8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 10, 2006

Fisher Scientific International Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	1-10920	02-0451017
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	I.R.S. Employer Identification No.)

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

(603) 926-5911

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.01 Third Amendment to David Della Penta Employment Agreement

EX-10.02 Second Amendment to Paul M. Meister Employment Agreement

Ex-99.01 Press Release dated January 11, 2006.

Item 1.01 Entry into a Material Definitive Agreement; and

Item 5.02 Departure of Directors or Principal Officers.

Fisher Scientific International Inc. (the “Company”) is committed to an annual review of the compensation arrangements of its key officers to ensure that the Company offers competitive compensation opportunities and is able to retain talented individuals for the benefit of the Company’s financial performance. In light of the foregoing, the Compensation Committee of the Board of Directors (the “Committee”) of the Company has taken the following actions at a meeting on January 10, 2006. A copy of the Company’s press release relating to these matters is attached as Exhibit 99.01 to this Current Report on Form 8-K.

Retirement of David Della Penta

David Della Penta has informed the Committee of his intention to retire his employment with the Company effective December 30, 2006. The Committee accepted Mr. Della Penta’s notice of his intention to retire effective December 30, 2006 and approved an amendment to Mr. Della Penta’s employment agreement to reflect Mr. Della Penta’s retirement effective December 30, 2006. A copy of such amendment is filed herewith as Exhibit 10.01.

Approval of Increase in Salary for Paul M. Meister

In consideration of the increased responsibilities and obligations Paul M. Meister, the Company’s Vice Chairman, will undertake as a result of the retirement of Mr. Della Penta, the Committee approved an increase in the salary of Mr. Meister. Effective January 16, 2006, Mr. Meister’s base salary will be increased from $620,000 to $900,000.

Amendment of Paul M. Meister Employment Agreement

In order to acknowledge the increased responsibilities and obligations Mr. Meister will undertake as a result of the retirement of Mr. Della Penta, the Committee approved an amendment to Mr. Meister’s employment agreement which expands the circumstances which will constitute “good reason” for Mr. Meister to terminate his employment; upon a termination for “good reason,” Mr. Meister would be entitled to the payment of severance benefits from the Company under the employment agreement. A copy of such amendment is filed herewith as Exhibit 10.03.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

See Exhibit Index below.

SIGNATURES

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

	FISHER SCIENTIFIC INTERNATIONAL INC.
Dated: January 10, 2006	By:	/s/  Kevin P. Clark
		Name:	Kevin P. Clark
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.01	Third Amendment to David Della Penta Employment Agreement
10.02	Second Amendment to Paul M. Meister Employment Agreement
99.01	Fisher Scientific International Inc.’s press release dated January 11, 2006, announcing the retirement of David Della Penta

EX-10.01

Exhibit 10.01

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

     This THIRD AMENDMENT (this “Amendment”) is made as of the 10^th day of January, 2006 between Fisher Scientific International Inc., a Delaware corporation having its primary place of business at Liberty Lane, Hampton, New Hampshire 03842 (the “Company”) and David T. Della Penta, residing at (                  ) (the “Executive”).

     The Company and the Executive entered into an employment agreement as of the 31st day of March, 1998, which was amended as of December 31^st, 2003, and again as of August 2, 2005 (as amended, the “Employment Agreement”). The Employment Agreement originally provided, in Section 1 thereof, for an Employment Period of three years (commencing as of April 20, 1998), which Employment Period was subject to automatic extensions of one year, which extensions occurred on each anniversary of April 20, 1998 (absent notice of non-renewal from either party). On January 10, 2006, the Company’s Compensation Committee accepted the Executive’s notification of retirement, effective December 30, 2006. Accordingly, the Employment Agreement is hereby amended, as set forth below:

     1. Section 1 of the Employment Agreement is hereby amended and restated in its entirety to read:

     EMPLOYMENT PERIOD. Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company for the period commencing on April 20, 1998 (the “Effective Date”) and ending on the third anniversary of such date, together with any extension thereof (the “Employment Period”). On each anniversary of the date hereof, unless either party hereto shall have given the other party thirty (30) days’ advance notice to the contrary, the Employment Period shall be extended by an additional year, so that on each anniversary of the date hereof the Employment Period shall always consist of three years. Notwithstanding the foregoing, the Employment Period shall terminate effective as of December 30, 2006, on account of the Executive’s retirement, which retirement shall be treated for purposes of this Agreement as a resignation by the Executive without Good Reason.

     2. Except as expressly provided in this Amendment, the terms and provisions of the Employment Agreement shall remain in full force and effect.

     The Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

	FISHER SCIENTIFIC INTERNATIONAL INC.
/s/ David T. Della Penta
DAVID T. DELLA PENTA	By:	/s/ Kevin P. Clark
		KEVIN P. CLARK

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EX-10.02

Exhibit 10.02

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     This SECOND AMENDMENT (this “Amendment”) is made as of the 10^th day of January, 2006 between Fisher Scientific International Inc., a Delaware corporation having its primary place of business at Liberty Lane, Hampton, New Hampshire 03842 (the “Company”) and Paul M. Meister (the “Executive”).

     The Company and the Executive entered into an Amended and Restated Employment Agreement as of the 31st day of December, 2003, as amended as of August 2, 2005 (the “Employment Agreement”). The Company and the Executive have agreed to amend the provisions of the Employment Agreement dealing with the definition of Good Reason. Accordingly, the Employment Agreement is hereby amended, as set forth below:

     1. Section 4(c) of the Employment Agreement is hereby amended and restated in its entirety to read:

     (c) Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason at any time within 90 days after the Executive first has actual knowledge of the occurrence of such Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

     (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status and offices), authority, duties or responsibilities as contemplated by Section 2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities;

     (ii) any adverse change to the Executive’s title or reporting lines or relationships, including a change in the individual who is currently serving as the Company’s Chief Executive Officer;

     (iii) any failure by the Company to comply with any of the provisions of Section 3 of this Agreement;

     (iv) the Company’s (1) requiring the Executive to be based at any office or location other than as provided in Section 2 hereof or the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date or (2) relocating its principal executive offices to a location more than 25 miles from their location on January 10, 2006;

     (v) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;

     (vi) the occurrence of a Change in Control of the Company, as defined in the Company’s 2005 Equity and Incentive Plan, as in effect on January 10, 2006;

     (vii) any delivery by the Company of a Notice of Non-Extension; or

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     (viii) any failure by the Company to comply with and satisfy Section 9 of this Agreement.

For purposes of this Section 4(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.

     2. Except as expressly provided in this Amendment, the terms and provisions of the Employment Agreement shall remain in full force and effect.

     The Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

	FISHER SCIENTIFIC INTERNATIONAL INC.
/s/ Paul M. Meister	By:	/s/ Kevin P. Clark
PAUL M. MEISTER		KEVIN P. CLARK

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EX-99.01

NEWS RELEASE
Media Contact:	Investor Contact:
Gia L. Oei, 603-929-2489	Chet Mehta, 603-929-2260
E-mail: Gia.Oei@fishersci.com	E-mail: Chet.Mehta@fishersci.com

Fisher Scientific President and Chief Operating Officer
to Retire at End of 2006

HAMPTON, N.H., Jan. 11, 2006 — Fisher Scientific International Inc. (NYSE: FSH) announced today that David T. Della Penta will retire at the end of 2006 from his position as president and chief operating officer. Until that time, he will continue to be responsible for all of the company’s operating activities.

     Della Penta joined Fisher in his current role in April 1998. The company will make any additional announcements concerning succession plans later this year.

Fisher Scientific: A World Leader in Serving Science

Fisher Scientific International Inc. (NYSE: FSH) is a leading provider of products and services to the scientific community. Fisher facilitates discovery by supplying researchers and clinicians in labs around the world with the tools they need. We serve pharmaceutical and biotech companies; colleges and universities; medical-research institutions; hospitals; reference, quality-control, process-control and R&D labs in various industries; as well as government agencies. From biochemicals, cell-culture media and proprietary RNAi technology to rapid-diagnostic tests, safety products and other consumable supplies, Fisher provides more than 600,000 products and services. This broad offering, combined with Fisher’s globally integrated supply chain and unmatched sales and marketing presence, helps make our 350,000 customers more efficient and effective at what they do.

Founded in 1902, Fisher Scientific is a FORTUNE 500 company and is a component of the S&P 500 Index. Fisher has approximately 17,500 employees worldwide, and our annual revenues are expected to exceed $5.5 billion in 2005. Fisher Scientific is a company committed to high standards and delivering on our promises — to customers, shareholders and employees alike. Additional information about Fisher is available on the company’s Web site at www.fisherscientific.com.