================================================================================
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): DECEMBER 16, 2005
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
0-27078
(Commission File Number)
DELAWARE 11-3136595
-------------------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
135 DURYEA ROAD
MELVILLE, NEW YORK
11747
-----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(631) 843-5500
-----------------------------------------------------
(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:
[] 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))
================================================================================
1
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.
On December 16, 2005, our Board of Directors approved an amendment (the
"Amendment") to the Employment Agreement dated January 1, 2003 between Henry
Schein, Inc. and Stanley M. Bergman (the "Employment Agreement"). The Amendment
extends the employment term for an additional three-year period ending on
December 31, 2008. The employment term may thereafter be extended for successive
three-year periods on advance notice from either party. The Amendment also
increases Mr. Bergman's annual rate of base salary to $1,000,000, beginning
January 1, 2006.
The Amendment also modifies Mr. Bergman's severance entitlements in the
event his employment is terminated by the Company without cause within 12 months
following a change in control of the Company (or during a specified period in
advance of a change in control). With this modification, the aggregate severance
amounts payable under these circumstances generally equal those payable to Mr.
Bergman in the event he terminates his employment within 12 months following a
change in control of the Company.
The Amendment also makes certain technical changes in accordance with,
and necessary to comply with, recent changes in the tax law, including
provisions specifying that Mr. Bergman will receive severance amounts in the
form of a lump sum (thereby eliminating Mr. Bergman's ability to elect, at the
time of termination, to receive severance amounts in another form), and
provisions requiring post-termination severance and benefit payments comply with
the six month deferral rule under Code Section 409A. The Company also agreed to
pay or reimburse Mr. Bergman for attorney fees incurred in connection with the
negotiation of the Amendment.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
10.1 Amendment to the Employment Agreement dated as of December 16,
2005 between Registrant and Stanley M. Bergman.
3
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 hereunto duly authorized.
HENRY SCHEIN, INC.
By: /s/ Michael S. Ettinger
-----------------------------------
Name: Michael S. Ettinger
Title: Vice President and
General Counsel
Date: December 19, 2005
4