UNITED STATES
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 31, 2005
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27078 11-3136595
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(State or other jurisdiction (Commission Number) (IRS Employer
of incorporation) Identification No.)
135 Duryea Road Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 843-5500
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(Former name or former address, 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On January 31, 2005, Henry Schein, Inc. issued a press release announcing
that the Company's Board of Directors has authorized a 2-for-1 stock split, in
the form of a 100% stock dividend, payable on or about February 28, 2005, to
shareholders of record as of February 15, 2005. The split will increase the
total number of shares of common stock outstanding to approximately 86,600,000.
Attached hereto and incorporated herein by reference as Exhibit 99.1 is the
press release.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit 99.1 - Press Release dated January 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HENRY SCHEIN, INC.
Date: January 31, 2005 By: /s/ Michael S. Ettinger
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Name: Michael S. Ettinger
Title: Vice President and General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press release dated January 31, 2005
EXHIBIT 99.1
[GRAPHIC OMITTED][GRAPHIC OMITTED]
FOR: HENRY SCHEIN, INC.
CONTACT: STEVEN PALADINO
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
STEVEN.PALADINO@HENRYSCHEIN.COM
(631) 843-5500
SUSAN VASSALLO
DIRECTOR, CORPORATE
COMMUNICATIONS
SUSAN.VASSALLO@HENRYSCHEIN.COM
FOR IMMEDIATE RELEASE (631) 843-5562
HENRY SCHEIN ANNOUNCES 2-FOR-1 STOCK SPLIT
MELVILLE, N.Y. - JANUARY 31, 2005 - Henry Schein, Inc. (Nasdaq: HSIC), the
largest distributor of healthcare products and services to office-based
practitioners in the combined North American and European markets, today
announced that the Company's Board of Directors has authorized a 2-for-1 stock
split, in the form of a 100% stock dividend, payable on or about February 28,
2005, to shareholders of record as of February 15, 2005. The split is the
company's first since becoming a publicly-traded company in November 1995, and
will increase the total number of shares of common stock outstanding to
approximately 86,600,000 million.
"Our market valuation and share price reflect our commitment to leadership
in serving the needs of dentists, physicians and veterinarians across the United
States, and our growing presence in Canadian and European dental markets. We
believe this stock split is in the long-term interest of our shareholders, as it
will increase liquidity and make equity ownership in Henry Schein more
accessible, in particular for individual investors," said Stanley M. Bergman,
Chairman, Chief Executive Officer and President of Henry Schein.
ABOUT HENRY SCHEIN
Henry Schein, a Fortune 500(R) company, is recognized for its excellent
customer service and highly competitive prices. The Company's four business
groups - Dental, Medical, International and Technology - serve more than 450,000
customers worldwide, including dental practices and laboratories, physician
practices and veterinary clinics, as well as government and other institutions.
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The Company's sales reached a record $3.4 billion in 2003. Henry Schein operates
through a centralized and automated distribution network, which provides
customers in more than 125 countries with a comprehensive selection of over
90,000 national and Henry Schein private-brand products.
Henry Schein also offers a wide range of innovative value-added practice
solutions, including such leading practice management software systems as
DENTRIX(R) and Easy Dental(R) for dental practices, and AVImark(R) for
veterinary clinics, which are installed in over 50,000 practices; and ArubA(R),
Henry Schein's electronic catalog and ordering system.
Headquartered in Melville, N.Y., Henry Schein employs nearly 10,000 people
and has operations in 17 countries. For more information, visit the Henry Schein
Web site at WWW.HENRYSCHEIN.COM.
In accordance with the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company provides the following cautionary
remarks regarding important factors which, among others, could cause future
results to differ materially from the forward-looking statements, expectations
and assumptions expressed or implied herein. All forward-looking statements made
by us are subject to risks and uncertainties and are not guaranties of future
performance. These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the Company's actual results,
performance and achievements, or industry results to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. These statements are identified by the use of
such terms as "may," "could," "expect," "intend," "believe," "plan," "estimate,"
"forecast," "project," "anticipate," or other comparable terms. A full
discussion of the Company's operations and financial condition, including
factors that may affect its business and future prospects, is contained in
documents the Company has filed with the SEC and will be contained in all
subsequent periodic filings made with the SEC. These documents identify in
detail important risk factors that could cause the Company's actual performance
to differ materially from current expectations.
Risk factors and uncertainties which could cause actual results to differ
materially from current and historical results include, but are not limited to:
competitive factors; changes in the healthcare industry; changes in government
regulations that affect the Company; financial risks associated with the
Company's international operations; fluctuations in quarterly earnings;
transitional challenges associated with acquisitions; regulatory and litigation
risks; the dependence on the Company's continued product development, technical
support and successful marketing in the technology segment; the Company's
dependence upon sales personnel and key customers; the Company's dependence on
its senior management; the Company's dependence on third parties for the
manufacture and supply of its products; possible increases in the cost of
shipping the Company's products or other service trouble with the Company's
third-party shippers; risks from rapid technological change; and risks from
potential increases in variable interest rates.
The order in which these factors appear should not be construed to
indicate their relative importance or priority. The Company cautions that these
factors may not be exhaustive and that many of these factors are beyond the
Company's ability to control or predict. Accordingly, forward-looking statements
should not be relied upon as a prediction of actual results. The Company
undertakes no duty and has no obligation to update forward-looking statements.
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