-----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, SS9+RTj/0oCvjRIpK4HLV2lPZmWG+eizLGk9wwAI5iWLVYfbJjEQQgJnC5AoO2w1 zWMZvnMTwlUm+sNujeoVYA== 0001209191-04-040648.txt : 20040812 0001209191-04-040648.hdr.sgml : 20040812 20040812174636 ACCESSION NUMBER: 0001209191-04-040648 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040802 FILED AS OF DATE: 20040812 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RICH SIMON B CENTRAL INDEX KEY: 0001265583 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10920 FILM NUMBER: 04971391 BUSINESS ADDRESS: STREET 1: 30 PENHALLOW STREET CITY: PORTSMOUTH STATE: NH ZIP: 03801-3816 BUSINESS PHONE: 6034336131 MAIL ADDRESS: STREET 1: 30 PENHALLOW STREET CITY: PORTSMOUTH STATE: NH ZIP: 03801-3816 3 1 bny00383_bny1sbr.xml MAIN DOCUMENT DESCRIPTION X0202 3 2004-08-02 0 0000880430 FISHER SCIENTIFIC INTERNATIONAL INC FSH 0001265583 RICH SIMON B LIBERTY LANE HAMPTON NH 03842 1 0 0 0 Stock Option (right to buy) 47.93 2004-08-02 2014-01-27 Common Stock 6720 D Acquired pursuant to an Amended and Restated Agreement and Plan of Merger dated as of March 17, 2004, as amended on April 16, 2004, by and among Fisher Scientific International Inc. ("Fisher"), Fox Merger Corporation, a wholly owned subsidiary of Fisher ("Merger Sub") and Apogent Technologies Inc. ("Apogent"). At the effective time of the merger of Merger Sub with and into Apogent (the "Merger"), each outstanding share of Apogent common stock was converted into .56 shares of Fisher common stock. Immediately following the effective time of the Merger, the reporting person became a director of Fisher. On the effective date of the Merger, the closing price of Fisher's common stock was $59.60, and the closing price of Apogent's common stock was $33.37. At the effective time of the Merger, each outstanding Apogent stock option was assumed by Fisher and converted to an option to acquire Fisher common stock. The number of shares subject to each new Fisher option is equal to the number of shares subject to each Apogent option held immediately prior to the effective time of the Merger multiplied by .56 (rounded down to the nearest whole share), and the per share exercise price of each new Fisher option is equal to the exercise price per share of each Apogent option divided by .56 (rounded up to the nearest whole cent). /s/ Simon B. Rich 2004-08-12 EX-24 2 bny00383_bny1sbrpoa.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints Todd M. DuChene and Carrie M. Kane his true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Fisher Scientific International Inc. (the "Company") Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such form with the United States Securities and Exchange Commission or any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorneys-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers granted herein. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of an transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 12th day of August, 2004. /s/ Simon B. Rich ---------------------- Simon B. Rich -----END PRIVACY-ENHANCED MESSAGE-----