-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QHSxSP6u4YMwOXZwuLMt1g7dzTprwaGiz/e8LkAnkAyRH/NrGse7Kr8Bg4CtUXaC JXD7NsWClu3ZOzhVNZ2/dA== 0000950135-06-005845.txt : 20060921 0000950135-06-005845.hdr.sgml : 20060921 20060921060102 ACCESSION NUMBER: 0000950135-06-005845 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060920 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060921 DATE AS OF CHANGE: 20060921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER SCIENTIFIC INTERNATIONAL INC CENTRAL INDEX KEY: 0000880430 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 020451017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10920 FILM NUMBER: 061101138 BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039265911 MAIL ADDRESS: STREET 1: LIBERTY LANE CITY: LIBEHAMPTON STATE: NH ZIP: 03842 8-K 1 b62428fse8vk.htm FORM 8-K - FISHER SCIENTIFIC INTERNATIONAL, INC. e8vk
 

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 21, 2006 (September 20, 2006)
 
FISHER SCIENTIFIC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
     
1-10920
(Commission File No.) 		  02-0451017
(IRS Employer Identification No.)
     
Liberty Lane, Hampton, New Hampshire
(Address of principal executive offices) 		  03842
(Zip Code)
(603) 926-5911
(Registrant’s telephone number, including area code)
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:
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))
 
 

 

 

ITEM 1.01 Entry into a Material Definitive Agreement.
          On September 20, 2006, Fisher Scientific International Inc. (the “Company”) entered into (i) the supplemental indenture, dated as of September 20, 2006 (the “63/4% Notes First Supplemental Indenture”) to the Indenture, dated as of August 3, 2004 (the “63/4% Notes Indenture”), between the Company and The Bank of New York Trust Company, N.A., as trustee (the “63/4% Notes Trustee”) pursuant to which the 63/4% Senior Subordinated Notes Due 2014 (the “63/4% Notes”) were issued and (ii) the supplemental indenture, dated as of September 20, 2006 (the “61/8% Notes First Supplemental Indenture” and, together with 63/4% Notes First Supplemental Indenture, the “Supplemental Indentures” ) to the Indenture, dated as of August 3, 2004 (the “61/8% Notes Indenture” and, together with the 63/4% Notes Indenture, the “Indentures”), between the Company and The Bank of New York Trust Company, N.A., as trustee (the “61/8% Notes Trustee” and, together with the 63/4% Notes Trustee, the “Trustee”) pursuant to which the 61/8% Senior Subordinated Notes Due 2015 (the “61/8% Notes” and, together with the 63/4% Notes, the “Notes”) were issued.
          The Supplemental Indentures amend the applicable Indentures by (i) modifying the covenant that requires the Company to provide certain information to the applicable Trustee and the holders such that the filing of the reports specified in Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended by Thermo, the direct parent of the Company after the merger, will satisfy the information requirement and (ii) modifying the provision addressing the effect of credit ratings on certain covenants such that the rating necessary for termination or suspension of the specified covenants will be the rating of the relevant series of Notes (together, the “Amendments”). Each of the Indentures provides that supplemental indentures of this type may be entered into upon receipt of consents from holders representing a majority in aggregate principal amount of the applicable Notes. Prior to the execution of the Supplemental Indentures, the Company solicited and received the required consents to the Amendments to each of the Indentures in connection with its consent solicitation relating to the Indentures. The consent solicitation expired at 5:00 p.m., Eastern Daylight Time, on September 20, 2006.
          There are no material relationships between the Trustee and the Company or any of their respective affiliates, other than the Trustee’s service as trustee under the Indentures and the Supplemental Indentures and the Trustee’s services as trustee under the indenture, dated as of August 3, 2004, between the Company and the Trustee in connection with the Floating Rate Convertible Senior Debentures due 2033.
          The 63/4% Notes First Supplemental Indenture and the 61/8% Notes First Supplemental Indenture are filed as Exhibit 4.1 and Exhibit 4.2, respectively to this report.
ITEM 9.01 Financial Statements and Exhibits.
          (d) Exhibits.
     
Exhibit Number   Description
 
    
Exhibit 4.1
  First Supplemental Indenture, dated as of September 20, 2006, by and between Fisher Scientific International Inc. and The Bank of New York Trust Company, N.A. related to the 63/4% Senior Subordinated Notes Due 2014.
     
Exhibit 4.2
  First Supplemental Indenture, dated as of September 20, 2006, by and between Fisher Scientific International Inc. and The Bank of New York Trust Company, N.A. related to the 61/8% Senior Subordinated Notes Due 2015.

 

 

SIGNATURE
          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  Fisher Scientific International Inc.
 		  
Date: September 21, 2006  By:   /s/ Kevin P. Clark    
    Name:   Kevin P. Clark   
    Title:   Chief Financial Officer   

 

 

         
Exhibit Index
     
Exhibit Number   Description
 
    
Exhibit 4.1
  First Supplemental Indenture, dated as of September 20, 2006, by and between Fisher Scientific International Inc. and The Bank of New York Trust Company, N.A. related to the 63/4% Senior Subordinated Notes Due 2014.
 
    
Exhibit 4.2
  First Supplemental Indenture, dated as of September 20, 2006, by and between Fisher Scientific International Inc. and The Bank of New York Trust Company, N.A. related to the 61/8% Senior Subordinated Notes Due 2015.

 

EX-4.1 2 b62428fsexv4w1.txt EX-4.1 - 1ST SUPPLEMENTAL INDENTURE -6 3/4% NOTES DUE 2014 Exhibit 4.1 SUPPLEMENTAL INDENTURE - -------------------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL INC. 6 3/4% SENIOR SUBORDINATED NOTES DUE 2014 -------------------- FIRST SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 20, 2006 -------------------- THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE - -------------------------------------------------------------------------------- FIRST SUPPLEMENTAL INDENTURE, dated as of September 20, 2006, between Fisher Scientific International Inc., a Delaware corporation (the "Company"), and The Bank of New York Trust Company, N.A. (the "Trustee"). WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of August 3, 2004 (the "Indenture"), pursuant to which the Company issued its 6 3/4% Senior Subordinated Notes Due 2014 (the "Notes"); WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to authorize and approve amendments (the "Proposed Amendments") to the Indenture; WHEREAS, Section 9.2 of the Indenture provides that the Company and the Trustee may amend the Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding; WHEREAS, the Company has distributed a Consent Solicitation Statement, dated September 6, 2006 (the "Solicitation Statement"), and accompanying Consent Form to the Holders of the Notes in connection with the Proposed Amendments as described in the Solicitation Statement; WHEREAS, the Holders of not less than a majority in aggregate principal amount of the Notes outstanding have approved the Proposed Amendments to the provisions of the Indenture; and WHEREAS, the execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows: ARTICLE 1. AMENDMENT OF SECTION 4.18 AND SECTION 4.20 Section 1.01. The first paragraph of Section 4.18 of the Indenture is hereby amended by inserting the following clause at the end of the second to last sentence: "; provided however, that the filing of the reports specified in Sections 13 and 15(d) of the Exchange Act by an entity that is the direct or indirect parent of the Company will satisfy the requirements of this Section 4.18 so long as such entity is an obligor or guarantor on the indenture securities; and provided further that the reports of such entity will not be required to include condensed consolidating financial information for the Company in a footnote to the financial statements of such entity." Section 1.02. Section 4.20 of the Indenture is hereby amended to read in its entirety as follows: "EFFECT OF CREDIT RATING ON CERTAIN COVENANTS. The Company's obligation to comply with the covenants set forth in Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12 and Section 5.1(a)(ii) hereof shall be suspended (and the failure of the Company to comply with such covenants shall not constitute an Event of Default pursuant to Section 6.1 hereof) at any time when, but only for so long as, the Notes have a Minimum Rating from either S&P or Moody's. Notwithstanding the foregoing, in the event that the suspended covenants have not been terminated and the credit rating of the Notes has been downgraded from a Minimum Rating, the suspended covenants shall be reinstated in full force and effect. On the first date on which the Notes have a Minimum Rating from both S&P and Moody's, the covenants of the Company set forth in Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12 and Section 5.1(a)(ii) hereof shall cease to apply to the Company as of and at all times after such date, regardless of whether the Notes fails to maintain a Minimum Rating from either S&P or Moody's thereafter." ARTICLE 2. MISCELLANEOUS Section 2.01. It shall be a condition precedent to the Company's ability to take the actions contemplated by this Supplemental Indenture that the merger of a wholly owned subsidiary of Thermo Electron Corporation with and into the Company, with the Company surviving as a wholly owned subsidiary of Thermo Electron Corporation shall have been consummated. Section 2.02. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every Security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this First Supplemental Indenture. Section 2.03. All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture. Section 2.04. This First Supplemental Indenture shall become effective as of the date hereof at such time as executed counterparts of this First Supplemental Indenture have been delivered by each party hereto to the other party hereto. Section 2.05. Each of the Company and the Trustee hereby confirms and reaffirms the Indenture in every particular except as amended and supplemented by this First Supplemental Indenture. Except as supplemented and amended hereby, all provisions in the Indenture and the First Supplemental Indenture shall remain in full force and effect. Section 2.06. All covenants and agreements in this First Supplemental Indenture by the Company or the Trustee shall bind their respective successors and assigns, whether so expressed or not. Section 2.07. In case any provisions 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 2.08. Nothing in this First Supplemental Indenture express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture. Section 2.09. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture. Section 2.10. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company. Section 2.11. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Original Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 2.12. All provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all provisions in the Indenture and the Notes shall remain in full force and effect. Section 2.13. All covenants and agreements in this First Supplemental Indenture by the Company shall be binding upon and accrue to the benefit of their respective successors. All covenants and agreements in this First Supplemental Indenture by the Trustee shall be binding upon and accrue to the benefit of its successors. Section 2.14. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Kevin Clark ----------------------------------------------- Name: Kevin Clark Title: Vice President & Chief Financial Officer THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/ Peter M. Murphy ----------------------------------------------- Name: Peter M. Murphy Title: Vice President EX-4.2 3 b62428fsexv4w2.txt EX-4.2 - 1ST SUPPLEMENTAL INDENTURE - 6 1/8% NOTES DUE 2015 Exhibit 4.2 SUPPLEMENTAL INDENTURE - -------------------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL INC. 6 1/8% SENIOR SUBORDINATED NOTES DUE 2015 ------------------------ FIRST SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 20, 2006 ------------------------ THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE - -------------------------------------------------------------------------------- FIRST SUPPLEMENTAL INDENTURE, dated as of September 20, 2006, between Fisher Scientific International Inc., a Delaware corporation (the "Company"), and The Bank of New York Trust Company, N.A. (the "Trustee"). WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of July 15, 2005 (the "Indenture"), pursuant to which the Company issued its 6 1/8% Senior Subordinated Notes Due 2015 (the "Notes"); WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to authorize and approve amendments (the "Proposed Amendments") to the Indenture; WHEREAS, Section 9.2 of the Indenture provides that the Company and the Trustee may amend the Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding; WHEREAS, the Company has distributed a Consent Solicitation Statement, dated September 6, 2006 (the "Solicitation Statement"), and accompanying Consent Form to the Holders of the Notes in connection with the Proposed Amendments as described in the Solicitation Statement; WHEREAS, the Holders of not less than a majority in aggregate principal amount of the Notes outstanding have approved the Proposed Amendments to the provisions of the Indenture; and WHEREAS, the execution and delivery of this instrument have been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows: ARTICLE 1. AMENDMENT OF SECTION 4.18 AND SECTION 4.20 Section 1.01. The first paragraph of Section 4.18 of the Indenture is hereby amended by inserting the following clause at the end of the second to last sentence: "; provided however, that the filing of the reports specified in Sections 13 and 15(d) of the Exchange Act by an entity that is the direct or indirect parent of the Company will satisfy the requirements of this Section 4.18 so long as such entity is an obligor or guarantor on the indenture securities; and provided further that the reports of such entity will not be required to include condensed consolidating financial information for the Company in a footnote to the financial statements of such entity." Section 1.02. Section 4.20 of the Indenture is hereby amended to read in its entirety as follows: "EFFECT OF CREDIT RATING ON CERTAIN COVENANTS. The Company's obligation to comply with the covenants set forth in Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12 and Section 5.1(a)(ii) hereof shall be suspended (and the failure of the Company to comply with such covenants shall not constitute an Event of Default pursuant to Section 6.1 hereof) at any time when, but only for so long as, the Notes have a Minimum Rating from either S&P or Moody's. Notwithstanding the foregoing, in the event that the suspended covenants have not been terminated and the credit rating of the Notes has been downgraded from a Minimum Rating, the suspended covenants shall be reinstated in full force and effect. On the first date on which the Notes have a Minimum Rating from both S&P and Moody's, the covenants of the Company set forth in Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12 and Section 5.1(a)(ii) hereof shall cease to apply to the Company as of and at all times after such date, regardless of whether the Notes fails to maintain a Minimum Rating from either S&P or Moody's thereafter." ARTICLE 2. MISCELLANEOUS Section 2.01. It shall be a condition precedent to the Company's ability to take the actions contemplated by this Supplemental Indenture that the merger of a wholly owned subsidiary of Thermo Electron Corporation with and into the Company, with the Company surviving as a wholly owned subsidiary of Thermo Electron Corporation shall have been consummated. Section 2.02. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every Security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this First Supplemental Indenture. Section 2.03. All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture. Section 2.04. This First Supplemental Indenture shall become effective as of the date hereof at such time as executed counterparts of this First Supplemental Indenture have been delivered by each party hereto to the other party hereto. Section 2.05. Each of the Company and the Trustee hereby confirms and reaffirms the Indenture in every particular except as amended and supplemented by this First Supplemental Indenture. Except as supplemented and amended hereby, all provisions in the Indenture and the First Supplemental Indenture shall remain in full force and effect. Section 2.06. All covenants and agreements in this First Supplemental Indenture by the Company or the Trustee shall bind their respective successors and assigns, whether so expressed or not. Section 2.07. In case any provisions 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 2.08. Nothing in this First Supplemental Indenture express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture. Section 2.09. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture. Section 2.10. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company. Section 2.11. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Original Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 2.12. All provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all provisions in the Indenture and the Notes shall remain in full force and effect. Section 2.13. All covenants and agreements in this First Supplemental Indenture by the Company shall be binding upon and accrue to the benefit of their respective successors. All covenants and agreements in this First Supplemental Indenture by the Trustee shall be binding upon and accrue to the benefit of its successors. Section 2.14. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Kevin Clark ----------------------------------------------- Name: Kevin Clark Title: Vice President & Chief Financial Officer THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/ Peter M. Murphy ----------------------------------------------- Name: Peter M. Murphy Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----