Fisher Scientific International Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þ No o

The number of shares of Common Stock outstanding at May 10, 2002 was 54,541,629.

The financial statements included herein have been prepared by Fisher Scientific International Inc. (“Fisher” or the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The December 31, 2001 balance sheet is the balance sheet included in the audited financial statements as shown in the Company’s 2001 Annual Report on Form 10-K. The Company believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

The financial information presented herein reflects all adjustments (consisting only of normal-recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

Fisher Scientific International Inc. (“Fisher” or the “Company”) was incorporated in September 1991. The Company’s operations are conducted throughout North and South America, Europe, the Far East, the Middle East and Africa directly or through one or more subsidiaries, joint ventures, agents or dealers. The Company reports financial results on the basis of three reportable segments: domestic distribution, international distribution and laboratory workstations. The domestic distribution segment engages in the supply, marketing, service and manufacture of scientific, clinical, educational, and occupational health and safety products. Additionally, this segment provides contract manufacturing and pharmaceutical packaging services. The international distribution segment engages in the supply, marketing and service of primarily scientific research products. The laboratory workstations segment manufactures laboratory workstations, fume hoods and enclosures for technology and communication centers.

In February 2002, certain of the Company’s stockholders sold 7.4 million shares of common stock in an underwritten public offering. The Company did not receive any of the proceeds from this offering. Currently, Thomas H. Lee Partners and its affiliates and the members of an investment group from the Company’s recapitalization in 1998 own approximately 46% of the Company’s outstanding common stock.

In November 2001, the Company acquired Cole-Parmer Instrument Company and its affiliated companies (“Cole-Parmer”) for $208.5 million in cash. Cole-Parmer is a leading worldwide manufacturer and distributor of specialty technical instruments, appliances, equipment and supplies. The results of Cole-Parmer have been included in the domestic distribution segment from the date of acquisition.

The following unaudited pro forma financial information presents the consolidated results of operations as if the acquisition had occurred at the beginning of 2001 (in millions, except per share amounts). The unaudited pro forma amounts include a financing charge to reflect estimated borrowing costs that would have been incurred had the acquisition occurred at the beginning of 2001. The unaudited pro forma financial information is provided for informational purposes only and does not purport to be indicative of the Company’s results of operations that would actually have been achieved had the acquisition been completed for the period presented, or that may be obtained in the future.

The following is a summary of other comprehensive income (loss) for the three months ended March 31, 2002 and 2001 (in millions). Other comprehensive income (loss) components included in stockholders’ equity include any changes in equity during a period that are not the result of transactions with the Company’s stockholders.

The following is a reconciliation of the shares used in the computation of basic and diluted earnings per share for the three months ended March 31, 2002 and 2001 (in millions):


(a)	The amount of outstanding antidilutive common stock options and warrants excluded from the computation of diluted earnings per share for the three months ended March 31, 2002 and 2001 was 1.4 million and 7.4 million, respectively.

During 2001, the Company implemented two restructuring plans focused on integration of the Company’s international operations and recent acquisitions and streamlining aimed at improving domestic operations (the “2001 Plan”). As a result of these actions, the Company recorded restructuring charges totaling $27.0 million consisting of $18.1 million recorded in the first quarter of 2001 and $8.9 million recorded in the fourth quarter of 2001.

The following table summarizes the recorded accruals and activity related to the 2001 Plan for the three months ended March 31, 2002 (in millions):

The Company reports financial results on the basis of three reportable segments: domestic distribution, international distribution and laboratory workstations. The domestic distribution segment engages in the supply, marketing, service and manufacture of scientific, clinical, educational, and occupational health and safety products. Additionally, this segment provides contract manufacturing and pharmaceutical packaging services. The international distribution segment engages in the supply, marketing and services of primarily scientific research products. The laboratory workstations segment manufactures laboratory workstations, fume hoods and enclosures for technology and communication centers.

Selected reportable segment financial information for the three months ended March 31, 2002 and 2001 is shown below (in millions):

Income from operations is revenue less related costs and direct and allocated expenses. Intercompany sales and transfers between segments were not material for the three months ended March 31, 2002 and 2001.

(a)

The domestic distribution, international distribution and laboratory workstations segments accounted for $15.4 million, $2.6 million and $0.1 million, respectively, of the restructuring charge taken in the first quarter of 2001. The domestic distribution segment incurred a $1.1 million inventory write-off to cost of sales in the first quarter related to the restructuring. In connection with the Company’s May 2001 stock offering process, the Company accelerated the vesting of common stock options that resulted in a primarily non-cash compensation charge of $33.5 million recorded in the first quarter of 2001.

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), the Company is currently performing its evaluation of whether goodwill is impaired as of January 1, 2002, the effective date of the statement for the Company. Any transitional impairment loss that may result from the adoption of SFAS 142 will be recognized as a cumulative effect of a change in accounting principle in the Company’s statement of operations.

In accordance with SFAS 142, the Company discontinued the amortization of goodwill effective January 1, 2002. The following is a reconciliation of net loss, as reported, to net loss and earnings per share for the three months ended March 31, 2001, excluding goodwill amortization (in millions except per share amounts):

In April 2002 the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS 145”). SFAS 145 provides that a loss on extinguishment of debt meet the requirements of APB 30 to be treated as an extraordinary item in the statement of operations. The Company has elected to early adopt the provisions of SFAS 145, related to the rescission of SFAS 4, in the second quarter of 2002. Accordingly, in connection with the retirement of bank term debt in April 2002 (see Note 9 – Subsequent Event), the Company has recognized a $3.3 million charge ($2.1 million, net of tax) for deferred financing costs in other expense, as it does not meet the requirements for classification as an extraordinary item in accordance with SFAS 145.

On April 24, 2002, the Company issued $150.0 million of 8 1/8 percent 10-year senior subordinated notes pursuant to Rule 144A of the Securities Act of 1933 (the “Note Offering”). The Company used the net proceeds of the Note Offering, together with proceeds from the sale of accounts receivables through its receivables securitization facility and cash on hand, to retire bank term debt totaling $211.3 million. As a result of the refinancing, the Company recorded an $11.7 million charge in the second quarter, consisting of $7.6 million of fixed-swap unwind costs and $4.1 million of deferred financing and other costs associated with the term debt.

Item 2 — Management’s Discussion and Analysis of Results of Operations and Financial Condition

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company’s actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a difference include those discussed in the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Cautionary Factors Regarding Forward-Looking Statements” contained in the Company’s Form 10-K for the year ended December 31, 2001. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in the report might not occur.

We report financial results on the basis of three reportable segments: domestic distribution, international distribution and laboratory workstations. The domestic distribution segment engages in the supply, marketing, service and manufacture of scientific, clinical, educational and occupational health and safety products. Additionally, this segment provides contract manufacturing and pharmaceutical packaging services. The international distribution segment engages in the supply, marketing and service of primarily scientific research products. The laboratory workstations segment manufactures laboratory workstations, fume hoods and enclosures for technology and communication centers.

On February 12, 2002, certain of our stockholders sold 7.4 million shares of common stock in an underwritten public offering. We did not receive any of the proceeds from this offering. Currently, Thomas H. Lee Partners and its affiliates and the members of an investment group from the Company’s recapitalization in 1998 own approximately 46% of our outstanding common stock.

On April 24, 2002, we issued $150.0 million of 8 1/8 percent 10-year senior subordinated notes pursuant to Rule 144A of the Securities Act of 1933 (the “Note Offering”). We used the net proceeds of the Note Offering, together with proceeds from the sale of accounts receivables through our receivables securitization facility and cash on hand, to retire bank term debt totaling $211.3 million. As a result of the refinancing, we recorded an $11.7 million charge in the second quarter consisting of $7.6 million of fixed-swap unwind costs and $4.1 million of deferred financing and other costs associated with the term debt. Excluding these charges we expect to realize savings of approximately $3.0 million in 2002 interest expense.

The following table sets forth our sales and income (loss) from operations by reportable segment for the three months ended March 31, 2002 and 2001 (in millions):

(a)

The domestic distribution, international distribution and laboratory workstations segments accounted for $15.4 million, $2.6 million and $0.1 million, respectively, of the restructuring charge recorded in the first quarter of 2001. The domestic distribution segment also incurred a $1.1 million inventory write-off to cost of sales in the first quarter of 2001 related to the restructuring. In connection with the Company’s May 2001 stock offering process, the Company accelerated the vesting of common stock options that resulted in a primarily non-cash compensation charge of $33.5 million recorded in the first quarter of 2001.

Sales for the three months ended March 31, 2002 increased 12.9% to $775.5 million from $687.0 million for the comparable period in 2001. We are encouraged by solid sales growth in the research and healthcare markets of our domestic distribution segment which is driven by the consumable nature of our product portfolio in those markets, offset by slower growth in our laboratory workstations and international distribution segments. Excluding the impact of foreign exchange, we expect sales growth to range between 11.0% to 12.0% for 2002, reflecting growth in our base business and the impact of acquisitions completed in 2001.

Sales in the domestic distribution segment increased 16.9% to $670.3 million for the three months ended March 31, 2002 from $573.5 million a year ago. We are forecasting domestic distribution sales growth to range between 13.0% to 14.0% for 2002, reflecting growth in our base business and the impact of acquisitions completed in 2001.

Sales in the international distribution segment decreased 2.5% to $107.8 million for the three months ended March 31, 2002 from $110.6 million a year ago. Excluding the impact of foreign exchange, sales increased 1.1% for the current quarter reflecting the expected disruption associated with the fourth quarter 2001 restructuring plan. We expect international distribution growth to range between 3.5% to 4.0% for 2002, excluding the impact of foreign exchange.

Sales in the laboratory workstations segment increased 1.9% to $42.6 million for the three months ended March 31, 2002 from $41.8 million a year ago. Although our backlog remains at near-record levels at $109.1 million, we are cautious regarding this segment’s forecasted revenue growth due to the economic uncertainty and possible slowdown in pharmaceutical capital spending. Full year sales growth in this segment is forecasted between 2.5% to 3.0% for 2002.

Gross profit for the three months ended March 31, 2002 increased 17.6% to $205.1 million or 26.4% of sales from $174.4 million or 25.4% of sales for the comparable period in 2001. Gross profit was reduced by $1.1 million during the 2001 quarter for inventory write-offs related to our restructuring plan executed during that quarter. The full amount of the write-off was related to our domestic distribution segment. The increase in gross profit as a percentage of sales was attributable to our acquisitions completed in 2001, primarily Cole-Parmer. We expect gross profit as a percentage of sales to remain consistent with our first quarter level.

Selling, general and administrative expense for the three months ended March 31, 2002 increased 13.9% to $151.3 million or 19.5% of sales from $132.8 million or 19.3% of sales for the corresponding period in 2001. Excluding goodwill amortization of $3.8 million, selling, general and administrative expense for the three months ended March 31, 2001 was $129.0 million or 18.8% of sales. Domestic distribution, international distribution and laboratory workstations segments accounted for $1.6 million, $1.2 million and $1.0 million of goodwill amortization recorded in the period a year ago, respectively. The increase in selling, general and administrative expense as a percentage of sales was attributable to acquisitions completed in 2001, primarily Cole-Parmer, partially offset by improvements in our base business. We anticipate selling, general and administrative expense as a percentage of sales to show improvement over our first quarter levels due to higher sales volumes and the resulting fixed cost leverage.

During the first quarter of 2001, we recorded a restructuring charge of $18.1 million and a primarily non-cash compensation charge of $33.5 million in connection with our May 2001 stock offering process for the accelerated vesting of common stock options. Domestic distribution, international distribution and laboratory workstations segments account for $15.4 million, $2.6 million and $0.1 million of the restructuring charge recorded in the first quarter of 2001. We invested the net savings realized from this plan into improved systems and our workforce.

Income from operations for the three months ended March 31, 2002 increased to $53.8 million, or 6.9% of sales, from a loss of $10.0 million a year ago. Excluding restructuring and other nonrecurring charges of $52.7 million and goodwill amortization of $3.8 million, both as discussed above, income from operations was $46.5 million or 6.8% of sales in the 2001 quarter. The increase in income from operations as a percentage of sales was primarily attributable to our acquisitions completed in 2001, as well improvements in our base business.

Income from operations in the domestic distribution segment increased 18.8% to $47.4 million, or 7.1% of segment sales for the three months ended March 31, 2002, from $39.9 million, or 7.0% of segment sales, a year ago. The increase in income from operations as a percentage of sales for the domestic distribution segment was attributable to acquisitions completed during 2001 as well as improvements in our base business. We expect income from operations as a percentage of segment sales to range between 7.7% to 7.9% for 2002.

Approximately 60% of our product deliveries in the United States are through United Parcel Service (“UPS”). The collective bargaining agreement between UPS and its delivery employees expires on July 31, 2002. Although we have implemented plans to mitigate its possible effects, if UPS experiences a major work stoppage or slowdown, it would have a material adverse impact on our results of operations and cash flows. These effects have not been reflected in our forecasts.

Income from operations in the international distribution segment decreased 5.9% to $4.8 million, or 4.5% of segment sales, for the three months ended March 31, 2002 from $5.1 million, or 4.6% of segment sales, a year ago. As expected, right-sizing in selected international locations and organizational realignment, focused on chemical and life science markets, had a temporary adverse impact on sales growth and a corresponding negative impact on operating margins. We expect income from operations as a percentage of segment sales to range between 4.6% to 4.9% for 2002.

Income from operations in the laboratory workstations segment increased 13.3% to $1.7 million, or 4.0% of segment sales, for the three months ended March 31, 2002 from $1.5 million, or 3.6% of segment sales, a year ago. Operating income in the laboratory workstations segment increased primarily due improved manufacturing efficiencies. We expect income from operations as a percentage of segment sales to range between 5.3% to 5.6% for 2002, as we continue to focus on manufacturing efficiencies.

Interest expense decreased $2.5 million to $23.9 million for the quarter ended March 31, 2002 from $26.4 million a year ago. The reduction in 2002 interest expense is primarily due to a decrease in the amount of receivables sold through our receivables securitization facility, which was used to finance acquisitions in the first quarter of 2001, primarily Fisher Clinical Services. As a result of the Note Offering and repayment of bank term debt in April 2002, we are forecasting interest expense of approximately $93 million to $94 million for 2002.

Other income for the three months ended March 31, 2002 was $0.1 million compared to $0.5 million of expense a year ago. The increase in other income is primarily a result of a reduction in equity losses.

In connection with our Note Offering, we recorded a charge in other expense in the second quarter of 2002 of $11.7 million ($7.4 million, net of tax) consisting of $7.6 million of fixed-swap unwind costs and $4.1 million of deferred financing and other costs associated with the bank term debt.

We recorded an income tax provision of $10.2 million for the three months ended March 31, 2002 compared with a $13.2 million income tax benefit for the corresponding period in 2001. The effective income tax rate for the three month period ended March 31, 2002 was 34% compared with 40% for the corresponding period in 2001 excluding restructuring and nonrecurring charges. Approximately three percentage points of the improvement in the tax rate are due to recently implemented tax planning strategies and the other three percentage points are due to the elimination of non-deductible goodwill amortization. We continue to evaluate tax planning strategies which, if implemented, could have a favorable impact on our 2002 effective tax rate.

During the three months ended March 31, 2002, cash generated from operating activities was $1.3 million compared with an $11.6 million use of cash for the same period in 2001. The increase in cash provided by operating activities is primarily due to an increase in net income and continued improvements in working capital management. We expect cash flow from operations to be $120.0 million to $130.0 million for 2002 reflecting an anticipated investment in working capital due to forecasted growth in our business along with additional cash outflow for the continued integration of Cole-Parmer and the completion of the restructuring plans implemented in 2001.

During the three months ended March 31, 2002, we used $8.9 million of cash for investing activities compared with $165.5 million for the same period in 2001. The change in cash used for investing activities is attributable to a decrease in acquisition spending. We expect to invest between $55.0 million to $65.0 million in capital expenditures for 2002, reflecting continued facility consolidations and increased investments in our chemicals manufacturing and pharmaceutical services. We intend to continue pursuing acquisitions of complementary business that will enhance our growth and profitability. We currently have no commitments, understanding or arrangements relating to any additional acquisitions.

During the three months ended March 31, 2002, financing activities used $3.6 million of cash compared with providing $157.9 million of cash for the same period in 2001. A year ago we sold $155.5 million of accounts receivable through our receivables securitization facility to finance acquisitions, primarily Fisher Clinical Services. On April 24, 2002, we issued $150.0 million of 8 1/8 percent 10-year senior subordinated notes. We used the net proceeds of the Note Offering, together with proceeds from the sale of accounts receivables through our receivables securitization facility and cash on hand, to retire bank term debt totaling $211.3 million.

At March 31, 2002 we had $127.9 million of available borrowing capacity under our revolving credit facility, net of $47.1 million of letters of credit outstanding, primarily representing guarantees issued to local banks in support of borrowings by our foreign subsidiaries. The full amount of our receivables securitization facility was available at March 31, 2002.

We expect that cash flows from operations together with cash and cash equivalents on hand and funds available under existing credit facilities will be sufficient to meet our ongoing operating, capital expenditure and debt service requirements for at least the next twelve months.

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), we are currently performing our evaluation of whether goodwill is impaired as of January 1, 2002, the effective date of the statement for the Company. Any transitional impairment loss that may result from the adoption of SFAS 142 will be recognized as a cumulative effect of a change in accounting principle in our statement of operations. We have adopted all other provisions of this statement.

In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS 145”). SFAS 145 provides that a loss on extinguishment of debt meet the requirements of APB 30 to be treated as an extraordinary item in the statement of operations. We have elected to early adopt the provisions of SFAS 145, related to the rescission of SFAS 4, in the second quarter of 2002. Accordingly, in connection with our retirement of bank term debt in April 2002, we have recognized a $3.3 million charge ($2.1 million, net of tax) for deferred financing costs in other expense, as it does not meet the requirements for classification as an extraordinary item in accordance with SFAS 145.

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to product returns, bad debts, inventory

obsolescence, investments, intangible assets, income taxes, warranty obligations, restructuring costs, retirement and insurance costs, and contingencies and litigation. Those estimates and assumptions are based on our historical experience, our observance of trends in the industry, and various other factors that are believed to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company’s primary interest rate exposures relate to its cash, fixed and variable rate debt and interest rate swaps. The potential loss in fair values is based on an immediate change in the net present values of the Company’s interest rate sensitive exposures resulting from a 10% change in interest rates. The potential loss in cash flows and earnings is based on the change in the net interest income (expense) over a one-year period due to an immediate 10% change in rates. A hypothetical 10% change in interest rates does not have a material effect on the fair values, cash flows or earnings of the Company.

The Company’s primary currency rate exposures are to its debt, cash, foreign currency forward contracts and certain of its intercompany debt. The potential loss in fair values is based on an immediate change in the U.S. dollar equivalent balances of the Company’s currency exposures due to a 10% shift in exchange rates. The potential loss in cash flows and earnings is based on the change in cash flows and earnings over a one-year period resulting from an immediate 10% change in currency exchange rates. A hypothetical 10% change in the currency exchange rates does not have a material effect on the fair values, cash flows or earnings of the Company.


		The Company filed a current report on Form 8-K/A, dated January 11, 2002, to amend Form 8-K filed by the Company November 13, 2001, to include financial statements and exhibits required by Item 7.

		The Company filed a current report on Form 8-K, dated February 5, 2002, announcing the financial results for the quarter and year ended December 31, 2001.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	FISHER SCIENTIFIC INTERNATIONAL INC.

	/s/ Kevin P. Clark

	Kevin P. Clark
	Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

16 EX-3.1 3 b43049fsex3-1.txt EX-3.1 AMEND. & RESTATED CERTIFICATE OF INC. STATE OF DELAWARE Exhibit 3.1 SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 12/17/1991 751351060 - 2273998 RESTATED CERTIFICATE OF INCORPORATION OF FISHER SCIENTIFIC INTERNATIONAL, INC. FISHER SCIENTIFIC INTERNATIONAL, INC., a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (the "Law"), DOES HEREBY CERTIFY: 1. That the name of the Corporation is Fisher Scientific International Inc. and its Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 19, 1991 and amended on October 28, 1991. 2. That this Restated Certificate of Incorporation restates and integrates and also further amends the Certificate of Incorporation of the Corporation. 3. That this Restated Certificate of Incorporation and the amendments to the Certificate of Incorporation contained herein were declared advisable and adopted on December 10, 1991 by the unanimous written consent of the Board of Directors pursuant to Section 141(f) of the Law, filed with the minutes of the proceedings of the Board, and were approved by the unanimous written consent of the stockholders pursuant to Section 228 of the Law, filed with minutes of the proceedings of the stockholders, and have thereby been duly adopted in accordance with the provisions of Sections 242(b) and 245 of the Law. 5. The text of the Certificate of Incorporation of this Corporation is hereby restated, integrated and amended to read in its entirety as follows: RESTATED CERTIFICATE OF INCORPORATION OF FISHER SCIENTIFIC INTERNATIONAL INC. FIRST: The name of the corporation is Fisher Scientific International Inc. (the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is 32 Loockerman Square, Ste. L-100 in the City of Dover, County of Kent. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of which the Corporation shall have authority to issue is 65,000,000 shares, of which 50,000,000 shares shall be Common Stock, par value $0.01 per share (the "Common Stock"), and 15,000,000 shares shall be Preferred Stock, par value $0.01 per share (the "Preferred Stock"). FIFTH: (a) Subject to the provisions of Article Fifth (b) hereof, the Corporation may issue Common Stock from time to time in one or more series or classes as the Board of Directors may establish by the adoption of a resolution or resolutions relating thereto, each series or class to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such series or class adopted by the Board of Directors pursuant to authority to do so, which authority is hereby granted to the Board of Directors. (b) The Common Stock initially authorized for issuance by the Corporation shall consist of 50,000,000 shares of Common Stock. The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of such shares of Common Stock shall be governed by the following provisions: (i) Identical Rights. Except as otherwise provided herein, all shares of Common Stock shall be identical and shall entitle the holders thereof to the same rights and privileges. -2- (ii) Voting Rights. Except as otherwise required by law or as otherwise provided herein, on all matters submitted to the Corporation's stockholders, the holders of Common Stock shall be entitled to one vote per share. (iii) Dividend Rights. When and as dividends or other distributions are declared, whether payable in cash, in property or in securities of the Corporation, the holders of shares of Common Stock shall be entitled to share equally, share for share, in such dividends or other distributions, provided that if dividends or other distributions are declared which are payable in shares of Common Stock, such dividends or other distributions shall be declared payable at the same rate for all holders of Common Stock, and the dividends payable in shares of Common Stock will be payable to holders of Common Stock. (iv) No Closing of Transfer Books. The Corporation shall not close its books against the transfer of any share of Common Stock. SIXTH: The Corporation may issue Preferred Stock from time to time in one or more series as the Board of Directors may establish by the adoption of a resolution or resolutions relating thereto, each series to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors pursuant to authority to do so, which authority is hereby granted to the Board of Directors. SEVENTH: The duration of the Corporation is to be perpetual. EIGHTH: (a) Except as may be provided pursuant to resolutions of the Board of Directors, adopted pursuant to the provisions of this Certificate of Incorporation, establishing any series or class of Common Stock or Preferred Stock and granting to holders of shares of such series or class of Common Stock or Preferred Stock rights to elect additional directors under specified circumstances, the number of directors of the Corporation shall be determined from time to time in the manner described in the By-laws. The directors, other than those who may be elected by the holders of Common Stock or Preferred Stock pursuant to such resolutions, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible, as shall be provided in the manner specified in the By-laws, one class initially to be elected for a term expiring at the annual meeting of stockholders -3- to be held in 1992 another class initially to be elected for a term expiring at the annual meeting of stockholders to be held in 1993 and another class initially to be elected for a term expiring at the annual meeting of stockholders to be held in 1994 with the members of each class to hold office until their successors have been elected and qualified. At each annual meeting of stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. No director need be a stockholder. (b) Except as otherwise provided in a resolution of the Board of Directors, adopted pursuant to the provisions of this Certificate of Incorporation, establishing a series or class of Common Stock or Preferred Stock and creating in the holders of shares of such series or class rights to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office until the annual meeting of stockholders at which the term of office of the class to which such director has been elected expires, and until such director's successor shall have been duly elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. (c) Subject to the rights of holders of Common Stock or Preferred Stock to elect directors under circumstances specified in a resolution of the Board of Directors, adopted pursuant to the provisions of this Certificate of Incorporation establishing such series or class, any director may be removed from office only for cause by the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the "Voting Stock"), voting together as a single class. (d) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, any provision of this Article EIGHTH. -4- NINTH: Except as required by law and subject to the rights of the holders of any series of Preferred Stock established pursuant to the provisions of this Certificate of Incorporation, special meetings of stockholders may be called only by the Board of Directors [or by the Chief Executive Officer] pursuant to a resolution approved by a majority of the entire Board of Directors of the Corporation (as determined in accordance with the By-Laws). Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, any provision of this Article NINTH. TENTH: No stockholder action may be taken except as an annual or special meeting of stockholders of the Corporation, and stockholders may not take any action by written consent in lieu of a meeting. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, any provision of this Article TENTH. ELEVENTH: Unless and except to the extent that the By-laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot. TWELFTH: No contract or other transaction of the Corporation shall be void, voidable, fraudulent or otherwise invalidated, impaired or affected, in any respect, by reason of the fact that any one or more of the officers, directors or stockholders of the Corporation shall individually be party or parties thereto or otherwise interested therein, or shall be officers, directors or stockholders of any other corporation or corporations which shall be party or parties thereto or otherwise interested therein; provided that such contract or other transactions be duly authorized or ratified by the Board of Directors, with the assenting vote of a majority of the disinterested directors then present, or, if only one such is present, with his assenting vote. THIRTEENTH: The Board of Directors may from time to time make, amend, supplement or repeal the By-laws; provided, however, that the stockholders may change or repeal any By-law adopted by the Board of Directors; and provided, further, that no amendment or supplement to the By-laws adopted by the Board of Directors shall vary or conflict with any amendment or supplement adopted by the stockholders. Notwithstanding the foregoing and anything -5- contained in this Certificate of Incorporation to the contrary, Section 3 ("Special Meetings") of Article II ("Meetings of Stockholders") of the By-laws, Section 2 ("Number, Election and Terms") or Section 10 ("Removal of Directors") of Article III ("Directors") of the By-laws, or the final sentence of Article XI ("Amendments") of the By-laws, shall not be amended or repealed, and no provision inconsistent with any thereof shall be adopted, without the affirmative vote of the holders of at least 80% of the voting power of the Voting Stock, voting together as a single class. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, any provision of this Article THIRTEENTH. FOURTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 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 -6- 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, liability and loss (including attorneys' fees, judgments, 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) 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)(1) 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 -7- 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 or 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 of 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, By-law, agreement, vote of stockholders or disinterested directors or otherwise. (4) Insurance. The Corporation may maintain insurance, at its expense, to protect 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. SIXTEENTH: The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law. -8- IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this Restated Certificate of Incorporation to be signed by Paul M. Meister, its Senior Vice President - Chief Financial Officer, and attested to by Allison G. Pellegrino, its Assistant Secretary, this 16th day of December, 1991. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Paul M. Meister ------------------------------------- Senior Vice President - Chief Financial Officer Attest: /s/ Allison G. Pellegrino - ------------------------------------ Allison G. Pellegrino Assistant Secretary -9- STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 12:00 PM 03/29/2001 010154684 - 2273998 CERTIFICATE OF CORRECTION TO THE RESTATED CERTIFICATE OF INCORPORATION OF FISHER SCIENTIFIC INTERNATIONAL INC. ---------------- Pursuant to Section 103(f) of the General Corporation Law of the State of Delaware ---------------- FISHER SCIENTIFIC INTERNATIONAL INC., a Delaware corporation (hereinafter called the "Corporation"), does hereby certify as follows: FIRST: The Corporation filed a Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware on December 17, 1991. SECOND: Article FIFTH, paragraph (b) of the Restated Certificate, as filed, was incorrect in the following respects: (1) it erroneously included a sentence it should not have included and (2) it erroneously included in two places the word "herein" instead of the words indicated in quotes in Article FOURTH of this Certificate of Correction. THIRD: Article FIFTH, paragraph (b) of the Restated Certificate is hereby corrected by deleting the first sentence thereof. FOURTH: Article FIFTH, paragraph (b) of the Restated Certificate is hereby further corrected by replacing the word "herein" contained in the second line of each of clauses (i) and (ii) of such paragraph with the following words: "in this Certificate of Incorporation, including in a resolution of the Board of Directors, adopted pursuant to the provisions of this Certificate of Incorporation, establishing any series or class of Common Stock or Preferred Stock". FIFTH: The foregoing is duly made in accordance with Section 103(f) of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this Certificate to be duly executed in its corporate name this 27th day of March, 2001. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Todd DuChene -------------------------------- Name: Todd DuChene Title: Vice President, Secretary and General Counsel 2 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 10/30/1998 981419642-2273998 CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE Fisher Scientific International Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle. The Board of Directors of Fisher Scientific International Inc. adopted the following resolution on the 10th day of September, 1998. Resolved, that the registered office of Fisher Scientific International Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office. IN WITNESS WHEREOF, Fisher Scientific International Inc. has caused this statement to be signed by Traci Houck, its Vice President, this 26th day of October, 1998. /s/ Traci Houck --------------------------- Traci Houck, Vice President STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 05/19/1998 981191302-2273998 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FISHER SCIENTIFIC INTERNATIONAL, INC. FISHER SCIENTIFIC INTERNATIONAL INC. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the DGCL, by the unanimous vote of its members on March 16, 1998, filed with the minutes of the Board of Directors, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation declaring such amendment to be advisable and directing that such amendment be submitted to and be considered by the stockholders of the Corporation for approval at the 1998 Annual Meeting of Stockholders. The resolution setting forth the proposed amendment is as follows: RESOLVED, That the Certificate of Incorporation of the Corporation be amended by changing the Fourth Article thereof so that, as amended, such Article shall be and read as follows: "The total number of shares of stock which the Corporation shall have authority to issue is 115,000,000 shares, of which 100,000,000 shall be Common Stock, par value $0.01 per share (the "Common Stock"), and 15,000,000 shares shall be Preferred Stock, par value $0.01 per share (the "Preferred Stock")." SECOND: That thereafter, the foregoing amendment to the Corporation's Certificate of Incorporation was duly adopted by the holders of a majority of the outstanding shares of Common Stock of the Corporation at the Annual Meeting of Stockholders on May 12, 1998 in accordance with the provisions of Section 242 of the DGCL and the terms of the Certificate of Incorporation. IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this Certificate of Amendment to be signed by Paul M. Meister, its Executive Vice President, and attested by Todd M. DuChene, its Vice President and Secretary, this 18th day of May, 1998. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Paul M. Meister ----------------------------------- Paul M. Meister Executive Vice President ATTEST: By: /s/ Todd M. DuChene ------------------------------ Todd M. DuChene Vice President and Secretary 2 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 06/06/2001 010272396 - 2273998 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF FISHER SCIENTIFIC INTERNATIONAL INC. ------------------------------------------------------------------- PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE ------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: Article Fourth of the Corporation's Restated Certificate of Incorporation, as amended, is hereby amended to read in its entirety as set forth below: "FOURTH: The total number of shares of stock which the Corporation shall have authority to issue shall be 515,000,000 shares, of which 500,000,000 shall be common stock, par value $0.01 per share (the "Common Stock"), and 15,000,000 shares shall be preferred stock, par value $0.01 per share (the "Preferred Stock"). SECOND: The foregoing amendment to the Corporation's Restated Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, FISHER SCIENTIFIC INTERNATIONAL INC. has caused this Certificate of Amendment to be duly executed in its name, this 6th day of June, 2001. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Todd M. DuChene -------------------------------- Name: Todd M. DuChene Title: Vice President, General Counsel and Secretary EX-4.8 4 b43049fsex4-8.txt EX-4.8 FIRST SUPPLEMENTAL INDENTURE EXHIBIT 4.8 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture effective as of November 20, 1998, to the Indenture (the "Indenture"), dated as of November 20, 1998, each by and between Fisher Scientific International Inc., a Delaware corporation, as Issuer (the "Issuer"), and State Street Bank and Trust Company, a Massachusetts trust company, as Trustee, (the "Trustee"). Capitalized but undefined terms used herein shall have the meanings set forth in the Indenture. RECITALS WHEREAS, Section 9.1(1) of the Indenture permits the Indenture to be amended without consent of holders to cure any ambiguity, omission, defect or inconsistency upon satisfaction of certain conditions; WHEREAS, the Issuer and Trustee desire to amend certain language contained in the Indenture for the purpose of curing a defect; WHEREAS, all conditions in Section 9.1 for the amendment of the Indenture has been satisfied. NOW THEREFORE: SECTION 1. AMENDMENT TO SECTION 4.11 AND SECTION 1.1 1. The reference to clause (ii) of the definition of "Permitted Indebtedness" in the first sentence in Section 4.11 shall be changed to clause (iii) so that the first sentence of Section 4.11 shall read as follows: "The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company, other than guarantees incurred pursuant to clause (iii) of the definition of "Permitted Indebtedness" unless such Restricted Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Restricted Subsidiary's guarantee of the Securities (a "Guarantee"), such Guarantee to be a senior subordinated unsecured obligation of such Restricted Subsidiary; provided that if any Subsidiary Guarantor is released from its guarantee with respect to Indebtedness outstanding under the New Credit Facility and all other Indebtedness of the Company, such Subsidiary Guarantor shall automatically be released from its obligations as a Subsidiary Guarantor." 2. The reference to clause (xii) in paragraph (iii) of the definition of "Permitted Liens" shall be changed to clause (xi) so that paragraph (iii) of the definition of "Permitted Liens" shall read as follows: (iii) "Liens existing on the Issue Date, together with any Liens securing Indebtedness incurred in reliance on clause (xi) of the definition of Permitted Indebtedness 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 other than that pledged under the Liens securing the Indebtedness being refinanced;" SECTION 2. MICELLANEOUS Section 2.1 INCORPORATION OF INDENTURE. All the provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this First Supplemental Indenture, shall be read, taken and consstrued as one and the same instrument. Section 2.2 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE. The provisions and benefit of this First Supplemental Indenture shall be effective with respect to the Securities. Section 2.3 COUNTERPARTS. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Section 2.4 CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this First Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. Section 2.5 SUCCESSORS AND ASSIGNS. All agreements in this First Supplemental Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 2.6 SEPARABILITY CLAUSE. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 2.7 BENEFITS OF FIRST SUPPLEMENTAL INDENTURE. Nothing in this First Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture. 2 Section 2.8 REGARDING THE TRUSTEE. The Trustee shall not be responsible for the correctness of the recitals herein, and makes no representation as to the validity or the sufficiency of this First Supplemental Indenture. The Trustee shall, in connection with this First Supplemental Indenture, be entitled to all of the benefits of all of the rights, privileges, immunities and indemnities of the Trustee provided for in the Indenture. 3 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed on April 23, 2002, to be effective as of the day and year first above written. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Kevin P. Clark ---------------------------------------- Name: Kevin P. Clark Title: Vice President and Chief Financial Officer STATE STREET BANK AND TRUST COMPANY Trustee By: /s/ Philip G. Kane, Jr. ---------------------------------------- Name: Philip G. 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Delaware		Delaware
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

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


PART 1 -- FINANCIAL INFORMATION
Item 1 -- Financial Statements
INTRODUCTION TO THE FINANCIAL STATEMENTS
	STATEMENT OF OPERATIONS
	BALANCE SHEET
	STATEMENT OF CASH FLOWS
	STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY AND OTHER COMPREHENSIVE INCOME
	NOTES TO FINANCIAL STATEMENTS
	Item 2 -- Management’s Discussion and Analysis of Results of Operations and Financial Condition
	Item 3 -- Quantitative and Qualitative Disclosures About Market Risk
PART II -- OTHER INFORMATION
	Item 6 -- Exhibits and Reports on Form 8-K
SIGNATURE
Ex-3.1 Amend. & Restated Certificate of Inc.
Ex-4.8 First Supplemental Indenture


		Page No.

Part I — FINANCIAL INFORMATION:

Item 1 —	Financial Statements:
	Introduction to the Financial Statements		2
	Statement of Operations — Three Months Ended March 31, 2002 and 2001		3
	Balance Sheet — March 31, 2002 and December 31, 2001		4
	Statement of Cash Flows — Three Months Ended March 31, 2002 and 2001		5
	Statement of Changes in Stockholders’ Equity and Other Comprehensive Income — Three Months Ended March 31, 2002		6
	Notes to Financial Statements		7


Item 2 —	Management’s Discussion and Analysis of Results of Operations and Financial Condition		11

Item 3 —	Quantitative and Qualitative Disclosures About Market Risk		15

PART II — OTHER INFORMATION:

Item 6 —	Exhibits and Reports on Form 8-K		15

SIGNATURE			16



		Three Months Ended
		March 31,

		2002			2001

Sales		$	775.5		$	687.0
Cost of sales			570.4			512.6
Selling, general and administrative expense			151.3			132.8
Restructuring and other charges			—			51.6

Income (loss) from operations			53.8			(10.0	)
Interest expense			23.9			26.4
Other (income) expense, net			(0.1	)		0.5

Income (loss) before income taxes			30.0			(36.9	)
Income tax provision (benefit)			10.2			(13.2	)

Net income (loss)		$	19.8		$	(23.7	)

Net income (loss) per common share:
	Basic	$	0.37		$	(0.59	)

	Diluted	$	0.34		$	(0.59	)

Weighted average common shares outstanding:
	Basic		54.2			40.1

	Diluted		57.6			40.1


					March 31,			December 31,
					2002			2001

					(unaudited)
ASSETS
Current assets:
		Cash and cash equivalents			$	63.1		$	75.1
		Accounts receivable, net				364.3			332.0
		Inventories				267.2			261.4
		Other current assets				89.3			89.3

			Total current assets			783.9			757.8
Property, plant and equipment						316.5			322.1
Goodwill						505.8			507.4
Other assets						248.2			251.9

				Total assets	$	1,854.4		$	1,839.2

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Short-term debt				$	71.8		$	75.7
	Accounts payable					351.4			336.1
	Accrued and other current liabilities					216.2			225.9

			Total current liabilities			639.4			637.7
Long-term debt						954.1			956.1
Other liabilities						215.5			222.1

			Total liabilities			1,809.0			1,815.9

Commitments and contingencies
Stockholders’ equity:
	Preferred stock ($0.01 par value; 15,000,000 shares authorized; none outstanding)					—			—
	Common stock ($0.01 par value; 500,000,000 shares authorized; 54,258,255 and 54,194,484 shares issued; and 54,221,649 and 54,157,878 shares outstanding at March 31, 2002 and December 31, 2001, respectively)					0.5			0.5
	Capital in excess of par value					668.8			661.1
	Accumulated deficit					(535.7	)		(555.5	)
	Accumulated other comprehensive loss					(87.2	)		(81.8	)
	Treasury stock, at cost (36,606 shares at March 31, 2002 and December 31, 2001)					(1.0	)		(1.0	)

			Total stockholders’ equity			45.4			23.3

				Total liabilities and stockholders’ equity	$	1,854.4		$	1,839.2

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										Shares						Accumulated
					Capital in		Shares			To Be						Other			Treasury						Other
			Common		Excess of		Deposited			Distributed			Accumulated			Comprehensive			Stock, at						Comprehensive
			Stock		Par Value		in Trust			From Trust			Deficit			Income (Loss)			Cost			Total			Income

Balance at January 1, 2002			$	0.5	$	661.1	$	(50.6	)	$	50.6		$	(555.5	)	$	(81.8	)	$	(1.0	)	$	23.3
	Net Income													19.8									19.8		$	19.8
	Foreign currency translation adjustment																(5.4	)					(5.4	)		(5.4	)
	Unrealized investment losses																(0.6	)					(0.6	)		(0.6	)
	Unrealized gain on cash flow hedges																0.6						0.6			0.6

		Subtotal — other comprehensive income																							$	14.4

	Proceeds from stock options					1.6																	1.6
	Tax benefit from stock options					6.1																	6.1
	Trust activity							9.3			(9.3	)

Balance at March 31, 2002			$	0.5	$	668.8	$	(41.3	)	$	41.3		$	(535.7	)	$	(87.2	)	$	(1.0	)	$	45.4


		Three Months Ended
		March 31, 2001

Sales		$	733.5
Net loss		$	(23.6	)
Net loss per common share:
	Basic	$	(0.59	)
	Diluted	$	(0.59	)



		Three Months
		Ended March 31,

		2002			2001

Net income (loss)		$	19.8		$	(23.7	)
Foreign currency translation adjustment			(5.4	)		(16.2	)
Unrealized investment losses			(0.6	)		(0.9	)
Unrealized gain (loss) on cash flow hedges			0.6			(3.3	)

	Other comprehensive income (loss)	$	14.4		$	(44.1	)



	Three Months
	Ended March
	31,

	2002		2001

Weighted average shares of common stock outstanding used in the computation of basic earnings per share		54.2		40.1
Common stock equivalents (a)		3.4		—

Shares used in the computation of diluted earnings per share		57.6		40.1


			Other
	Employee		Exit
	Separations		Costs		Total

Balance as of December 31, 2001	$	9.6	$	3.8	$	13.4
Less cash payments		2.3		1.1		3.4

Balance as of March 31, 2002	$	7.3	$	2.7	$	10.0



								Income (Loss)
		Sales						from Operations

		2002			2001			2002			2001

Domestic distribution		$	670.3		$	573.5		$	47.4		$	39.9
International distribution			107.8			110.6			4.8			5.1
Laboratory workstations			42.6			41.8			1.7			1.5
Eliminations			(45.2	)		(38.9	)		(0.1	)		—

	Segment sub-total		775.5			687.0			53.8			46.5
Restructuring and other charges(a)			—			—			—			(51.6	)
Nonrecurring charges(a)			—			—			—			(1.1	)
Goodwill amortization			—			—			—			(3.8	)

	Total	$	775.5		$	687.0		$	53.8		$	(10.0	)


		Three Months Ended
		March 31, 2001

Net loss, as reported		$	(23.7	)
Goodwill amortization, net of tax			3.3

Net loss, excluding goodwill amortization		$	(20.4	)

Net loss per common share, excluding goodwill amortization:
	Basic	$	(0.51	)

	Diluted	$	(0.51	)


3.1		Amended and Restated Certificate of Incorporation of the Company, as amended
4.8		First Supplemental Indenture dated as of November 20, 1998 between Fisher and State Street Bank and Trust Company, as Trustee, relating to the 9% Senior Subordinated Notes due 2008


	(a)	Exhibits: