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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): March 1, 2006
 
     
Fisher Scientific International Inc.
(Exact name of registrant as specified in its charter)
 
         
DELAWARE   1-10920   02-0451017
(State or other jurisdiction of
incorporation or organization) 		  (Commission
File Number) 		  I.R.S. Employer
Identification No.)
         
     
Liberty Lane, Hampton, New Hampshire   03842
(Address of principal executive offices)   (Zip Code)
     
     
(603) 926-5911
(Registrant’s telephone number, including area code)
 
     
None
(Former name, former address and former fiscal year, 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):
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))
 
 

 

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Item 1.01      Entry into a Material Definitive Agreement.
Item 2.05      Costs Associated with Exit or Disposal Activities.
Item 9.01      Financial Statements and Exhibits.
SIGNATURES
Ex-10.01 Amendment to Deferred Compensation Plan
Ex-10.02 Amendment to Retirement Plan

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Item 1.01       Entry into a Material Definitive Agreement.
The Board of Directors of Fisher Scientific International Inc. (the “Board”) held a meeting on March 1, 2006, at which it took the following actions with respect to director compensation:
  •   increased cash compensation from $40,000 to $60,000 per year for service on the Board for all members, and for the chairman of the Audit Committee from $10,000 to $20,000 (in addition to Board compensation), effective January 1, 2006, and authorized non-employee directors to elect to have all or a portion of director fees, including deferred fees through an amendment to the Company’s Deferred Compensation Plan for Non-Employee Directors, paid in the form of Fisher Scientific International Inc. (“Company”) common stock;
 
  •   approved an annual grant to each non-employee director of 2,000 restricted stock units vesting over a three-year period (with one-third vesting each year);
 
  •   approved an amendment to the Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. to provide that, upon a change in control, a director with less than 5 years of eligible service on the Board will be deemed to have completed 5 years of eligible service for purposes of receiving benefits under the plan.
The Compensation Committee of the Board also held a meeting on March 1, 2006, at which it determined that the performance goals to be used under the Company’s 2006 Management Incentive Plan (the “MIP”) for 2006 for the Company’s senior executives would be based upon the Company’s net income and free cash flow (operating cash flow less capital expenditures). The MIP provides senior executives with the opportunity to receive cash bonuses for 2006 upon the achievement of specified performance goals under the Company’s 2005 Equity and Incentive Plan (the “2005 Plan”), which was approved by the Company’s stockholders in 2005.

 

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Item 2.05       Costs Associated with Exit or Disposal Activities.
As previously indicated, due to challenging market conditions for its laboratory workstations business segment, the Company is evaluating its fit in the strategic direction of the Company’s businesses. In furtherance of such ongoing evaluation, on March 1, 2006, the Board authorized management to engage financial and other advisors to evaluate strategic alternatives for the laboratory workstations business, including its possible disposition. The Company has not yet established a definitive timetable for, or estimated the costs it will incur in connection with, such evaluation.
Item 9.01       Financial Statements and Exhibits.
(c)      Exhibits.
See Exhibit Index below.

 

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SIGNATURES
     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.
         
  FISHER SCIENTIFIC INTERNATIONAL INC.
  		 
Dated: March 7, 2006  By:   /s/ Kevin P. Clark    
    Name:   Kevin P. Clark   
    Title:   Chief Financial Officer   

 

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EXHIBIT INDEX
     
Exhibit No .   Description
 
   
10.01
  Amendment to Deferred Compensation Plan for Non-Employee Directors of Fisher Scientific International Inc.
 
   
10.02
  Amendment to Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc.
 
   

 

 

Exhibit 10.01
FIRST AMENDMENT TO THE FISHER SCIENTIFIC INTERNATIONAL INC.
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
The Board of Directors of Fisher Scientific International Inc. hereby amends the Fisher Scientific International Inc. Deferred Compensation Plan for Non-Employee Directors (the “Plan”), effective as of March 1, 2006, as follows:
1.   The second sentence of Subparagraph 2(a) is hereby amended by replacing the word “as” with the word “was.”
 
2.   The first paragraph of Section 3 is hereby amended by adding the following sentence thereto, which shall be inserted after the first sentence of such Section:
“Such amounts shall be denominated in cash or in shares of the Corporation’s common stock (“Shares”), in accordance with the Director’s election.”
3.   The last sentence of the first paragraph of Section 3 is hereby restated in its entirety, as follows:
“The Director shall not have any interest in the amounts or Shares credited to his account until they are distributed in accordance with the Plan.”
4.   The first sentence of the second paragraph of Section 3 is amended by inserting the words “and denominated in cash” between the words “to the Director’s account” and “shall accrue amounts” therein.
 
5.   A new third paragraph is hereby added to Section 3, as follows:
“Amounts credited to the Director’s account and denominated in Shares shall be determined by dividing the amount of the deferred compensation elected to be deferred in the form of Shares by the closing price of the Shares on the New York Stock Exchange on the last trading day of the calendar quarter with respect to which such compensation is payable (with any fractional amounts being denominated in cash). No interest shall accrue with respect to amounts deferred in Shares. Any cash dividends and/or special dividends and distributions with respect to such shares shall be credited to the Director’s account in cash.
6.   Subparagraphs 4(a) and 4(b) of the Plan are hereby amended by adding the words “or Shares” between the words “amount of cash” and “credited to the” in the first sentence of each such subparagraph.
 
7.   Paragraph 5 of the Plan is hereby re-titled “DISTRIBUTION ON DEATH.”
 
8.   Subparagraph 6(b) of the Plan is hereby amended by adding the words “or Shares” between the words “set aside funds” and “for the payment” therein.

1

 

9.   Subparagraph 6(d) of the Plan is hereby amended by adding the words “of cash or Shares” between the words “with respect to amounts” and “then in the Director’s account” therein.
 
10.   Subparagraph 6(e) of the Plan is hereby amended by adding the words “of cash or Shares” between the words “indicating the amount” and “credited to the” therein.

2

 

Exhibit 10.02
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS OF
FISHER SCIENTIFIC INTERNATIONAL INC.
Amendment
Fisher Scientific International Inc., a Delaware corporation, having heretofore adopted the Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (the “Plan”), and having reserved the right under Section 6(c) thereof to amend the Plan, does hereby amend the Plan, effective March 1, 2006, as set forth below:
Section 1 is hereby amended by adding the following sentence to the end thereof:
Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control (as such term is defined in the Fisher Scientific International Inc. 2005 Equity and Incentive Plan as in effect on March 1, 2006), any member of the Board of the Corporation or it subsidiaries who is not an employee of the Corporation and then has less than five years of Eligible Service shall, for the purposes of calculating Eligible Service, be deemed to have served as a non-employee director on the Board for five years, and thereafter, be deemed to have served as a non-employee director on the Board for the greater of (i) five years or (ii) the actual number of years he served as a non-employee director on the Board, and shall be treated as an Eligible Director for all purposes of the Plan.