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): February 2, 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 (Commission Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Compensation Committee of Henry Schein, Inc. (the "Company") has determined
to revise one of the several criteria upon which the 2004 bonuses for the
Company's executive officers will be based, namely the pre-established target
earnings per share ("EPS"). In recognition of the effect on the Company's EPS as
a result of the inability of Chiron Corporation to supply the Company with
sufficient Fluvirin(R) influenza vaccine for the current influenza season, the
Compensation Committee has determined to reduce the pre-established EPS target.
In addition to reducing this specific target, the Compensation Committee will
also take into account Chiron's inability to supply vaccine in determining final
bonuses for certain executives whose individual business unit financial goals
may have been disproportionately affected by such inability. Although executive
officers will receive bonus payments that are higher than what they otherwise
would have received except for these changes, such payments will be lower than
what they would have received had the original pre-established target been fully
achieved.
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: February 7, 2005 By: /s/ MICHAEL S. ETTINGER
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Name: Michael S. Ettinger
Title: Vice President and General Counsel