because of the non-satisfaction of conditions. We will issue the exchange notes promptly after acceptance of the original notes. See “Conditions to the exchange offer” below. For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

For each original note accepted for exchange, the holder of the original note will receive an exchange note having a principal amount equal to that of the surrendered original note. The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid. Original notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of original notes whose original notes are accepted for exchange will not receive any payment for accrued interest on the original notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the original notes.

In all cases, issuance of exchange notes for original notes will be made only after timely receipt by the exchange agent of:


	•	certificates for the original notes, or a timely book-entry confirmation of the original notes into the exchange agent’s account at the book-entry transfer facility;

	•	a properly completed and duly executed letter of transmittal; and

	•	all other required documents.

Unaccepted or non-exchanged original notes will be returned without expense to the tendering holder of the original notes. In the case of original notes tendered by book-entry transfer in accordance with the book-entry procedures described below, the non-exchanged original notes will be returned or recredited promptly.

The exchange agent will make a request to establish an account for the original notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of original notes by causing DTC to transfer those original notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. This participant should transmit its acceptance to DTC on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered original notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from this participant that this participant has received and agrees to be bound by the letter of transmittal and that


	•	be transmitted to and received by the exchange agent at the address listed below under “— Exchange agent” on or prior to the expiration date; or

	•	comply with the guaranteed delivery procedures described below.

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility Automated Tender Offer Program, or ATOP, procedures to tender original notes. Any participant in the book-entry transfer facility may make book-entry delivery of original notes by causing the book-entry transfer facility to transfer such original notes into the exchange agent’s account in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the original notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of original notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from a participant tendering original notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant.

If a registered holder of original notes desires to tender the original notes, and the original notes are not immediately available, or time will not permit the holder’s original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if:


	•	the tender is made through an eligible institution;

	•	prior to the expiration date, the exchange agent received from an eligible institution a properly completed and duly executed letter of transmittal, or a facsimile of the letter of transmittal, and notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery,


	(1) stating the name and address of the holder of original notes and the amount of original notes tendered;

	(2) stating that the tender is being made; and

	(3) guaranteeing that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and


	•	the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated below under “Exchange agent” before 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:


	•	specify the name of the person, referred to as the depositor, having tendered the original notes to be withdrawn;

	•	identify the original notes to be withdrawn, including the certificate number or numbers and principal amount of the original notes;

	•	in the case of original notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the original notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn original notes and otherwise comply with the procedures of such facility;

	•	contain a statement that the holder is withdrawing his election to have the original notes exchanged;

	•	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of the original notes in the name of the person withdrawing the tender; and

	•	specify the name in which the original notes are registered, if different from that of the depositor.

If certificates for original notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of these certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution unless this holder is an eligible institution. We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange. No exchange notes will be issued unless the original notes so withdrawn are validly re-tendered. Any original notes that have been tendered for exchange, but which are not exchanged for any reason, will be returned to the tendering holder without cost to the holder. In the case of original notes tendered by book-entry transfer, the original notes will be credited to an account maintained with the book-entry transfer facility for the original notes. Properly withdrawn original notes may be re-tendered by following the procedures described under “Procedures for tendering” above at any time on or before 5:00 p.m., New York City time, on the expiration date.

Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes, and may terminate or amend the exchange offer, if at any time prior to the expiration date any of the following events occurs:


	•	there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:


	(1) seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of this transaction;

	(2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the original notes in the exchange offer; or


	(3) any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign; or


	•	any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that in our reasonable judgment might directly or indirectly result in any of the consequences referred to in clause (1), (2) or (3) above or, in our reasonable judgment, might result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the exchange offer; or

	•	the following has occurred:


	(1) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or

	(2) any limitation by a governmental authority which may adversely affect our ability to complete the transactions contemplated by the exchange offer; or

	(3) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or

	(4) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or


	•	any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the original notes or the exchange notes; which in our reasonable judgment in any case makes it inadvisable to proceed with the exchange offer and about which change or development we make a public announcement.

All conditions will be deemed satisfied or waived prior to the expiration date, unless we assert them prior to the expiration date. The foregoing conditions to the exchange offer are for our sole benefit and we may prior to the expiration date assert them regardless of the circumstances giving rise to any of these conditions, or we may prior to the expiration date waive them in whole or in part in our reasonable discretion. If we do so, the exchange offer will remain open for at least 5 business days following any waiver of the preceding conditions. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right.

In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any original notes, if at this time any stop order is threatened or in effect relating to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939 as amended. We are required to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment.

We have appointed J.P. Morgan Trust Company, National Association as the exchange agent for the exchange offer. You should direct all executed letters of transmittal to the exchange agent at the address indicated below. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

All other questions should be addressed to Fisher Scientific International Inc., One Liberty Lane, Hampton, N.H. 03842, Attention: Todd M. DuChene. If you deliver the letter of transmittal to an address other than any address indicated above or transmit instructions via facsimile other than any facsimile number indicated, then your delivery or transmission will not constitute a valid delivery of the letter of transmittal.

We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us. We estimate these expenses in the aggregate to be approximately $120,000.

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the exchange notes in accordance with accounting principles generally accepted in the United States of America.

Holders who tender their original notes for exchange will not be obligated to pay any related transfer taxes, except that holders who instruct us to register exchange notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, will be responsible for the payment of any applicable transfer taxes.

Holders of original notes that do not exchange their original notes for exchange notes in the exchange offer will continue to be subject to the provisions in the indenture regarding transfer and exchange of the original notes and the restrictions on transfer of the original notes as described in the legend on the original notes as a consequence of the issuance of the original notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the original notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Original note holders that do not exchange original notes for exchange notes in the exchange offer will no longer have any registration rights with respect to such notes.

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes would generally be freely transferable by holders after the exchange offer without further registration under the Securities Act, subject to certain representations required to be made by each holder of exchange notes, as set forth below. However, any purchaser of exchange notes that is one of our “affiliates” (as defined in Rule 405 under the Securities Act) or that intends to participate in the exchange offer for the purpose of distributing the exchange notes:


	•	will not be able to rely on the interpretation of the SEC’s staff;

	•	will not be able to tender its original notes in the exchange offer; and

	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements. See “Plan of distribution.”

We do not intend to seek our own interpretation regarding the exchange offer and there can be no assurance that the SEC’s staff would make a similar determination with respect to the exchange notes as it has in other interpretations to other parties, although we have no reason to believe otherwise.

The notes were issued under an indenture dated as of August 20, 2003 by and between us and J.P. Morgan Trust Company, National Association, as trustee. The indenture contains provisions that define your rights under the notes. In addition, the indenture governs our obligations under the notes. The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the terms of the original notes, except for the transfer restrictions relating to the original notes. Any original notes that remain outstanding after the exchange offer, together with exchange notes issued in the exchange offer, the existing notes previously issued under the indenture, and any additional notes that we may issue under the indenture in the future will be treated as a single class of securities under the indenture, including for purposes of determining whether the required percentage of noteholders have given their approval or consent to an amendment or waiver or joined in directing the trustee to take certain actions on behalf of all noteholders.

For purposes of this description, unless the context otherwise requires, references to “notes” includes the exchange notes offered hereby, the notes previously issued under the indenture, including the existing notes and the original notes, and any additional notes that may be issued under the indenture in the future. We expect that after the consummation of this exchange offer, the exchange notes will have the same CUSIP number as our existing publicly-registered 8% senior subordinated notes due 2013, unless we are required to pay liquidated damages on the notes offered hereby.

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. A copy of the indenture was filed as an exhibit to our registration statement on Form S-3 (Registration no. 333-108448), dated September 3, 2003. The definitions of certain capitalized terms used in the following summary are set forth below under “— Certain definitions.”


	•	our unsecured Senior Subordinated Indebtedness;

	•	subordinated in right of payment, as set forth in the indenture, to the payment when due of all of our existing and future Senior Indebtedness, including our obligations under the Credit Facility, our Existing Senior Notes and other senior secured and senior unsecured Indebtedness outstanding from time to time;

	•	effectively subordinated to all of our Secured Indebtedness to the extent of the value of the assets securing such Secured Indebtedness, and to all obligations and liabilities of Fisher’s non-guarantor subsidiaries;

	•	pari passu in right of payment with all of our existing and future Senior Subordinated Indebtedness, including our Existing Senior Subordinated Notes and the 3.25% convertible senior subordinated notes due 2024, which we expect to issue on March 24, 2004; and

	•	senior in right of payment to all of our existing and future Subordinated Obligations.

The notes are issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples thereof. Initially, the trustee will act as paying agent and registrar for the notes. The notes may be presented for registration of transfer and exchange at the offices of the registrar, which initially is the trustee’s corporate trust office. We may change any paying agent and registrar without notice to holders of the notes. We will pay principal (and premium, if any) on the notes at the trustee’s corporate office in New York, New York. At our option, interest may be paid at the trustee’s corporate trust office or by check mailed to the registered address of holders of the notes.

The notes will mature on September 1, 2013. Each note will bear interest at the rate of 8% per annum from the date of issuance, or from the most recent date to which interest has been paid or provided for, payable semiannually in cash to holders of record at the close of business on the February 15 or August 15

The indenture provides for one or more series of notes to be issued in an unlimited amount. The existing notes previously issued under the indenture were issued in the aggregate principal amount of $150 million. The original notes were issued in an aggregate principal amount of $150.0 million. Additional securities may, subject to the limitations set forth in the “Limitation on Incurrence of Additional Indebtedness” covenant, be issued under the indenture in one or more series from time to time (the “Additional Notes”), which will vote as a class with the notes and otherwise be treated as notes for purposes of the indenture.

Mandatory Redemption. We were required to redeem all of the notes at a redemption purchase price in cash equal to 101% of the principal amount thereof together with any accrued and unpaid interest to the redemption date if we did not acquire more than 50% of Perbio’s outstanding shares prior to the 180th day after the Issue Date.

Because we acquired approximately 93.6% of Perbio’s outstanding shares on September 8, 2003, we are no longer obligated to redeem the notes.

Optional Redemption. The notes may be redeemable, at our option, in whole at any time or in part from time to time, on and after September 1, 2008, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on September 1 of the year set forth below, plus, in each case, accrued and unpaid interest to the date of redemption:

In addition, at any time prior to September 1, 2008, the notes may be redeemed or purchased (by us or any other Person) in whole or in part, at our option, at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the date of redemption or purchase (the “Redemption Date”) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Such redemption or purchase may be made upon notice mailed by first-class mail to each holder’s registered address, not less than 30 nor more than 60 days prior to the Redemption Date. We may provide in such notice that payment of the Redemption Price and performance of our obligations with respect to such redemption or purchase may be performed by another Person. Any such redemption, purchase or notice may, at our discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control Triggering Event.

“Applicable Premium” means, with respect to a note at any Redemption Date, the greater of (i) 1.0% of the then outstanding principal amount of such note and (ii) the excess of (A) the present value at such Redemption Date of (1) the redemption price of such note on September 1, 2008 (such redemption price being that described in the first paragraph of this “Optional Redemption” section), plus (2) all required remaining scheduled interest payments due on such note through such date, in each case computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such note on such Redemption Date. Calculation of the Applicable Premium will be made by us or on our behalf by such Person as we shall designate; provided that such calculation shall not be a duty or obligation of the trustee.

“Treasury Rate” means, with respect to a Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two

Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to September 1, 2006, we may, at our option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 40% of the aggregate principal amount of notes originally issued at a redemption price equal to 108% of the principal amount thereof plus accrued interest to the date of redemption; provided that at least 60% of the original principal amount of notes remains outstanding immediately after any such redemption (excluding any notes owned by us). In order to effect the foregoing redemption with the proceeds of any Equity Offering, we must mail a notice of redemption no later than 60 days after the related Equity Offering and must consummate such redemption within 90 days of the closing of the Equity Offering. “Equity Offering” means a sale of our Qualified Capital Stock.

In case of a partial redemption, selection of the notes or portions thereof for redemption shall be made by the trustee by lot, pro rata or in such manner as it shall deem appropriate and fair and in such manner as complies with any applicable legal requirements; provided, however, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the notes or portion thereof for redemption shall be made by the trustee only on a pro rata basis, unless such method is otherwise prohibited. Notes may be redeemed in part in multiples of $1,000 principal amount only. Notice of redemption will be sent, by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to each holder whose notes are to be redeemed at the last address for such holder then shown on the registry books. If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after any redemption date, interest will cease to accrue on the notes or part thereof called for redemption as long as we have deposited with the paying agent funds in satisfaction of the redemption price pursuant to the indenture.

The indebtedness evidenced by the notes is our unsecured Senior Subordinated Indebtedness and will (a) be subordinated in right of payment, as set forth in the indenture, to all of our existing and future Senior Indebtedness, including our obligations under the Credit Facility, our Existing Senior Notes and other senior secured and senior unsecured Indebtedness outstanding from time to time, (b) rank pari passu in right of payment with all of our existing and future Senior Subordinated Indebtedness, including the Existing Senior Subordinated Notes, and (c) be senior in right of payment to all of our existing and future Subordinated Obligations. The notes will also be effectively subordinated to any of our Secured Indebtedness to the extent of the value of the assets securing such Secured Indebtedness, and to all existing and future obligations and liabilities of our non-guarantor Subsidiaries.

However, payment from the money or the proceeds of U.S. government obligations held in any defeasance trust described under “— Legal defeasance and covenant defeasance” below is not subordinated to any Senior Indebtedness or subject to the restrictions described above if the deposit to such trust which is used to fund such payment was permitted at the time of such deposit.

A substantial part of our operations are conducted through our Subsidiaries. Claims of creditors of such Subsidiaries, including trade creditors, and claims of preferred shareholders (if any) of such Subsidiaries

Only our Indebtedness that is Senior Indebtedness ranks senior in right of payment to the notes in accordance with the provisions of the indenture. Our obligations in respect of the notes will rank pari passu in right of payment with all of our other Senior Subordinated Indebtedness, including our Existing Senior Subordinated Notes. We have agreed in the indenture that we will not incur, directly or indirectly, any Indebtedness which is expressly subordinate in right of payment to Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness. Without limiting the foregoing, unsecured Indebtedness is not deemed to be subordinate or junior to Secured Indebtedness merely because it is unsecured, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed. See “— Certain covenants — Prohibition on Incurrence of Senior Subordinated Debt.”

We may not pay principal of, premium (if any) or interest on, or any other amount in respect of, the notes or make any deposit pursuant to the provisions described under “— Legal defeasance and covenant defeasance” below and may not otherwise purchase, redeem or otherwise retire any notes (collectively, “pay the notes”) if any amount due in respect of any Senior Indebtedness (including, without limitation, any amount due as a result of acceleration of the maturity thereof by reason of default or otherwise) has not been paid in full in cash or Cash Equivalents unless the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash or Cash Equivalents. However, we may pay the notes without regard to the foregoing if we and the trustee receive written notice approving such payment from the Representative of the holders of the Designated Senior Indebtedness with respect to which the events set forth in the immediately preceding sentence have occurred and are continuing.

In addition, during the continuance of any default (other than a payment default described in the first sentence of the immediately preceding paragraph) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, we may not pay the notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the trustee (with a copy to us) of written notice (a “Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the trustee and us from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice and all other defaults with respect to such Designated Senior Indebtedness shall have been cured or shall have ceased to exist or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash or Cash Equivalents).

Notwithstanding the provisions described in the immediately preceding paragraph, unless any payment default described in the first sentence of the second immediately preceding paragraph has occurred and is then continuing, we may resume payments on the notes after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. In no event, however, may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period, and there must be a 181 consecutive day period during any 360 consecutive day period during which no Payment Blockage Period is in effect.

Upon any payment or distribution of our assets or securities to creditors upon a total or partial liquidation or dissolution or reorganization or winding up of or similar proceeding relating to us or our property or in a bankruptcy, insolvency, receivership or similar proceeding relating to us or our property, or in an assignment for the benefit of creditors or any marshalling of our assets and liabilities, whether voluntary or involuntary, the holders of Senior Indebtedness are entitled to receive payment in full in cash or Cash Equivalents of the Senior Indebtedness before the holders of the notes are entitled to receive any payment or distribution of any character and, until the Senior Indebtedness is paid in full in cash or Cash Equivalents, any payment or distribution to which holders of the notes would be entitled but for the subordination provisions of the indenture will be made to holders of the Senior Indebtedness as their interests may appear. If a payment or distribution is made to holders of the notes that, due to the subordination provisions, should not have been made to them, such holders of the notes are required to hold it in trust for the holders of Senior Indebtedness and pay it over to them as their interests may appear.

If we fail to make any payment on the notes when due or within any applicable grace period, whether or not on account of the payment blockage provisions referred to above, such failure would constitute an Event of Default under the indenture and would enable the holders of the notes to accelerate the maturity thereof. See “— Events of default” below.

If payment of the notes is accelerated because of an Event of Default, we or the trustee shall promptly notify the holders of the Designated Senior Indebtedness or the Representative of such holders of the acceleration. We may not pay the notes until the earlier of five business days after such holders or the Representative of the holders of Designated Senior Indebtedness receive notice of such acceleration or the date of acceleration of such Designated Senior Indebtedness and, thereafter, may pay the notes only if the subordination provisions of the indenture otherwise permit payment at that time.

By reason of such subordination provisions contained in the indenture, in the event of our liquidation, receivership, reorganization or insolvency, our creditors who are holders of Senior Indebtedness may recover more, ratably, than the holders of the notes, and our creditors who are not holders of Senior Indebtedness or of Senior Subordinated Indebtedness (including the notes) may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the holders of Senior Subordinated Indebtedness. In addition, as described above, the notes will be effectively subordinated to the claims of creditors of our non-guarantor Subsidiaries.

None of Fisher’s Subsidiaries will guarantee the notes as of the Issue Date. We do not expect to cause any of our Subsidiaries to issue Guarantees in respect of the Notes unless required by the terms of the indenture to do so. The terms on which each Guarantee, if any, in respect of the notes will be subordinated to the prior payment in full of Senior Indebtedness of the relevant Subsidiary Guarantor will be substantially identical to those described above governing the subordination of the notes to the prior payment in full of our Senior Indebtedness.

The indenture provides that upon the occurrence of a Change of Control Triggering Event, each holder of the notes will have the right to require that we purchase for cash all or a portion of such holder’s notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101% of the principal amount thereof plus accrued interest to the date of purchase, except that we shall not be obligated to repurchase the notes pursuant to this covenant in the event that we have exercised the right to redeem all of the notes as described under “Redemption — Optional Redemption.”

We may exercise our optional right to redeem all or a portion of the notes, at specified redemption prices, even if a Change of Control Triggering Event has occurred. After September 1, 2011, the specified redemption price will be lower than the price we would have to pay if holders require us to purchase the notes upon the occurrence of a Change of Control Triggering Event.

In the event that, at the time of such Change of Control Triggering Event, the terms of the Bank Indebtedness restrict or prohibit the repurchase of the notes pursuant to this covenant, the indenture provides

We will disclose the occurrence of any Change of Control Triggering Event by issuing a press release and filing a Form 8-K with the SEC. Within 30 days following the date upon which we obtain actual knowledge that a Change of Control Triggering Event has occurred, we must send, by first class mail, a notice to each holder of the notes, with a copy to the trustee, stating: (1) that a Change of Control Triggering Event has occurred or may occur and that such holder has, or upon such occurrence will have, the right to require us to purchase such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date); (2) the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event; (3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); (4) the instructions determined by us, consistent with this covenant, that a holder must follow in order to have its notes purchased; and (5) if such notice is mailed prior to the occurrence of a Change of Control Triggering Event, that such offer is conditioned on the occurrence of such Change of Control Triggering Event. Holders of the notes electing to have a note purchased pursuant to a Change of Control Offer are required to surrender the note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

If a Change of Control Offer is made, there can be no assurance that we will have available funds sufficient to pay the Change of Control purchase price for all the notes that might be delivered by holders of the notes seeking to accept the Change of Control Offer. In the event we are required to purchase outstanding notes pursuant to a Change of Control Offer, we expect that we would seek third party financing to the extent we do not have available funds to meet our purchase obligations. However, there can be no assurance that we would be able to obtain such financing.

The definition of “Change of Control” includes a phrase relating to the sale, lease, exchange or other transfer of “all or substantially all” of our assets as such phrase is defined in the Revised Model Business Corporation Act. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of our assets, and therefore it may be unclear as to whether a Change of Control has occurred and whether the holders of the notes have the right to require us to repurchase such notes.

Neither our board of directors nor the trustee may waive the covenant relating to a holder’s right to redemption upon a Change of Control Triggering Event. Restrictions in the indenture described herein on the ability of us and our Restricted Subsidiaries to incur additional Indebtedness, to grant Liens on our properties, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of us, whether favored or opposed by our management. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the notes, and there can be no assurance that we or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of us or any of our Subsidiaries by our management. In addition, we could in the future enter into certain transactions, including acquisitions, refinancings and recapitalizations,

We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the indenture, we shall comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the “Change of Control” provisions of the indenture by virtue thereof.

Limitation on Restricted Payments. Fisher will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock) on or in respect of shares of capital stock of Fisher to holders of such capital stock, (b) purchase, redeem or otherwise acquire or retire for value any capital stock of Fisher or any warrants, rights or options to purchase or acquire shares of any class of such capital stock, other than the exchange of such capital stock for Qualified Capital Stock, or (c) make any Investment (other than Permitted Investments) in any other Person (each of the foregoing actions set forth in clauses (a), (b) and (c) (other than the exceptions thereto) being referred to as a “Restricted Payment”), if at the time of such Restricted Payment or immediately after giving effect thereto, (i) a Default or an Event of Default shall have occurred and be continuing, (ii) Fisher is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness” covenant or (iii) the aggregate amount of Restricted Payments made subsequent to the Issue Date shall exceed, without duplication, the sum of: (u) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of Fisher earned during the period (treated as a single accounting period) beginning on January 1, 1998, to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements of Fisher are available (such period, the “Reference Period”); plus (v) 100% of the aggregate net cash proceeds and the fair value of property or assets (as determined in good faith by the board of directors of Fisher, whose determination shall be conclusive) received by Fisher from any Person (other than a Restricted Subsidiary of Fisher) from the issuance and sale after January 21, 1998 of Qualified Capital Stock of Fisher (including capital stock issued upon the conversion of convertible Indebtedness or in exchange for outstanding Indebtedness but excluding proceeds (net cash proceeds, in the case of a sale for cash) from the sale of capital stock to the extent used to repurchase or acquire shares of capital stock of Fisher pursuant to clause (2)(ii) of the next succeeding paragraph); plus (w) 100% of the aggregate net cash proceeds of any equity contribution received by Fisher from a holder of its capital stock (but excluding net cash proceeds from any equity contribution to the extent used to repurchase or acquire shares of capital stock of Fisher pursuant to clause (2)(iii) of the next succeeding paragraph); plus (x) to the extent that any Investment (other than a Permitted Investment) that was made after January 21, 1998 is sold or otherwise liquidated or repaid, the lesser of (A) the cash and the fair value of property or assets (as determined in good faith by the board of directors of Fisher, whose determination shall be conclusive) received with respect to such sale, liquidation or repayment of such Investment (less the cost of such sale, liquidation or repayment, if any) and (B) the initial amount of such Investment; plus (y) the net cash proceeds and the fair market value of property or assets (as determined in good faith by the board of directors of Fisher, whose determination shall be conclusive) received from the sale of Capital Stock in an Unrestricted Subsidiary (other than to Fisher or any of its Restricted Subsidiaries); plus (z) the aggregate amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from (A) dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers of assets to Fisher or any Restricted Subsidiary from any Unrestricted Subsidiary, or (B) the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”), not to exceed in this clause (z) in the case of any such Unrestricted Subsidiary the aggregate amount of Investments (other than Permitted Investments)

As of September 30, 2003, assuming satisfaction of the conditions set forth in clauses (i) and (ii) of the first sentence of the immediately preceding paragraph, Fisher could make approximately $680.87 million of Restricted Payments pursuant to the immediately preceding paragraph. Any conversion of our 2.50% convertible senior notes due 2023 will increase the amount of Restricted Payments Fisher could make by the principal amount of notes converted.

Notwithstanding the foregoing, the provisions set forth in the preceding paragraph do not prohibit: (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice; (2) if no Event of Default shall have occurred and be continuing as a consequence thereof, the acquisition of any shares of capital stock of Fisher (i) solely in exchange for shares of Qualified Capital Stock of Fisher, (ii) through the application of net proceeds of a substantially concurrent sale (other than to a Subsidiary of Fisher) of shares of Qualified Capital Stock of Fisher, or (iii) through the application of net cash proceeds of a substantially concurrent equity contribution received by Fisher from a holder of its capital stock; (3) payments for the purpose of and in an amount equal to the amount required to permit Fisher to redeem or repurchase shares of its capital stock or options, warrants or other rights in respect thereof, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause (3) shall not exceed $20.0 million in the aggregate after the Issue Date (which amount shall be increased by the amount of any cash proceeds to Fisher from (x) sales of its capital stock or any options, warrants or other rights in respect thereof to management employees subsequent to the Issue Date and (y) any “key-man” life insurance policies which are used to make such redemptions or repurchases); (4) the payment of fees and compensation as permitted under clause (1) of paragraph (b) of the “Limitation on Transactions with Affiliates” covenant; (5) so long as no Default or Event of Default shall have occurred and be continuing, payments not to exceed $100,000 in the aggregate, to enable Fisher to make payments to holders of its capital stock in lieu of issuance of fractional shares of its capital stock; (6) repurchases of capital stock deemed to occur upon the exercise of stock options if such capital stock represents a portion of the exercise price thereof; (7) the Perbio Transactions; (8) Fisher or any Restricted Subsidiary from making payments in respect of any redemption, repurchase, acquisition, cancellation or other retirement for value of shares of capital stock of Fisher or options, stock appreciation or similar securities, in each case held by then current or former officers, directors or employees of Fisher or any of its Subsidiaries (or their estates or beneficiaries under their estates) or by an employee benefit plan, upon death, disability, retirement or termination of employment, not to exceed $20.0 million in the aggregate after the Issue Date; (9) other Restricted Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed $10.0 million (net of repayments of any such loans or advances). In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the immediately preceding paragraph, (a) the net amounts expended (to the extent such expenditure is in the form of cash or other property other than Qualified Capital Stock) pursuant to clauses (1), (3), (8) and (9) of this paragraph shall be included in such calculation, provided that such expenditures pursuant to clause (3) shall not be included to the extent of cash proceeds received by Fisher from any “key man” life insurance policies, and (b) the net amounts expended pursuant to clauses (2), (4), (5), (6) and (7) shall be excluded from such calculation.

Limitation on Incurrence of Additional Indebtedness. Fisher will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of

For purposes of determining compliance with, and determining the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this covenant, (x) any other obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this covenant) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (y) in the event that Indebtedness meets the criteria of more than one of the types of Permitted Indebtedness, Fisher, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such clauses; and (z) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP.

For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the Dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that (x) the Dollar-equivalent principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, (y) if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced and (z) the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency and incurred pursuant to the Credit Facility shall be calculated based on the relevant currency exchange rate in effect on the date of such incurrence. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Transactions with Affiliates. (a) Fisher will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions entered into on terms that are fair and reasonable to, and in the best interests of, Fisher or such Restricted Subsidiary, as the case may be, as determined in good faith by its board of directors; provided, however, that for a transaction or series of related transactions with an aggregate value of $5.0 million or more, at its option (i) such determination shall be made in good faith by a majority of the disinterested members of the board of the directors of Fisher or (ii) the board of directors of Fisher or any such Restricted Subsidiary party to such Affiliate Transaction shall have received a favorable opinion from a nationally recognized investment banking firm that such Affiliate Transaction is fair from a financial point of view to Fisher or such Restricted Subsidiary; provided, further, that for a transaction or series of related transactions with an aggregate value of $25.0 million or more, the board of directors of Fisher shall have received a favorable opinion from a nationally recognized investment banking firm that such Affiliate Transaction is fair from a financial point of view to Fisher or such Restricted Subsidiary.

(b) The foregoing restrictions shall not apply to (i) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Fisher or any Subsidiary of Fisher as determined in good faith by its board of directors; (ii) transactions exclusively between or among Fisher and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the indenture; (iii) transactions effected as part of a Qualified Receivables Transaction; (iv) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the Issue Date; (v) Restricted Payments permitted by the indenture; (vi) any Permitted Investment; (vii) transactions permitted by, and complying with, the provisions of the covenant described under “Merger, Consolidation and Sale of Assets”; (viii) any payment, issuance of securities or other payments, awards or grants, in cash or otherwise, pursuant to, or the funding of, employment arrangements and Plans approved by the board of directors of Fisher; (ix) the grant of stock options or similar rights to employees and directors of Fisher and its Subsidiaries pursuant to Plans and employment contracts approved by the board of directors of Fisher; (x) loans or advances to officers, directors or employees of Fisher or its Restricted Subsidiaries not in excess of $5.0 million at any one time outstanding; (xi) the granting or performance of registration rights under a written registration rights agreement approved by the board of directors of Fisher; (xii) transactions with Persons solely in their capacity as holders of Indebtedness or capital stock of Fisher or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of Indebtedness or capital stock of Fisher or such Restricted Subsidiary generally; and (xiii) any agreement to do any of the foregoing.

Limitation on Liens. Fisher will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Liens (other than Permitted Liens) of any kind against or upon any of their respective property or assets, or any proceeds, income or profit therefrom which secure Senior Subordinated Indebtedness or Subordinated Obligations (the “Initial Lien”), unless (i) in the case of Initial Liens securing Subordinated Obligations, the notes are secured by a Lien on such property, assets, proceeds, income or profit that is senior in priority to such Initial Liens and (ii) in the case of Initial Liens securing Senior Subordinated Indebtedness, the notes are equally and ratably secured by a Lien on such property, assets, proceeds, income or profit. Any such Lien thereby created in favor of the notes will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, or (ii) any sale, exchange or transfer to any Person not an Affiliate of Fisher of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by Fisher or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Prohibition on Incurrence of Senior Subordinated Debt. Neither Fisher nor any Subsidiary Guarantor will incur or suffer to exist Indebtedness that is senior in right of payment to the notes or such Subsidiary Guarantor’s Guarantee and subordinate in right of payment to any Senior Indebtedness of Fisher or such Subsidiary Guarantor, as the case may be.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Fisher will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its capital stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Fisher or any other Restricted Subsidiary of Fisher; or (c) transfer any of its property or assets to Fisher, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the indenture; (3) any restriction or encumbrance (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Fisher or any Restricted Subsidiary not otherwise prohibited by the indenture, (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Fisher or any Restricted Subsidiary, (D) pursuant to Purchase Money

Obligations that impose encumbrances or restrictions on the property or assets so acquired, (E) on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (F) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business), (G) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of Fisher or any of its Restricted Subsidiaries in any manner material to Fisher or such Restricted Subsidiary, or (H) pursuant to Currency Agreements or Interest Swap Obligations; (4) any agreement or instrument of a Person, or relating to Indebtedness or capital stock of a Person, which Person is acquired by or merged or consolidated with or into Fisher or any of its Restricted Subsidiaries, or which agreement or instrument is assumed by Fisher or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this clause (4), if another Person is the successor company in such acquisition, merger or consolidation, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by Fisher or a Restricted Subsidiary, as the case may be, when such Person becomes the successor company; (5) agreements existing on the Issue Date (including, without limitation, the Credit Facility and any instrument governing the Existing Senior Notes or the Existing Senior Subordinated Notes); (6) restrictions on the transfer of assets subject to any Lien permitted under the indenture imposed by the holder of such Lien; (7) restrictions imposed by any agreement to sell assets permitted under the indenture to any Person pending the closing of such sale; (8) any agreement or instrument governing capital stock of any Person that is acquired after the Issue Date; (9) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity and such Restricted Subsidiary is engaged in the Qualified Receivables Transaction; (10) any agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (2), (4) or (5) of this covenant or this clause (10) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment are not materially less favorable to the holders of the notes taken as a whole than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by Fisher); or (11) any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the “Limitation on Incurrence of Additional Indebtedness” covenant (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the holders of the notes than the encumbrances and restrictions (as determined in good faith by Fisher) contained in the Initial Agreements (other than Initial Agreements contemplated by clause (4) above), or (B) if such encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings (as determined in good faith by Fisher) and Fisher determines that such encumbrance or restriction will not materially affect Fisher’s ability to make principal or interest payments on the notes.

Limitation on Preferred Stock of Subsidiaries. Fisher will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to Fisher or to a Restricted Subsidiary of Fisher) or permit any Person (other than Fisher or a Restricted Subsidiary of Fisher) to own any Preferred Stock of any Restricted Subsidiary of Fisher.

Merger, Consolidation and Sale of Assets. Fisher will not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person or Persons unless (i) either (A) Fisher shall be the survivor of such merger or consolidation or (B) the surviving Person is a corporation existing under the laws of the United States, any state thereof or the District of Columbia and such surviving Person shall expressly assume all the obligations of Fisher under the notes and the indenture; (ii) immediately after giving effect to such transaction (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in

connection with such transaction and the other adjustments referred to in the definition of “Consolidated Fixed Charge Coverage Ratio”), either (A) Fisher or the surviving Person is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness” covenant or (B) the Consolidated Fixed Charge Coverage Ratio would be greater than it was immediately prior to such transaction; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) Fisher has delivered to the trustee an officers’ certificate and opinion of counsel, each stating that such consolidation, merger or transfer complies with the indenture, that the surviving Person agrees to be bound thereby and by the notes, and that all conditions precedent in the indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of Fisher, the capital stock of which constitutes all or substantially all of the properties and assets of Fisher, shall be deemed to be the transfer of all or substantially all of the properties and assets of Fisher. Notwithstanding the foregoing clauses (ii) and (iii) of the preceding sentence, (a) any Restricted Subsidiary of Fisher may consolidate with, merge into or transfer all or part of its properties and assets to Fisher and (b) Fisher may merge with an Affiliate that is (x) a corporation that has no material assets or liabilities and which was incorporated solely for the purpose of reincorporating Fisher in another jurisdiction or (y) a Restricted Subsidiary of Fisher so long as all assets of Fisher and the Restricted Subsidiaries immediately prior to such transaction are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof.

The indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of Fisher in accordance with the foregoing, the surviving entity shall succeed to, and be substituted for, and may exercise every right and power of, Fisher under the indenture and the notes with the same effect as if such surviving entity had been named as such.

Limitation on Asset Sales. Fisher will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) Fisher or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by its board of directors, whose determination shall be conclusive); (ii) in the case of any Asset Sale (or series of Asset Sales) having a fair market value (as determined in good faith by its board of directors, whose determination shall be conclusive) of $25.0 million or more, at least 75% of the consideration received by Fisher or such Restricted Subsidiary, as the case may be, from such Asset Sale shall be cash or Cash Equivalents and is received at the time of such disposition; provided, that the amount of (A) any liabilities (as shown on its or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Fisher or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes) that are assumed by the transferee of any such assets and from which Fisher and its Restricted Subsidiaries are unconditionally released, (B) any notes or other obligations received by Fisher or such Restricted Subsidiary from such transferee that are converted by Fisher or such Restricted Subsidiary within 180 days of such receipt into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), (C) any assumption of Indebtedness of Fisher or any Restricted Subsidiary and the release of Fisher or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (D) any Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Fisher and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale, and (E) any Designated Non-Cash Consideration received by Fisher or any of its Restricted Subsidiaries from such transferee having an aggregate fair market value (as determined in good faith by its board of directors, whose determination shall be conclusive), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (E) then outstanding, not to exceed the greater of $50.0 million and 2.5% of Consolidated Total Assets at the time of receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this provision; and (iii) upon the consummation of an Asset Sale,

Fisher shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to prepay Senior Indebtedness and, in the case of any Senior Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility, (B) to reinvest in Productive Assets, or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or such earlier date, if any, as the board of directors of Fisher or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the immediately preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the immediately preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by Fisher or such Restricted Subsidiary to make an offer to purchase for cash (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all holders of the notes on a pro rata basis at least that amount of notes equal to the Note Offer Amount at a price in cash equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by Fisher or any Restricted Subsidiary of Fisher, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Any offer to purchase with respect to Other Debt shall be made and consummated concurrently with any Net Proceeds Offer.

“Other Debt” shall mean other Indebtedness of Fisher that ranks pari passu with the notes and requires that an offer to purchase such Other Debt be made upon consummation of an Asset Sale.

“Note Offer Amount” means (i) if an offer to purchase Other Debt is not being made, the amount of the Net Proceeds Offer Amount and (ii) if an offer to purchase Other Debt is being made, an amount equal to the product of (x) the Net Proceeds Offer Amount and (y) a fraction the numerator of which is the aggregate amount of notes tendered pursuant to such offer to purchase and the denominator of which is the aggregate amount of notes and Other Debt tendered pursuant to such offer to purchase.

Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $25.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by Fisher and its Restricted Subsidiaries aggregates at least $25.0 million, at which time Fisher or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date on which the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $25.0 million or more shall be deemed to be a “Net Proceeds Offer Trigger Date”).

Notwithstanding the preceding paragraphs of this covenant, Fisher and its Restricted Subsidiaries are permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets and (ii) such Asset Sale is for at least fair market value (as determined in good faith by its board of directors, whose determination shall be conclusive); provided that any consideration not constituting Productive Assets received by Fisher or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds and shall be subject to the provisions of the preceding paragraphs; provided, that at the time of entering into such transaction or immediately after giving effect thereto, no Default or Event of Default shall have occurred or be continuing or would occur as a consequence thereof.

Each Net Proceeds Offer will be mailed to the record holders of the notes as shown on the register of holders of the notes within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the trustee, and shall comply with the procedures set forth in the indenture. Upon receiving notice of the Net Proceeds

Fisher will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of the indenture, Fisher shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of the indenture by virtue thereof.

Limitation on Guarantees by Restricted Subsidiaries. Fisher will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of Fisher, other than guarantees of Indebtedness incurred pursuant to the Credit Facility (but only if such guarantees are permitted by clause (ii) of the “Limitation on Incurrence of Additional Indebtedness” covenant or constitute Permitted Indebtedness), unless such Restricted Subsidiary, Fisher and the trustee execute and deliver a supplemental indenture evidencing such Restricted Subsidiary’s guarantee of the notes (a “Guarantee”), such Guarantee to be a senior subordinated unsecured obligation of such Restricted Subsidiary; provided that if (w) any Subsidiary Guarantor is released from its guarantee with respect to Indebtedness outstanding under the Credit Facility or other Indebtedness the guarantee of which gave rise to the obligation to enter into its Guarantee, (x) Fisher or any of its Restricted Subsidiaries sells or otherwise disposes (by merger or otherwise) of any Subsidiary Guarantor in accordance with the indenture, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, (y) any Subsidiary Guarantor merges or consolidates with and into Fisher or another Subsidiary Guarantor that is the surviving Person of such merger or consolidation, or (z) any Subsidiary Guarantor becomes an Unrestricted Subsidiary, such Subsidiary Guarantor shall automatically be released from its obligations as a Subsidiary Guarantor. Neither Fisher nor any such Subsidiary Guarantor shall be required to make a notation on the notes to reflect any such Guarantee. Nothing in this covenant shall be construed to permit any Restricted Subsidiary of Fisher to incur Indebtedness otherwise prohibited by the “Limitation on Incurrence of Additional Indebtedness” covenant.

The obligations of each Subsidiary Guarantor under its Guarantee will be limited to the maximum amount, as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.

Conduct of Business. Fisher and its Restricted Subsidiaries will not engage in any businesses which are not the same as, or similar, related or ancillary to, the businesses in which Fisher and its Restricted Subsidiaries are engaged on the Issue Date.

The following events are defined in the indenture as “Events of Default”: (a) the failure to pay interest (including liquidated damages, if any, under the Registration Rights Agreement) on any notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by the subordination provisions of the indenture); (b) the failure to pay the principal on any notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the

indenture); (c) a default in the observance or performance of the covenant set forth under “Certain covenants — Merger, Consolidation and Sale of Assets” above; (d) a default in the observance or performance of any other covenant or agreement contained in the indenture which default continues for a period of 30 days after we receive written notice specifying the default (and demanding that such default be remedied) from the trustee or the holders of at least 25% of the outstanding principal amount of the notes; (e) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of ours or any of our Restricted Subsidiary (other than a Receivables Entity), or the acceleration of the final stated maturity of any such Indebtedness if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $25.0 million or more at any time; (f) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against us or any of our Significant Subsidiaries and such judgments remain undischarged, unpaid and unstayed for a period of 60 days after such judgment or judgments become final and nonappealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment, which is not promptly stayed; and (g) certain events of bankruptcy affecting us or any of our Significant Subsidiaries.

Upon the happening of any Event of Default specified in the indenture, the trustee or the holders of at least 25% in principal amount of outstanding notes may declare the principal of and accrued interest on all the notes to be due and payable by notice in writing to us and the trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. If an Event of Default with respect to bankruptcy proceedings of ours occurs and is continuing, then such amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of notes.

The indenture provides that, at any time after a declaration of acceleration with respect to the notes as described in the preceding paragraph, the holders of a majority in principal amount of the notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if we have paid the trustee its reasonable compensation and reimbursed the trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of the description above of Events of Default, the trustee shall have received an officers’ certificate and an opinion of counsel that such Event of Default has been cured or waived. The holders of a majority in principal amount of the notes may waive any existing Default or Event of Default under the indenture, and its consequences, except a default in the payment of the principal of or interest on any notes.

No director, officer, employee, incorporator or stockholder of ours shall have any liability for any of our obligations under the notes or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

We may, at our option and at any time, elect to have our obligations discharged with respect to the outstanding notes (“Legal Defeasance”). Such Legal Defeasance means that we shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes, except for (i) the rights of holders of the notes to receive payments in respect of the principal of, premium, if any, and interest on the notes when such payments are due, (ii) our obligations with respect to the notes concerning issuing temporary

In order to exercise either Legal Defeasance or Covenant Defeasance, (i) we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the notes on the stated date for payment thereof or on the applicable redemption date, as the case may be; (ii) in the case of Legal Defeasance, we shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, we shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that the holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to the indenture resulting from the incurrence of Indebtedness, all or a portion of which will be used to defease the notes concurrently with such incurrence); (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which we or any of our Subsidiaries is a party or by which we or any of our Subsidiaries is bound; (vi) we shall have delivered to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of the notes over any other creditors of ours or with the intent of defeating, hindering, delaying or defrauding any other creditors of ours or others; (vii) we shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; (viii) we shall have delivered to the trustee an opinion of counsel to the effect that (A) the trust funds will not be subject to any rights of holders of our Indebtedness other than the notes and (B) assuming no intervening bankruptcy of ours between the date of deposit and the 91st day following the deposit and that no holder of the notes is an insider of ours, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and (ix) certain other customary conditions precedent are satisfied.

The indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the notes, as expressly provided for in the indenture) as to all outstanding notes when (i) either (a) all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been delivered to the trustee for cancellation or (b) all notes not theretofore delivered to the trustee for cancellation (x) have become due and payable, (y) will become due and payable at their stated maturity within one year or (z) have been or are to be called for redemption within one year under

From time to time, we and the trustee, without the consent of the holders of the notes, may amend the indenture to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor of the obligations of Fisher or a Subsidiary Guarantor under the indenture, to provide for uncertificated notes in addition to or in place of certificated notes, to add Guarantees with respect to the notes, to secure the notes, to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the notes when such release, termination or discharge is provided for under the indenture, to add to the covenants of Fisher for the benefit of the holders or to surrender any right or power conferred upon Fisher, to provide for or confirm the issuance of Additional Notes, to provide that any Indebtedness that becomes or will become an obligation of a successor company or a Subsidiary Guarantor pursuant to a transaction governed by the provisions described under the “Merger, Consolidation and Sale of Assets” covenant (and that is not a Subordinated Obligation) is Senior Subordinated Indebtedness for purposes of the indenture, to make any change that does not adversely affect the rights of any holder, or to comply with any requirement of the SEC in connection with the qualification of the applicable indenture under the Trust Indenture Act or otherwise.

Other modifications and amendments of the indenture may be made with the consent of the holders of a majority in principal amount of the then outstanding notes issued under the indenture, except that, without the consent of each holder of the notes affected thereby, no amendment may: (i) reduce the amount of notes whose holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any notes, or change the date on which any notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any notes payable in money other than that stated in the notes; (v) make any change in provisions of the indenture protecting the right of each holder of a note to receive payment of principal of and interest on such note on or after the due date thereof or to bring suit to enforce such payment, or permitting holders of a majority in principal amount of the notes to waive Defaults or Events of Default (other than Defaults or Events of Default with respect to the payment of principal of or interest on the notes); (vi) amend, change or modify in any material respect our obligation to make and consummate a Change of Control Offer or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; or (vii) modify the subordination provisions (including the related definitions) of the indenture to adversely affect the holders of notes in any material respect. Any amendment or modification of the subordination provisions of the indenture that is adverse to any Senior Indebtedness outstanding at the time shall not be effective as to the holders of such Senior Indebtedness without the written consent of such holders.

The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver. Until an amendment or waiver becomes effective, a consent to it by holder is a continuing consent by such holder and every subsequent holder of all or part of the related note. Any such holder or subsequent holder may revoke such consent as to its note by written notice to the trustee or Fisher, received thereby before the date on which Fisher certifies to the trustee that the holders of the requisite principal amount of notes have consented to such amendment or waiver. After an amendment or waiver under

The indenture provides that we will deliver to the trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The indenture further provides that, notwithstanding that we may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, we will file with the SEC, to the extent permitted, and provide the trustee and holders of the notes with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. We will also comply with the other provisions of the Trust Indenture Act Section 314(a).

Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the definition of other terms used herein for which no definition is provided.

“Acquired Indebtedness” means Indebtedness (i) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of Fisher or (ii) assumed in connection with the acquisition of assets from such Person, in each case whether or not incurred by such Person in connection with such Person becoming a Restricted Subsidiary of Fisher or such acquisition. Acquired Indebtedness shall be deemed to have been incurred, with respect to clause (i) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary of Fisher and, with respect to clause (ii) of the preceding sentence, on the date of consummation of such acquisition of assets.

“Affiliate” means a Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, Fisher. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, no Person (other than Fisher or any Subsidiary of Fisher) in whom a Receivables Entity makes an Investment in connection with a Qualified Receivables Transaction shall be deemed to be an Affiliate of Fisher or any of its Subsidiaries solely by reason of such Investment.

“all or substantially all” shall have the meaning given such phrase in the Revised Model Business Corporation Act.

“Asset Acquisition” means (a) an Investment by Fisher or any Restricted Subsidiary of Fisher in any other Person pursuant to which such Person shall become a Restricted Subsidiary of Fisher or any Restricted Subsidiary of Fisher, or shall be merged with or into Fisher or any Restricted Subsidiary of Fisher, or (b) the acquisition by Fisher or any Restricted Subsidiary of Fisher of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by Fisher or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than Fisher or a Restricted Subsidiary of Fisher of (a) any capital stock of any Restricted Subsidiary of Fisher; or (b) any other property or assets of Fisher or any Restricted Subsidiary of Fisher other than in the ordinary course of business; provided, however, that Asset Sales shall not include (i) any transaction or series of related transactions for which Fisher or its Restricted Subsidiaries receive aggregate consideration of less than $5.0 million, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of Fisher as permitted under the “Merger, Consolidation and Sale of Assets” covenant, (iii) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but

only in connection with the compromise or collection thereof, (iv) the factoring of accounts receivable arising in the ordinary course of business pursuant to arrangements customary in the industry, (v) the licensing of intellectual property, (vi) disposals or replacements of obsolete equipment in the ordinary course of business, (vii) the sale, lease, conveyance, disposition or other transfer by Fisher or any Restricted Subsidiary of assets or property in transactions constituting Investments that are not prohibited under the “Limitation on Restricted Payments” covenant, (viii) sales of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity, (ix) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Entity in a Qualified Receivables Transaction and (x) leases or subleases to third persons not interfering in any material respect with the business of Fisher or any of its Restricted Subsidiaries. For the purposes of clause (viii), Purchase Money Notes shall be deemed to be cash.

“Bank Indebtedness” means any and all amounts, whether outstanding on the Issue Date or thereafter incurred, payable under or in respect of the Credit Facility and any related notes, collateral documents, letters of credit and guarantees, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Fisher or any Restricted Subsidiary of Fisher whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, indemnities, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated) of corporate stock, including each class of common stock and preferred stock of such Person and (ii) with respect to any Person that is not a corporation, any and all partnership or other equity interests of such Person.

“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalents” means (i) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances (or, with respect to foreign banks, similar instruments) maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $200 million; (v) certificates of deposit or bankers’ acceptances or similar instruments maturing within one year from the date of acquisition thereof issued by any foreign bank that is a lender under the Credit Facility having at the date of acquisition thereof combined capital and surplus of not less than $500 million; (vi) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) or clause (v) above; and (vii) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (i) through (vi) above.

“Change of Control” means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Fisher to any Person or group of related Persons (other than one or more Permitted Holders) for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or

“Change of Control Triggering Event” means the occurrence of a Change of Control and the failure of the notes to have a Minimum Rating on the 30th day after the occurrence of such Change of Control.

“Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of (i) Consolidated Net Income and (ii) to the extent Consolidated Net Income has been reduced thereby, (A) all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period, (B) Consolidated Interest Expense, (C) Consolidated Non-cash Charges and (D) cash restructuring or nonrecurring charges, not to exceed $10.0 million in the aggregate for all periods after the Issue Date.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period, (ii) any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including pro forma adjustments for cost savings (“Cost Savings Adjustments”) that Fisher reasonably believes in good faith could have been achieved during the Four Quarter Period as a result of such acquisition or disposition (provided that both (A) such cost savings were identified and quantified in an officers’ certificate delivered to the trustee at the time of the consummation of the acquisition or disposition and (B) with respect to each acquisition or disposition completed prior to the 90th day preceding such date of determination, actions were commenced or initiated by Fisher within 90 days of such acquisition or disposition to effect such cost savings identified in such officers’ certificate and with respect to any other acquisition or disposition, such officers’ certificate sets forth the specific steps to be taken within the 90 days after such acquisition or disposition to accomplish such cost savings) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four Quarter Period, and (iii) any Asset Sales or Asset Acquisitions (including any Consolidated EBITDA (including any Cost Savings Adjustments) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period) that have been made by any Person that has become a Restricted Subsidiary of Fisher or has been merged with or into Fisher or any Restricted Subsidiary of Fisher during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date that would have constituted Asset Sales or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary of Fisher or subsequent to such Person’s merger into Fisher, as if such Asset Sale or Asset Acquisition (including

the incurrence, assumption or liability for any Indebtedness or Acquired Indebtedness in connection therewith) occurred on the first day of the Four Quarter Period; provided that to the extent that clause (ii) or (iii) of this sentence requires that pro forma effect be given to an Asset Sale or Asset Acquisition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed of for which financial information is available. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,” (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and (3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of (i) Consolidated Interest Expense (excluding amortization or write-off of debt issuance and currency hedging costs relating to the Perbio Acquisition and the financing therefor or relating to retired or existing Indebtedness and amortization or write-off of customary debt issuance costs relating to future Indebtedness incurred in compliance with the indenture) plus (ii) the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person (other than dividends paid in Qualified Capital Stock) times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated Federal, state and local tax rate of such Person expressed as a decimal.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication, (i) the aggregate of all cash and non-cash interest expense with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries, including the net costs associated with Interest Swap Obligations, for such period determined on a consolidated basis in conformity with GAAP, and (ii) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” of Fisher means, for any period, the aggregate net income (or loss) of Fisher and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (a) gains and losses from Asset Sales (without regard to the $5.0 million limitation set forth in the definition thereof) or abandonments or reserves relating thereto and the related tax effects according to GAAP, (b) gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP, (c) items classified as extraordinary, unusual or nonrecurring gains and losses (including without limitation (w) any charge or expense incurred for employee bonuses in connection with the Perbio Transactions, (x) any fees, expenses and charges associated with the Perbio Transactions, (y) any adjustment in the book value of any inventory acquired in connection with the Perbio Acquisition and (z) any charge or expense associated with the entry into and the initial borrowings under the Credit Facility and the amended and restated receivables purchase agreement dated as of February 14, 2003, and the issuance and sale of the Existing Senior Subordinated Notes on January 14, 2003), and the related tax effects according to GAAP, (d) the net income (or loss) of any Person acquired in a pooling of interests transaction accrued prior to the date it becomes a Restricted Subsidiary of Fisher or is merged or consolidated with Fisher or any Restricted Subsidiary of Fisher, (e) the net income of any Restricted Subsidiary of Fisher that is not a Subsidiary Guarantor to the extent that the declaration of dividends or similar distributions by

that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to the notes or the indenture and (z) restrictions in effect on the Issue Date with respect to a Restricted Subsidiary), except that (A) Fisher’s equity in the net income of any such Restricted Subsidiary for such period shall be included in Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to Fisher or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Restricted Subsidiary shall be included to the extent of the proportionate ownership of Fisher or any of its other Restricted Subsidiaries in such Restricted Subsidiary, (f) the net loss of any Person other than a Restricted Subsidiary of Fisher, (g) the net income of any Person, other than a Restricted Subsidiary, except to the extent of cash dividends or distributions paid to Fisher or a Restricted Subsidiary of Fisher by such Person unless, in the case of a Restricted Subsidiary of Fisher who receives such dividends or distributions, such Restricted Subsidiary is subject to clause (e) above, (h) any one-time non-cash compensation charges, and any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards, (i) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness and (j) any unrealized gains or losses in respect of Currency Agreements.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges which require an accrual of or a reserve for cash charges for any future period).

“Consolidated Total Assets” means, as of any date of determination, the total assets shown on the consolidated balance sheet of Fisher and its Restricted Subsidiaries as of the most recent date for which such a balance sheet is available, determined on a consolidated basis in accordance with GAAP (and, in the case of any determination relating to any incurrence of Indebtedness or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith).

“Continuing Directors” means, as of any date of determination, any member of the board of directors of Fisher who (i) was a member of such board of directors on the Issue Date, (ii) was nominated for election or elected to such board of directors with, or whose election to such board of directors was approved by, the affirmative vote of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election or (iii) is any designee of a Permitted Holder or was nominated by a Permitted Holder or any designees of a Permitted Holder on the board of directors.

“Credit Facility” means the credit agreement dated as of February 14, 2003, among Fisher, the other borrowers thereto from time to time, if any, the lenders party thereto from time to time and JP Morgan Chase Bank, as administrative agent, together with the related documents thereto (including, without limitation, any guarantee agreements, promissory notes and collateral documents), in each case as such agreements may be amended, supplemented or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original Credit Facility or one or more other credit agreements or otherwise) including, without limitation, to increase the amount of available borrowings thereunder or to add Restricted Subsidiaries as additional borrowers or guarantors or otherwise.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect Fisher or any Restricted Subsidiary of Fisher against fluctuations in currency values.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means any noncash consideration received by Fisher or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash

“Designated Senior Indebtedness” means (i) the Bank Indebtedness and (ii) any other Senior Indebtedness which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof, are committed to lend up to, at least $25 million and is specifically designated by Fisher in the instrument evidencing or governing such Senior Indebtedness or another writing as “Designated Senior Indebtedness” for purposes of the indenture.

“Disqualified Capital Stock” means that portion of any capital stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than an event which would constitute a Change of Control Triggering Event), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control Triggering Event) on or prior to the final maturity date of the notes.

“Existing Senior Notes” means any of (i) Fisher’s existing 7 1/8% Senior Notes due 2005 issued under the Senior Debt Securities Indenture dated as of December 18, 1995 and (ii) Fisher’s existing 2.50% Convertible Senior Notes due October 1, 2023 issued under the indenture dated as of July 7, 2003, and any notes issued in exchange therefor under such indenture.

“Existing Senior Subordinated Notes” means any of Fisher’s existing 8 1/8% Senior Subordinated Notes due 2012 issued under the indenture dated April 24, 2002.

“Fair Market Value” means, unless otherwise specified, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the board of directors of Fisher acting reasonably and in good faith and shall be evidenced by a resolution of the board of directors of Fisher delivered to the trustee.

“Foreign Subsidiary” means a Restricted Subsidiary of Fisher (i) that is organized in a jurisdiction other than the United States of America or a state thereof or the District of Columbia and (ii) with respect to which at least 90% of its sales (as determined in accordance with GAAP) are generated by operations located in jurisdictions outside the United States of America.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the Issue Date, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Guarantee” has the meaning given such term in the “Limitation on Guarantees by Restricted Subsidiaries” covenant.

“Indebtedness” means with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all Capitalized Lease Obligations of such Person, (iv) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), (v) all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, (vi) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (i) through (v) above and clause (viii) below, (vii) all obligations of any other Person of the type referred to in clauses (i) through (vi) which are secured by any Lien on any property or asset of such Person but which obligations are not assumed by such Person, the amount of such obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the obligation so secured, (viii) all obligations under currency swap agreements and interest swap agreements of such Person and

“Interest Swap Obligations” means the obligations of any Person, pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount.

“Investment” by any Person in any other Person means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any capital stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, such other Person. “Investment” shall exclude extensions of trade credit by Fisher and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of Fisher or such Restricted Subsidiary, as the case may be, and any guarantees. For the purposes of the “Limitation on Restricted Payments” covenant, (i) Fisher shall be deemed to have made an “Investment” equal to the fair market value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary and the aggregate amount of Investments made on the Issue Date shall exclude (to the extent the designation as an Unrestricted Subsidiary was included as a Restricted Payment) the fair market value of the net assets of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary, not to exceed the amount of the Investment deemed made at the date of designation thereof as an Unrestricted Subsidiary, and (ii) the amount of any Investment shall be the original cost of such Investment plus the cost of all additional Investments by Fisher or any of its Restricted Subsidiaries, without any adjustments for increases or decreases in value, or write-ups, writedowns or write-offs with respect to such Investment, reduced by the payment of dividends or distributions (including tax sharing payments) in connection with such Investment or any other amounts received in respect of such Investment; provided that no such payment of dividends or distributions or receipt of any such other amounts shall reduce the amount of any Investment if such payment of dividends or distributions or receipt of any such amounts would be included in Consolidated Net Income.

“Investors” means (i) Thomas H. Lee Company, a sole proprietorship located in Massachusetts (“THL”), (ii) any Affiliate of THL, (iii) any officer, employee or consultant of THL, (iv) Thomas H. Lee Equity Fund, III L.P., Thomas H. Lee Foreign Fund III, L.P., THL-CCI Limited Partnership, and THL FSI Equity Investors, L.P. (collectively, the “THL Investors”) and (v) any limited or general partner, stockholder, officer, employee or consultant of any THL Investor.

“Joint Venture” means a corporation, partnership or other business entity, other than a Subsidiary of Fisher, engaged or proposed to be engaged in the same or a similar line of business as Fisher in which Fisher owns, directly or indirectly, not less than 20% and not more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers and trustees thereof, with the balance of the ownership interests being held by one or more investors.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

“Management Stockholders” means Paul M. Montrone, Paul M. Meister and individuals who are officers, directors, employees and other members of the management of Fisher as of the Issue Date, or immediate family members or relatives thereof, or trusts or partnerships for the benefit of, or companies or other entities owned by, any of the foregoing, or any of their heirs, executors, successors or legal representatives, who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, common stock of Fisher.

“Minimum Rating” means (i) a rating of at least BBB- (or equivalent successor rating) by S&P and (ii) a rating of at least Baa3 (or equivalent successor rating) by Moody’s.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by Fisher or any of its Subsidiaries from such Asset Sale net of (a) out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements, (c) repayment of Senior Indebtedness that is required to be repaid in connection with such Asset Sale, (d) any portion of cash proceeds which Fisher determines in good faith should be reserved for post-closing adjustments, it being understood and agreed that on the day that all such post-closing adjustments have been determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by Fisher or any of its Subsidiaries shall constitute Net Cash Proceeds on such date; provided that, in the case of the sale by Fisher of an asset constituting an Investment made after the Issue Date (other than a Permitted Investment), the “Net Cash Proceeds” in respect of such Asset Sale shall not include the lesser of (x) the cash received with respect to such Asset Sale and (y) the initial amount of such Investment, less, in the case of clause (y), all amounts (up to an amount not to exceed the initial amount of such Investment) received by Fisher with respect to such Investment, whether by dividend, sale, liquidation or repayment, in each case prior to the date of such Asset Sale.

“Perbio Acquisition” means (a) the acquisition by a Wholly Owned Subsidiary of Fisher of more than 50% of the outstanding shares of Perbio Science AB pursuant to a tender offer and (b) if such tender offer results in less than 100% of the shares of Perbio Science AB being so acquired, any subsequent acquisitions by a Wholly Owned Subsidiary of Fisher of additional shares of Perbio Science AB from third parties (including pursuant to any compulsory acquisition procedure under the laws of Sweden).

“Perbio Transactions” means (a) the Perbio Acquisition, (b) the financing for the Perbio Acquisition including the entry into the indenture and the offer and issuance of the notes on the Issue Date and borrowings under the Credit Facility and (c) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

“Permitted Holder” means and includes (i) the Investors, (ii) the Management Stockholders, (iii) any corporation the outstanding voting power of the capital stock of which is beneficially owned, directly or indirectly, by the stockholders of Fisher in substantially the same proportions as their ownership of the voting power of the capital stock of Fisher, (iii) any Plan, (iv) any underwriter during the period engaged in a firm commitment underwriting on behalf of Fisher with respect to the shares of capital stock being underwritten or (v) Fisher or any Subsidiary of Fisher.

“Permitted Indebtedness” means, without duplication, (i) the notes issued on the Issue Date and the exchange notes, (ii) the Existing Senior Notes and Existing Senior Subordinated Notes, (iii) Indebtedness incurred pursuant to the Credit Facility in an aggregate principal amount at any time outstanding not to exceed in the aggregate the amount equal to (A) $1.1 billion, plus (B) in the case of any refinancing of the

Credit Facility or any portion thereof, the aggregate fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing, (iv) Indebtedness of Foreign Subsidiaries incurred solely for working capital purposes of such Foreign Subsidiaries, (v) Indebtedness of Fisher and its Restricted Subsidiaries outstanding on the Issue Date (other than indebtedness described in clause (i), (ii) or (iii) above), (vi) Interest Swap Obligations of Fisher or any of its Restricted Subsidiaries covering Indebtedness of Fisher or any of its Restricted Subsidiaries; provided that any Indebtedness to which any such Interest Swap Obligations correspond is otherwise permitted to be incurred under the indenture; provided, further, that such Interest Swap Obligations are entered into, in the judgment of Fisher, to protect Fisher and its Restricted Subsidiaries from fluctuation in interest rates on their respective outstanding Indebtedness, (vii) Indebtedness of Fisher or any of its Restricted Subsidiaries under Currency Agreements entered into, in the judgment of Fisher, to protect Fisher or such Restricted Subsidiary from fluctuation in foreign currency exchange rates, (viii) Indebtedness owed by any Restricted Subsidiary of Fisher to Fisher or any Restricted Subsidiary of Fisher or by Fisher to any Restricted Subsidiary, (ix) Acquired Indebtedness of Fisher or any Restricted Subsidiary of Fisher to the extent Fisher could have incurred such Indebtedness in accordance with clause (i) or (ii) of the first proviso to the “Limitation on Incurrence of Additional Indebtedness” covenant on the date such Indebtedness became Acquired Indebtedness; provided that, in the case of Acquired Indebtedness of a Restricted Subsidiary of Fisher, such Acquired Indebtedness was not incurred in connection with such Person becoming a Restricted Subsidiary of Fisher, (x) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business, (xi) any refinancing, modification, replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of existing or future Indebtedness, including any additional Indebtedness incurred to pay interest or premiums required by the instruments governing such existing or future Indebtedness as in effect at the time of issuance thereof (“Required Premiums”) and fees in connection therewith; provided that any such event shall not (1) result in an increase in the aggregate principal amount of Permitted Indebtedness (except to the extent such increase is a result of a simultaneous incurrence of additional Indebtedness (A) to pay Required Premiums and related fees or (B) otherwise permitted to be incurred under the indenture) of Fisher and its Restricted Subsidiaries and (2) other than with respect to Senior Indebtedness, create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is less than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold (except that this subclause (2) will not apply in the event the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold was originally incurred in reliance upon clause (viii) or (xvii) of this definition); provided that no Restricted Subsidiary of Fisher may refinance any Indebtedness pursuant to this clause (xi) other than its own Indebtedness, (xii) Indebtedness (including Capitalized Lease Obligations) incurred by Fisher or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the capital stock of any Person owning such assets) in an aggregate principal amount outstanding not to exceed the greater of $60.0 million and 3.0% of Consolidated Total Assets at the time of any incurrence thereof (which amount shall be deemed not to include any such Indebtedness incurred in whole or in part under the Credit Facility to the extent permitted by clause (iii) above), (xiii) the incurrence by a Receivables Entity of Indebtedness in a Qualified Receivables Transaction that is not recourse to Fisher or any Restricted Subsidiary of Fisher (except for Standard Securitization Undertakings), and the incurrence by a Receivables Entity of Indebtedness under a Purchase Money Note, (xiv) Indebtedness incurred by Fisher or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, (xv) Indebtedness arising from agreements of Fisher or a Restricted Subsidiary of Fisher providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of Fisher, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds

“Permitted Investments” means (i) Investments by Fisher or any Restricted Subsidiary of Fisher in any Restricted Subsidiary of Fisher (whether existing on the Issue Date or created thereafter) and Investments in Fisher by any Restricted Subsidiary of Fisher; (ii) cash and Cash Equivalents; (iii) Investments existing on the Issue Date; (iv) loans and advances to employees, officers and directors of Fisher and its Restricted Subsidiaries not in excess of $10.0 million at any one time outstanding; (v) accounts receivable owing to Fisher or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Fisher or such Restricted Subsidiary deems reasonable under the circumstances; (vi) Currency Agreements and Interest Swap Obligations entered into by Fisher or any of its Restricted Subsidiaries for bona fide business reasons and not for speculative purposes, and otherwise in compliance with the indenture; (vii) Investments in securities of or other investments in trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (viii) Investments in the notes, the Existing Senior Notes and the Existing Senior Subordinated Notes; (ix) Investments by Fisher or any Restricted Subsidiary of Fisher in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary of Fisher or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, Fisher or a Restricted Subsidiary of Fisher; (x) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (x) that are at the time outstanding, not exceeding $15.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), plus an amount equal to (A) 100% of the aggregate net cash proceeds received by Fisher from any Person (other than a Subsidiary of Fisher) from the issuance and sale subsequent to the Issue Date of Qualified Capital Stock of Fisher (including Qualified Capital Stock issued upon the conversion of convertible Indebtedness or in exchange for outstanding Indebtedness or as capital contributions to Fisher (other than from a Subsidiary)) and (B) without duplication of any amounts included in clause (x)(A) above, 100% of the aggregate net cash proceeds of any equity contribution received by Fisher from a holder of its capital stock, that in the case of amounts described in clause (x)(A) or (x)(B) are applied by Fisher within 180 days after receipt, to make additional Permitted Investments under this clause (x) (such additional Permitted Investments being referred to collectively as “Stock Permitted Investments”); (xi) any Investment by Fisher or a Restricted Subsidiary of Fisher in a Receivables Entity or any Investment by a Receivables Entity in any other Person in connection with a Qualified Receivables Transaction, including investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness; provided that any Investment in a Receivables Entity is in the form of a Purchase Money Note, contribution of additional Receivables or an equity interest; (xii) Investments received by Fisher or its Restricted Subsidiaries as consideration for asset sales, including Asset Sales; provided in the case of an Asset Sale, (A) such Investment does not exceed 25% of the consideration received for such Asset Sale and (B) such Asset Sale is otherwise effected in compliance with the “Limitation on Asset Sales” covenant; (xiii) Investments by Fisher or its Restricted Subsidiaries in Joint Ventures in an aggregate amount not in excess of $50.0 million; and (xiv) that portion of any Investment where the consideration provided by Fisher is capital stock of Fisher (other than Disqualified Capital Stock). Any net cash proceeds that are used by Fisher or any of its Restricted Subsidiaries to make Stock Permitted Investments pursuant to clause (x) of this definition shall not be included in sub clauses (v) or (w) of clause (iii) of the first paragraph of the “Limitation on Restricted Payments” covenant.


	(i) Liens securing the notes and the Existing Senior Notes;

	(ii) Liens securing Acquired Indebtedness; provided that such Liens do not extend to or cover any property or assets of Fisher or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of Fisher or a Restricted Subsidiary of Fisher;

	(iii) Liens existing on the Issue Date, together with any Liens securing Indebtedness permitted to be incurred under the indenture in order to refinance the Indebtedness secured by Liens existing on the Issue Date; provided that the Liens securing the refinancing Indebtedness shall not extend to property (plus improvements, accessions, proceeds or distributions in respect thereof) other than that securing the Indebtedness being refinanced;

	(iv) Liens in favor of Fisher on the property or assets, or any proceeds, income or profit therefrom, of any Restricted Subsidiary;

	(v) Liens on property existing at the time of acquisition thereof by Fisher or a Restricted Subsidiary, other than Liens securing Acquired Indebtedness; provided that such Liens were in existence prior to such acquisition and do not extend to any property other than the property so acquired by Fisher or a Restricted Subsidiary;

	(vi) Liens on property of a Person at the time such Person is merged or consolidated with Fisher or a Restricted Subsidiary, other than Liens securing Acquired Indebtedness; provided that such Liens were in existence prior to such merger or consolidation and do not extend to any assets other than those of the Person merged or consolidated with Fisher or a Restricted Subsidiary; and

	(vii) other Liens securing Senior Subordinated Indebtedness, provided that the maximum aggregate amount of outstanding obligations secured thereby shall not at any time exceed $15.0 million.

“Person” means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof or any other entity.

“Plan” means any employee benefit plan, retirement plan, deferred compensation plan, restricted stock plan, health, life, disability or other insurance plan or program, employee stock purchase plan, employee stock ownership plan, pension plan, stock option plan or similar plan or arrangement of Fisher or any Subsidiary of Fisher, or other successor plan thereof, and “Plans” shall have a correlative meaning.

“Preferred Stock” of any Person means any capital stock of such Person that has preferential rights to any other capital stock of such Person with respect to dividends or redemptions or upon liquidation.

“Productive Assets” means assets (including capital stock of a Person that directly or indirectly owns assets) of a kind used or usable in the businesses of Fisher and its Restricted Subsidiaries as, or related to such business, conducted on the date of the relevant Asset Sale.

“Purchase Money Note” means a promissory note of a Receivables Entity evidencing a line of credit, which may be irrevocable, from Fisher or any Subsidiary of Fisher in connection with a Qualified Receivables Transaction to a Receivables Entity, which note (a) shall be repaid from cash available to the Receivables Entity, other than (i) amounts required to be established as reserves pursuant to agreements, (ii) amounts paid to investors in respect of interest, (iii) principal and other amounts owing to such investors and amounts owing to such investors and (iv) amounts paid in connection with the purchase of newly generated receivables and (b) may be subordinated to the payments described in (a).

“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the capital stock of any Person owning such property or assets, or otherwise.

“Qualified Capital Stock” means any stock that is not Disqualified Capital Stock.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by Fisher or any of its Subsidiaries pursuant to which Fisher or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Entity (in the case of a transfer by Fisher or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Fisher or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable. The grant of a security interest in any accounts receivable of Fisher or any of its Restricted Subsidiaries to secure Bank Indebtedness shall not be deemed a Qualified Receivables Transaction.

“Receivables Entity” means a Wholly Owned Subsidiary of Fisher (or another Person in which Fisher or any Subsidiary of Fisher makes an Investment and to which Fisher or any Subsidiary of Fisher transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of Fisher (as provided below) as a Receivables Entity (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is guaranteed by Fisher or any Subsidiary of Fisher (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Fisher or any Subsidiary of Fisher in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of Fisher or any Subsidiary of Fisher, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither Fisher nor any Subsidiary of Fisher has any material contract, agreement, arrangement or understanding other than on terms which Fisher reasonably believes to be no less favorable to Fisher or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Fisher, other than fees payable in the ordinary course of business in connection with servicing accounts receivable, and (c) to which neither Fisher nor any Subsidiary of Fisher has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results other than through the contribution of additional Receivables, related security and collections thereto and proceeds of the foregoing. Any such designation by the board of directors of Fisher shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the board of directors of Fisher giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Representative” means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Indebtedness; provided that if, and for so long as, any Designated Senior Indebtedness lacks such a representative, then the Representative for such Designated Senior Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Indebtedness in respect of any Designated Senior Indebtedness.

“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc., and its successors.

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to Fisher or a Restricted Subsidiary of any property, whether owned by Fisher or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by Fisher or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.

“Secured Indebtedness” means any Indebtedness of Fisher secured by a Lien.

“Senior Indebtedness” means (i) the Bank Indebtedness and (ii) all Indebtedness of Fisher, including interest thereon (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Fisher or any Restricted Subsidiary of Fisher whether or not a claim for post-filing interest is allowed in such proceedings), whether outstanding on the Issue Date or thereafter incurred, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is expressly provided that such obligations are not superior in right of payment to the notes; provided, however, that Senior Indebtedness shall not include (1) any obligation of Fisher to any Subsidiary of Fisher, (2) any liability for Federal, state, local or other taxes owed or owing by Fisher, (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities), (4) any Indebtedness of Fisher which is expressly subordinate in right of payment to any other Indebtedness of Fisher, including any Senior Subordinated Indebtedness and any Subordinated Obligations, (5) any obligations with respect to any capital stock or (6) that portion of any Indebtedness incurred in violation of the indenture provisions set forth under “Limitation on Incurrence of Additional Indebtedness” (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (6) if the holder(s) of such obligation or their representative and the trustee shall have received an Officers’ Certificate of Fisher to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit Indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the indenture).

“Senior Subordinated Indebtedness” means the notes, the Existing Senior Subordinated Notes and any other Indebtedness of Fisher that specifically provides that such Indebtedness is to rank pari passu with the notes and is not by its express terms subordinate in right of payment to any Indebtedness of Fisher which is not Senior Indebtedness.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of Fisher within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC, as in effect on the Issue Date.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Fisher or any Subsidiary of Fisher which Fisher reasonably believes to be customary in an accounts receivable transaction.

“Subordinated Obligation” means any Indebtedness of Fisher (whether outstanding on the Issue Date or thereafter incurred) which is expressly subordinate in right of payment to the notes pursuant to a written agreement.

“Subsidiary” means, with respect to any Person, (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

“Subsidiary Guarantor” means a Restricted Subsidiary of Fisher that executes and delivers a supplemental indenture pursuant to the “Limitation on Guarantees by Restricted Subsidiaries” covenant.

“Unrestricted Subsidiary” of any Person means (i) any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the board of directors of such Person in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The board of directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any capital stock of, or owns or holds any Lien on any property of, Fisher or any other Restricted Subsidiary of Fisher that is not a Subsidiary of the Subsidiary to be so designated; provided that (A) such designation was made at or prior to the Issue Date, (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (C) if such Subsidiary has consolidated assets greater than $1,000, then Fisher certifies to the trustee that such designation complies with the “Limitation on Restricted Payments” covenant, and that each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one twelfth) which will elapse between such date and the making of such payment.

“Wholly Owned Subsidiary” means any Restricted Subsidiary of Fisher all the outstanding voting securities of which (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned, directly or indirectly, by Fisher.

All interests in the global notes will be subject to the operations and procedures of DTC, the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. We are not responsible for those operations or procedures.


	•	a limited purpose trust company organized under the laws of the State of New York;

	•	a “banking organization” within the meaning of the New York State Banking Law;

	•	a member of the Federal Reserve System;

	•	a “clearing corporation” within the meaning of the Uniform Commercial Code; and

	•	a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers of the original notes; banks and trust companies; clearing corporations and other organizations. Access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:


	•	will not be entitled to have notes represented by the global note registered in their names;

	•	will not receive or be entitled to receive physical, certificated notes; and

	•	will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:


	•	DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed by us within 90 days;

	•	DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed by us within 90 days;

	•	we, at our option, notify the trustee that we elect to cause the issuance of certificated notes; or

	•	certain other events provided in the indenture should occur.

The following is a discussion of material U.S. federal income tax consequences of the exchange of original notes for exchange notes pursuant to the exchange offer and the ownership and disposition of the exchange notes. This discussion applies only to a beneficial owner of an original note that acquired such original note of the initial offering and that acquires an exchange note pursuant to the exchange offer. This discussion assumes that the exchange notes are held as capital assets. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations (including proposed Treasury regulations) issued thereunder, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change or differing interpretation, possibly with retroactive effect.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances, such as holders that are subject to special tax treatment (for example, banks, regulated investment companies, insurance companies, dealers in securities or currencies, entities that are treated as partnerships for U.S. federal income tax purposes or other pass-through entities, tax-exempt organizations, or persons holding exchange notes as part of a straddle, hedge, conversion transaction or other integrated investment), nor does it address alternative minimum taxes or state, local or foreign taxes. If a partnership holds the exchange notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership.

Holders of the notes are urged to consult their tax advisors with respect to the U.S. federal income tax consequences of the ownership and disposition of exchange notes in light of their particular circumstances, as well as the effect of any state, local or foreign tax laws.

As used in this discussion, the term “U.S. holder” means a beneficial owner of the exchange notes that is, for U.S. federal income tax purposes:


	•	an individual who is a citizen or resident of the U.S.;

	•	a corporation or other entity treated as a corporation for U.S. federal income tax purposes, in each case, that is created or organized under the laws of the U.S. or any political subdivision thereof;

	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

	•	a trust (x) if a court within the U.S. is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y) if the trust was in existence on August 20, 1996 and has elected to continue to be treated as a U.S. person.

The exchange of an original note for an exchange note pursuant to the exchange offer will not constitute a “significant modification” of the original note for U.S. federal income tax purposes and, accordingly, the exchange note received will be treated as a continuation of the original note in the hands of such holder. As a result, there will be no U.S. federal income tax consequences to a U.S. holder that exchanges an original note for an exchange note pursuant to the exchange offer. The holding period for the exchange note will include the period during which the U.S. holder held the original notes.

Stated interest payable on the exchange notes generally will be included in the gross income of a U.S. holder as ordinary interest income at the time accrued or received, in accordance with such U.S. holder’s method of accounting for U.S. federal income tax purposes.

A U.S. holder whose basis in a note immediately after its acquisition by such U.S. holder exceeds all amounts payable on such note after such purchase (other than stated interest) will be considered as having purchased the note with “bond premium”. A U.S. holder generally may elect to amortize bond premium over the remaining term of the note (or, if the exercise of our call option would increase the yield to such U.S. Holder, until the earlier call date), using a constant yield method, as an offset to interest income. An electing U.S. holder must reduce its tax basis in the note by the amount of the bond premium amortized. The election to amortize bond premium, once made, will apply to all debt obligations held or subsequently acquired by the electing U.S. holder on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

A U.S. holder will recognize gain or loss on the sale, exchange or other taxable disposition (collectively, a “disposition”) of exchange notes (including a redemption for cash) in an amount equal to the difference between the amount realized by such U.S. holder on such disposition (except to the extent such amount is attributable to accrued interest, which will be taxable as ordinary income to the extent not previously includible in income) and such U.S. holder’s adjusted tax basis in such exchange notes, which should be the U.S. holder’s purchase price for the original notes exchanged therefor reduced by amortized bond premium. Capital gain or loss will be long-term capital gain or loss if, at the time of the disposition of a note, the U.S. holder’s holding period for the note is more than one year. Net capital losses are subject to certain limitations.

At the time we issued the original notes, there was a possibility that we would have been obliged to pay liquidated damages if the exchange offer registration statement were not timely filed or declared effective within the applicable time periods or we would have been obliged to pay 101% of the principal amount of the notes under the circumstances described above under the heading “Description of Notes — Change of Control,” and that, in each case, the notes would be treated as contingent payment debt instruments. At the time we issued the original notes, we took the position that the possibility of the original notes being treated as contingent payment debt instruments was remote. We continue to believe that neither the original notes nor the exchange notes are contingent payment debt instruments. Such determination by us is binding on all holders except a holder that discloses its differing position in a statement attached to its timely filed United States federal income tax return for the taxable year during which a note was acquired. Our determination is not binding on the IRS. If the IRS were successfully to maintain that the notes are contingent payment debt instruments, the timing and character of income and gain realized on the notes may be different from the consequences described herein.

The following discussion is addressed to non-U.S. holders of exchange notes. For purposes of this discussion, a “non-U.S. holder” is a holder of exchange notes that is for U.S. federal income tax purposes:


	•	an individual who is neither a citizen nor a resident of the United States;

	•	a corporation (or any entity treated as a corporation for U.S. federal income tax purposes) that is not created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

	•	an estate the income of which is not subject to U.S. federal income taxation regardless of its source; or

	•	a trust unless (1) it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The exchange of an original note for an exchange note pursuant to the exchange offer will not constitute a “significant modification” of the original note for U.S. federal income tax purposes and, accordingly, the exchange note received will be treated as a continuation of the original note in the hands of such holder. As a result, there will be no U.S. federal income tax consequences to a non-U.S. holder who exchanges an original note for an exchange note pursuant to the exchange offer.

U.S. federal withholding tax at a 30% rate (or, if certain tax treaties apply, such lower rate as provided) will not apply to any payment of interest on the exchange notes to a non-U.S. holder provided that:


	•	the non-U.S. holder (a) does not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury regulations and (b) is not a controlled foreign corporation related to us directly or constructively through stock ownership; and

	•	(a) the non-U.S. holder provides its name, address and certain other information on an appropriate IRS form (or substitute form) and certifies, under penalties of perjury, that it is not a U.S. person or (b) the non-U.S. holder holds its exchange notes through certain foreign intermediaries or certain foreign partnerships and certain certification requirements are satisfied.

In addition, U.S. federal withholding tax will generally not apply to any payment of interest that is effectively connected with a trade or business in the U.S. provided that certain certification requirements are satisfied.

In general, U.S. federal withholding tax will not apply to any gain or income realized by a non-U.S. holder on the disposition of the exchange notes.

If a non-U.S. holder is engaged in a trade or business in the U.S. (or, if certain tax treaties apply, if the non-U.S. holder maintains a permanent establishment within the U.S.) and interest on the exchange notes is effectively connected with the conduct of that trade or business (or, if certain tax treaties apply, attributable to that permanent establishment), such non-U.S. holder will be subject to U.S. federal income tax on such interest on a net income basis in the same manner as if such non-U.S. holder were a U.S. holder. In addition, a non-U.S. holder that is a foreign corporation may be subject to a 30% (or, if certain tax treaties apply, such lower rate as provided) branch profits tax.

Any gain or income realized on the disposition of exchange notes by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:


	•	that gain or income is effectively connected with the non-U.S. holder’s conduct of a trade or business in the U.S. (or, if certain tax treaties apply, is attributable to a U.S. permanent establishment maintained by the non-U.S. holder), in which case such gain or income will be taxed on a net income basis in the same manner as interest that is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business; or

	•	the non-U.S. holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the excess, if any, of such gain plus all other U.S. source capital gains recognized during the same taxable year over the non-U.S. holder’s U.S. source capital losses recognized during such taxable year.

Unless a U.S. holder is an exempt recipient, such as a corporation, payments of interest on the exchange notes and proceeds from the disposition of the exchange notes may be subject to backup withholding if such U.S. holder fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable certification requirements. The backup withholding rate is currently 28%. Any amounts withheld under the backup withholding rules will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

In general, backup withholding will not apply to payments of interest on the exchange notes or proceeds from the disposition of the exchange notes if the non-U.S. holder has provided the required certification that it is a non-U.S. holder and the payor does not have actual knowledge that the holder is a U.S. holder. Any amounts withheld under the backup withholding rules will be allowed as a credit against the non-U.S. holder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where the original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale. These resales may be made at market prices prevailing at the time of resale, at prices related to these prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any of the exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an underwriter within the meaning of the Securities Act, and any profit on the resale of exchange notes and any commission or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. Any broker-dealer that resells notes that were received by it for its own account in the exchange offer and any broker-dealer that participates in a distribution of those notes may be deemed to be an underwriter within the meaning of the Securities Act and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of its original notes directly from us:


	•	may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

	•	must also be named as a selling holder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the notes, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the notes, including any broker-dealers, against various liabilities, including liabilities under the Securities Act.

Debevoise & Plimpton LLP, New York, New York, will pass upon the validity of the notes offered hereby.

The financial statements and the related financial statement schedule incorporated in this prospectus by reference from Fisher Scientific International Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their

This prospectus is part of a Registration Statement that we filed with the SEC. The Registration Statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some of the information about Fisher Scientific International Inc. In addition, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available free of charge to the public at the SEC’s Web site at www.sec.gov. In addition, all of the Company’s filings with the SEC are available free of charge through the Company’s website at www.fisherscientific.com immediately upon filing.

Our common stock is listed on the New York Stock Exchange, Inc. You can also inspect reports and other information concerning us at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

The rules of the SEC allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to that information. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference in this prospectus the documents listed below and any future documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus:


	•	Our annual report on Form 10-K for the year ended December 31, 2002;

	•	Our quarterly report on Form 10-Q for the quarter ended March 31, 2003;

	•	Our quarterly report on Form 10-Q for the quarter ended June 30, 2003;

	•	Our quarterly report on Form 10-Q for the quarter ended September 30, 2003;

	•	Our current report on Form 8-K, filed with the SEC on October 1, 2003;

	•	Our current report on Form 8-K, filed with the SEC on October 3, 2003;

	•	Two current reports on Form 8-K, disclosing information under item 5, filed with the SEC on October 21, 2003;

	•	Our current report on Form 8-K, disclosing information under items 9 and 12, filed with the SEC on October 30, 2003;

	•	Our current report on Form 8-K/ A, filed with the SEC on November 14, 2003;

	•	Our current reports on Form 8-K, filed with the SEC on December 9, 2003; January 13, 2004; and January 20, 2004; and

	•	Our current reports on Form 8-K, disclosing information under item 5, filed with the SEC on February 5, 2004 and February 11, 2004.

If you request a copy of any or all of the documents incorporated by reference, we will send to you the copies requested at no charge. However, we will not send exhibits to such documents unless such exhibits are

In order to obtain timely delivery, you must request this information no later than 5 business days before you make your investment decision.

You should rely only on the information provided in this document or incorporated in this document by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this document is accurate as of any date other than that on the front of the document.

No dealer, sales person or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdiction where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Until , 2004, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Section 145 of the Delaware General Corporation Law, as amended, provides in regards to indemnification of directors and officers as follows:

145. Indemnification of Officers, Directors, Employees and Agents; Insurance. (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal administrative or investigative action, suit or proceeding may be paid by the corporation in advance of

(f) The indemnification and advancement of expenses provided by, or granted pursuant to the other subsections of this section, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE FIFTEENTH of Fisher’s Certificate of Incorporation provides as follows:

Fifteenth: (a) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. (b)(1) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or the person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans,

whether the basis of such proceeding is alleged action or inaction in an official capacity as a director officer, employee or agent or in any other capacity while serving as a director, officer, employee, or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in this paragraph (b) the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this paragraph (b) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(2) Right of Claimant to Bring Suit. If a claim under subparagraph (b)(i) is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceedings in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard or conduct.

(3) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this paragraph (b) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

(4) Insurance. The Corporation may maintain insurance, at its expense, to project itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

	(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.


	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4) Insofar as indemnifications for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person, if any, of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(5) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such requests, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the requests.

	(6) The undersigned registrant hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Pursuant to the requirements of the Securities Act of 1933, the registrant (i) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and (ii) has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hampton, State of New Hampshire, on this 1st day of March, 2004.


	By:	/s/ TODD M. DUCHENE



	Name: Todd M. DuChene
	Title: Vice President, General Counsel and Secretary

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul M. Meister, Todd M. DuChene, and Kevin P. Clark, or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and any related registration statement filed pursuant to Rule 462(b)) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities with Fisher Scientific International Inc. and on the dates indicated.


Delaware	5049	02-0451017
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. Employer Identification Number)






		Proposed maximum	Proposed maximum
Title of each class of	Amount to be	offering price per	aggregate offering	Amount of
securities to be registered	registered	share(1)	price(1)	registration fee


8% Senior Subordinated Notes due 2013	$150,000,000	100%	$150,000,000	$19,005


	Page

Summary		1
Risk Factors		13
Special Note Regarding Forward-Looking Information		19
Use of Proceeds		19
Ratio of Earnings to Fixed Charges		20
The Exchange Offer		21
Description of the Notes		30
Book-Entry Settlement and Clearance		61
Material U.S. Federal Income Tax Consequences		63
Plan of Distribution		67
Legal Matters		67
Experts		67
Where You Can Find More Information		68
Incorporation By Reference		68
REGISTRATION RIGHTS AGREEMENT
OPINION OF DEBEVOISE & PLIMPTON LLP
2ND AMENDMENT TO AMENDED & RESTATED CREDIT AGMNT
1ST. AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT
CONSENT OF DELOITTE & TOUCHE LLP
T-1
FORM OF LETTER OF TRANSMITTAL
FORM OF NOTICE OF GUARANTEED DELIVERY
FOMR OF LETTER TO CLIENTS
FORM OF LETTER TO BROKERS, DEALERS


Year	Redemption Price

2008		104.000%
2009		102.667%
2010		101.333%
2011 and thereafter		100.000%


Exhibit
No.		Description

	3.01	Amended and Restated Certificate of Incorporation of the registrant, as amended. Incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed on May 15, 2002.
	3.02	Certificate of Designation of Non-Voting Stock of the registrant. Incorporated by reference to Exhibit 3.3 to the registrant’s Annual Report on Form 10-K filed on March 31, 1999.
	3.03	Certificate of Designation of Series B Non-Voting Common Stock. Incorporated by reference to Exhibit 3.4 to the registrant’s Annual Report on Form 10-K filed on March 31, 1999.
	3.04	Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-44400) filed on August 24, 2000.
	3.05	Certificate of Correction to the Restated Certificate of Incorporation of Fisher Scientific International Inc. Incorporated by reference to Exhibit 3.6 to the registrant’s Annual Report on Form 10-K filed on March 28, 2002.
	3.06	Certificate of Amendment of Restated Certificate of Incorporation of Fisher Scientific International Inc. Included in an exhibit to the Company’s Registration Statement on Form S-3 (Registration no. 333-108448), dated September 3, 2003, and incorporated herein by reference.
	4.01	Form of Senior Indenture. Included in an exhibit to the Company’s Registration Statement on Form S-3 (Registration no. 333-108448), dated September 3, 2003, and incorporated herein by reference.
	4.02	Form of Subordinated Indenture. Included in an exhibit to the Company’s Registration Statement on Form S-3 (Registration no. 333-108448), dated September 3, 2003, and incorporated herein by reference.
	4.03	Form of Junior Subordinated Indenture. Included in an exhibit to the Company’s Registration Statement on Form S-3 (Registration no. 333-108448), dated September 3, 2003, and incorporated herein by reference.
	4.04	Specimen Certificate of Common Stock, $.01 par value per share, of the Company. Incorporated by reference to Exhibit 4.1 to the registrant’s Annual Report on Form 10-K filed on March 28, 2002.
	4.05	Certificate of Designation of Non-Voting Stock (see Exhibit 3.02).
	4.06	Certificate of Designation of Series B Non-Voting Common Stock (see Exhibit 3.03).
	4.07	Senior Debt Securities Indenture dated as of December 18, 1995 between the Company and Mellon Bank, N.A., as Trustee. Included as an exhibit to the Company’s Registration Statement on Form S-3 (Registration no. 333-99884) filed with the Securities and Exchange Commission on November 30, 1995 and incorporated herein by reference.
	4.08	Indenture dated as of April 24, 2002 between Fisher and J.P. Morgan Trust Company, National Association, as Trustee, relating to the 8 1/8 percent Senior Subordinated Notes due 2012. Incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-88362) filed on May 15, 2002.
	4.09	Supplemental Indenture No. 1 dated as of March 7, 2003 between the registrant and J.P. Morgan Trust Company, National Association. Incorporated by reference to Exhibit 4.7 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-104361) filed on April 7, 2003.
	4.10	Form of 8 1/8% Senior Subordinated Notes due 2012 (included in Exhibit 4.08).
	4.11	Indenture, dated as of July 7, 2003, by and between Fisher Scientific International Inc. and J.P. Morgan Trust Company, National Association, as Trustee. Incorporated by reference to Exhibit 4.11 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-104361) filed on July 10, 2003.
	4.12	Registration Rights Agreement, dated as of July 7, 2003, among Fisher Scientific International Inc. and Goldman Sachs & Co. Incorporated by reference to Exhibit 4.12 to the registrant’s Registration Statement on Form S-4 (Registration no. 333-104361) filed on July 10, 2003.


Principal Amount		Annual Interest		Final Distribution Date

	$150,000,000		8%		September 1, 2013


	•	Scientific products and services. This segment manufactures and distributes a broad range of biochemicals, organic and inorganic chemicals, sera, cell-culture media, sterile liquid-handling systems, scientific instruments and equipment, safety products and other consumable supplies. In addition, this segment provides pharmaceutical services for clinical trials, combinatorial chemistry, custom-chemical synthesis, supply-chain management, and a number of other value-added services. In 2003, this segment generated revenues and operating income of $2,501.0 million and $230.0 million, respectively.

	•	Healthcare products and services. This segment manufactures and distributes a wide array of diagnostic kits and reagents, consumable supplies, equipment, instruments, and medical devices to hospitals, clinical laboratories and physicians’ offices. Additionally, this segment provides outsourced manufacturing services for diagnostic reagents, calibrators and controls to the healthcare and pharmaceutical industries. In 2003, this segment generated revenues and operating income of $877.2 million and $35.7 million, respectively.

	•	Lab Workstations. This segment manufactures and sells state-of-the-art laboratory workstations and fume hoods and provides lab-design services for pharmaceutical and biotech customers, colleges and universities, hospitals and reference labs, and secondary schools. In 2003, this segment generated revenues and operating income of $206.1 million and $11.1 million, respectively.


	•	the issuance and sale of $150 million of our 8% senior subordinated notes due 2013 at a yield to maturity of 6.75%;

	•	the purchase of $141.6 million outstanding aggregate principal amount of our 7 1/8% senior notes due 2005;

	•	the redemption of $46.0 million principal amount of our outstanding 8 1/8% senior subordinated notes due 2012;


	•	the repayment of $157.4 million of the term loans under our senior credit facility; and

	•	the amendment of our senior credit facility to create a $440 million term loan C facility that refinanced the outstanding term loan facilities at a lower interest rate, and increased the revolving credit commitments from $175 million to $190 million.


(1)	During 2002, we recorded an aggregate net restructuring credit of $2.2 million for the reversal of certain costs accrued in the 2001 Restructuring Plan of which $1.5 million was recorded in the second quarter of 2002. The restructuring credits are primarily related to a reduction in estimated severance costs due to the benefit of attrition. During the first quarter of 2001, we adopted and commenced implementation of a streamlining plan aimed at improving our operations, largely through office, warehouse and manufacturing facility consolidations and the discontinuance of certain product lines. In connection with this plan, we recorded a restructuring charge of $18.1 million in the first quarter of 2001. During the fourth quarter of 2001, we commenced implementation of a plan focused on further integration of the international operations and recent acquisitions and the continued streamlining of the domestic operations, including the consolidation of certain distribution centers. As a result of these actions, we recorded a restructuring charge of $8.9 million. During the fourth quarter of 2001, we also reversed $0.8 million of accruals from restructuring charges recorded in years prior to 2001 due to actual costs being lower than originally estimated. In addition, in March 2001, we accelerated the vesting of options to purchase approximately 2.3 million shares of common stock having an average exercise price of $20.85 per share. These options were then converted into the right to receive approximately 1.0 million shares of common stock, which were issued and deposited into a “rabbi trust.” As a result of these transactions, we recorded a primarily non-cash compensation charge of $33.5 million during the first quarter of 2001. In 2000, we recorded a restructuring credit of $2.0 million, consisting of $0.7 million related to revisions in estimated separation costs and $1.3 million related to revised estimates in total costs for restructuring charges prior to 2000.

(2)	Other expense, net, in 2002 includes an $11.2 million charge associated with the repayment of our bank term debt, and in 2000 includes a $23.6 million charge for the write down of certain internet-related investments. In addition, for the nine months ended September 30, 2003, other expense, net, includes a charges of $27.3 million for call premiums and $19.0 million of deferred financing charges, and $15.7 million of costs associated with hedging foreign currency exposures related to the acquisition of Perbio, partially offset by $1.4 million of dividend income from an investment in preferred stock.

(3)	During the second quarter of 2002, we completed our transitional assessment in accordance with Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) to determine if goodwill was impaired as of January 1, 2002. As a result, we recorded a non-cash charge of $63.8 million ($46.1 million, net of tax), reflecting the cumulative effect of the accounting change to adjust goodwill to fair value.


(4)	In accordance with SFAS 142, we discontinued the amortization of goodwill effective January 1, 2002. The following is a reconciliation of net income (loss), as reported, to net income (loss) and net income (loss) per common share for the periods presented, excluding goodwill amortization, net of tax:


	*You may have difficulty selling the original notes that you do not exchange.*


	*If you do not follow the procedures, your exchange may not be valid.*


	*The notes will rank below our current and future senior debt, and we may be unable to repay our obligations under the notes.*


	*The notes will be effectively subordinated to the liabilities of our subsidiaries.*


	*We may be unable to repurchase the notes upon the occurrence of a change of control.*


	*Our significant leverage could adversely affect our cash flow and prevent us from fulfilling our financial obligations, including making payments on the notes.*


	*Our compliance with restrictions and covenants in our debt agreements may harm our business by limiting our ability to take corporate actions.*


	Our results of operations depend on our customers’ research and development efforts; these efforts and the spending on them are beyond our control, and our results of operations may be harmed if our customers do not expend sufficient resources on these activities.


	*Our growth strategy to acquire new businesses may not be successful and the integration of future acquisitions may be difficult and disruptive to our ongoing business.*


	*We are pursuing acquisitions of Oxoid and Dharmacon, and these acquisitions may not provide us with the strategic or commercial benefits we anticipate.*


	Because we rely heavily on third party package delivery services, any unanticipated disruptions in these services or significant increases in prices may disrupt our ability to ship products and increase our costs and lower our profitability.


	*We may incur unexpected costs associated with compliance with environmental regulations.*


	*If we lose our key personnel, our business may be harmed.*


	*We are subject to economic, political and other risks associated with our significant international sales and operations.*


	*Our international operations expose us to exchange rate fluctuations.*


	Our failure to maintain satisfactory compliance with the Food and Drug Administration’s regulations and those of other governmental agencies may force us to recall products and cease their manufacture and distribution.


	*We may be unable to adjust to the rapid changes the healthcare industry is undergoing.*


By Hand Before 4:30 p.m.: Institutional Trust Services 4 NY Plaza, 1st Floor Cics Unit Window New York, New York 10004		By Registered or Certified Mail: Institutional Trust Services P.O. Box 2320 Dallas, Texas 75221-2320 Attention: Reorg Department


Item 20.	*Indemnification of Directors and Officers.*



Signature	Title	Date


/s/ PAUL M. MONTRONE Paul M. Montrone	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 1, 2004

/s/ PAUL M. MEISTER Paul M. Meister	Vice Chairman of the Board	March 1, 2004

/s/ KEVIN P. CLARK Kevin P. Clark	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 1, 2004

/s/ W. CLAYTON STEPHENS W. Clayton Stephens	Director	March 1, 2004

/s/ MICHAEL D. DINGMAN Michael D. Dingman	Director	March 1, 2004