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As Of Filer Filing For·On·As Docs:Size 2/20/20 Henry Schein Inc 10-K 12/28/19 125:23M |
Document/Exhibit Description Pages Size
1: 10-K The 2019 Annual 10-K Report HTML 3.00M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 39K
3: EX-10.18 Material Contract HTML 33K
4: EX-10.32 Material Contract HTML 33K
5: EX-21.1 Subsidiaries List HTML 42K
6: EX-23.1 Consent of Experts or Counsel -- exhibit231 HTML 35K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
82: R1 Cover Page HTML 95K
30: R2 Consolidated Balance Sheets HTML 161K
47: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K
117: R4 Consolidated Statements of Income HTML 160K
81: R5 Consolidated Statements of Comprehensive Income HTML 76K
28: R6 Consolidated Statements of Changes in HTML 136K
Stockholders' Equity
45: R7 Consolidated Statements of Changes in HTML 56K
Stockholders' Equity (Parenthetical)
119: R8 Consolidated Statements of Cash Flows HTML 180K
79: R9 Significant Accounting Policies HTML 95K
86: R10 Discontinued Operations HTML 161K
123: R11 Property and Equipment, Net HTML 76K
54: R12 Related Party Transactions HTML 39K
38: R13 Goodwill and Other Intangibles, Net HTML 115K
87: R14 Investments and Other HTML 62K
124: R15 Debt HTML 142K
55: R16 Leases HTML 136K
39: R17 Redeemable Noncontrolling Interests HTML 75K
85: R18 Comprehensive Income HTML 182K
125: R19 Fair Value Measurements HTML 143K
59: R20 Business Acquisitions and Divestitures HTML 47K
18: R21 Plans of Restructuring HTML 131K
88: R22 Earnings Per Share HTML 50K
98: R23 Income Taxes HTML 264K
60: R24 Concentrations of Risk HTML 38K
19: R25 Derivatives and Hedging Activities HTML 39K
89: R26 Revenue from Contracts with Customers HTML 119K
99: R27 Segment and Geographic Data HTML 271K
62: R28 Employee Benefit Plans HTML 175K
17: R29 Commitments and Contingencies HTML 86K
41: R30 Quarterly Information (Unaudited) HTML 169K
58: R31 Supplemental Cash Flow Information HTML 49K
122: R32 Schedule II - Valuation and Qualifying Accounts HTML 128K
84: R33 Significant Accounting Policies (Policies) HTML 163K
40: R34 Discontinued Operations (Tables) HTML 161K
57: R35 Property and Equipment, Net (Tables) HTML 74K
121: R36 Goodwill and Other Intangibles, Net (Tables) HTML 114K
83: R37 Investments and Other (Tables) HTML 61K
42: R38 Debt (Tables) HTML 138K
56: R39 Leases (Tables) HTML 173K
21: R40 Redeemable Noncontrolling Interests (Tables) HTML 73K
65: R41 Comprehensive Income (Tables) HTML 184K
108: R42 Fair Value Measurements (Tables) HTML 136K
97: R43 Plans of Restructuring (Tables) HTML 130K
20: R44 Earnings Per Share (Tables) HTML 49K
64: R45 Income Taxes (Tables) HTML 261K
106: R46 Revenue from Contracts with Customers (Tables) HTML 117K
96: R47 Segment and Geographic Data (Tables) HTML 273K
22: R48 Employee Benefit Plans (Tables) HTML 160K
63: R49 Commitments and Contingencies (Tables) HTML 47K
43: R50 Quarterly Information (Unaudited) (Tables) HTML 169K
31: R51 Supplemental Cash Flow Information (Tables) HTML 45K
78: R52 Significant Accounting Policies (Details) HTML 117K
118: R53 Discontinued Operations - Summarized financial HTML 190K
information for our discontinued operations
(Details)
44: R54 Discontinued Operations - Narrative (Details) HTML 48K
32: R55 Property and Equipment, Net (Details) HTML 71K
80: R56 Goodwill and Other Intangibles, Net - Goodwill HTML 46K
(Details)
120: R57 Goodwill and Other Intangibles, Net - Other HTML 66K
Intangibles (Details)
46: R58 Goodwill and Other Intangibles, Net - Amortization HTML 49K
(Narrative) (Details)
29: R59 Investments and Other (Details) HTML 57K
92: R60 Investments and Other - Long-term notes receivable HTML 41K
(Details)
100: R61 Debt - Bank Credit Lines (Details) HTML 42K
66: R62 Debt - Revolving Credit Agreement and Other HTML 57K
Short-Term Credit Lines - Narrative (Details)
24: R63 Debt - Committed Loan Associated with Animal HTML 48K
Health Spin-off - Narrative (Details)
95: R64 Debt - Long-term Debt (Details) HTML 54K
103: R65 Debt - Private Placement Facilities - Narrative HTML 45K
(Details)
69: R66 Debt - Private Placement Facility Borrowings HTML 93K
(Details)
27: R67 Debt - U.S. Trade Accounts Receivable HTML 58K
Securitization - Narrative (Details)
90: R68 Debt - Maturities (Details) HTML 53K
104: R69 Leases - Narrative (Details) HTML 49K
116: R70 Leases - Components of lease expense (Details) HTML 44K
75: R71 Leases - Supplemental cash flow information HTML 47K
(Details)
37: R72 Leases - Supplemental balance sheet information HTML 66K
(Details)
53: R73 Leases - Maturities of lease liabilities (Details) HTML 63K
111: R74 Leases - Present value of lease liabilities HTML 47K
(Details)
70: R75 Leases - Future minimum lease payments under HTML 76K
non-cancelable operating leases and capital leases
(Details)
33: R76 Redeemable Noncontrolling Interests (Details) HTML 48K
48: R77 Comprehensive Income - Accumulated Other HTML 117K
Comprehensive Income and Comprehensive Income
Components (Details)
110: R78 Comprehensive Income - Foreign Currency HTML 36K
Translation Gain (Loss) Components (Details)
77: R79 Comprehensive Income - Total Comprehensive Income HTML 44K
(Details)
115: R80 Fair Value Measurements (Details) HTML 74K
74: R81 Business Acquisitions and Divestitures (Narrative) HTML 109K
(Details)
36: R82 Plans of Restructuring (Narrative) (Details) HTML 48K
51: R83 Plans of Restructuring - Restructuring Reserve HTML 69K
Roll Forward by Expense and Segment (Details)
113: R84 Earnings Per Share (Details) HTML 43K
72: R85 Income Taxes - Income before Taxes and Equity in HTML 40K
Earnings of Affiliates and Provisions for Income
Taxes (Details)
34: R86 Income Taxes - Provisions for income taxes HTML 63K
(Details)
49: R87 Income Taxes - Deferred Income Tax Asset HTML 74K
(Liabilty) (Details)
109: R88 Income Taxes - Operating Loss Carryforwards HTML 42K
(Details)
76: R89 Income Taxes - Effective Income Tax Rate HTML 80K
Reconciliation (Details)
93: R90 Income Taxes - Reconciliation of Unrecognized Tax HTML 48K
Benefits (Details)
101: R91 Income Taxes (Narrative) (Details) HTML 68K
67: R92 Concentrations of Risk (Details) HTML 47K
25: R93 Derivatives and Hedging Activities (Details) HTML 42K
94: R94 Revenue from Contracts with Customers - HTML 101K
Disaggregation of Net sales (Details)
102: R95 Segment and Geographic Data (Details) HTML 112K
68: R96 Segment and Geographic Data - Net Sales and HTML 57K
Long-Lived Assets by Geographic Area (Details)
26: R97 Employee Benefit Plans - Stock-Based Compensation HTML 66K
(Details)
91: R98 Employee Benefit Plans - Stock Option Activity HTML 144K
(Details)
105: R99 Employee Benefit Plans - Other Employee Benefits HTML 55K
(Details)
71: R100 Commitments and Contingencies - Unrecorded HTML 49K
Unconditional Purchase Obligation (Details)
112: R101 Commitments and Contingencies - Other Commitments HTML 49K
(Details)
50: R102 Commitments and Contingencies - Litigation HTML 140K
(Details)
35: R103 Quarterly Information (Unaudited) (Details) HTML 77K
73: R104 Supplemental Cash Flow Information (Details) HTML 69K
114: R105 Related Party Transactions (Narrative) (Details) HTML 70K
52: R106 Schedule II - Valuation and Qualifying Accounts HTML 43K
(Details)
61: XML IDEA XML File -- Filing Summary XML 228K
15: XML XBRL Instance -- hsic-20191228_htm XML 6.19M
107: EXCEL IDEA Workbook of Financial Reports XLSX 165K
11: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 496K
Linkbase -- hsic-20191228_cal
12: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 1.24M
-- hsic-20191228_def
13: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase -- XML 3.01M
hsic-20191228_lab
14: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 2.19M
Linkbase -- hsic-20191228_pre
10: EX-101.SCH Inline XBRL Taxonomy Extension Schema -- XSD 259K
hsic-20191228
16: JSON XBRL Instance as JSON Data -- MetaLinks 638± 986K
23: ZIP XBRL Zipped Folder -- 0001000228-20-000018-xbrl Zip 534K
| EX-4.4 |
Exhibit 4.4
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Henry Schein, Inc. (“Henry Schein” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): the Company’s common stock, par value $0.01 per share (“Common Stock”).
Description of Common Stock
The following summary description sets forth some of the general terms and provisions of the Common Stock. Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed description of the Company’s Common Stock, you should refer to the provisions of the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Second Amended and Restated By-Laws (the “By-Laws”), each of which is an exhibit to the Annual Report on Form 10-K to which this description is an exhibit.
Authorized Capital Shares
Under the Certificate of Incorporation, Henry Schein is authorized to issue up to 481,000,000 shares, consisting of (i) 480,000,000 shares of Common Stock, and (ii) 1,000,000 shares of preferred stock, having a par value of $0.01 per share.
Dividend Rights
Henry Schein’s board of directors (the “Board”) may declare dividends (out of funds legally available therefor) upon the shares of Henry Schein (as and when the Board determines) at any regular or special meeting of the Board.
Voting Rights
Each holder of shares of Common Stock is entitled to one vote in respect of each share held. The affirmative vote of 80% or more of all outstanding stock of Henry Schein is required for the amendment of this voting rights provision in the Certificate of Incorporation. Cumulative voting is not permitted.
Liquidation, Dissolution or Similar Rights
Subject to the rights of holders of outstanding shares of preferred stock, if any, holders of Common Stock will share ratably in all assets legally available for distribution to our shareholders in the event of a liquidation, dissolution or winding up of the affairs of the Company.
Preemptive Rights
The Certificate of Incorporation provides that no holder of stock of any class is entitled to any preemptive right to subscribe for or purchase any shares of Henry Schein stock. The Common Stock is not redeemable, is not subject to sinking fund provisions, does not have any conversion rights and is not subject to call.
Antitakeover Statute; Business Combinations
Henry Schein has not opted-out of (and is thus subject to) the “business combination” prohibition under Section 203 of the Delaware General Corporation Law (the “DGCL”). In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock (an “Interested Stockholder”) for a period of three years following the date the person became an Interested Stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an Interested Stockholder is approved in a prescribed manner.
Approval of Certain Transactions; Protective Provisions
If stockholder approval is required (i) for the adoption of a merger or consolidation agreement, or (ii) to authorize any sale, lease, transfer or exchange of all or substantially all of the assets of Henry Schein, then the affirmative vote of 60% or more of the outstanding stock of Henry Schein entitled to vote thereon is required to approve the relevant action.
The affirmative vote of 60% or more of all outstanding stock of Henry Schein entitled to vote thereon is required for the amendment of the provision above.
Ability to Call Special Meetings of Stockholders
Subject to the rights of any series of Henry Schein preferred stock, special meetings of stockholders may be called by (i) the chairman of the Board or (ii) resolution adopted by the affirmative vote of a majority of the Board, and will be called at the request of stockholders holding more than 10% of the voting power of the outstanding shares entitled to vote in the election of directors.
Advance Notice Procedures Required for Stockholder Proposals
The By-Laws sets forth advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board or a committee of the Board.
Stockholder Action by Written Consent
Any action required or permitted to be taken by Henry Schein stockholders at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted.
2
Certain Proceedings
The Certificate of Incorporation provides that, whenever a compromise or arrangement is proposed between Henry Schein and its creditors or any class of them and/or between Henry Schein and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application of (i) Henry Schein, (ii) any creditor or stockholder thereof, (iii) any receiver or receivers appointed for Henry Schein under the provisions of Section 291 of Title 8 of the DGCL, (iv) trustees in dissolution, or (v) any receiver or receivers appointed for Henry Schein under the provisions of Section 279 of Title 8 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of Henry Schein, as the case may be, to be summoned in such manner as the court directs.
If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of Henry Schein, as the case may be, agree to any compromise or arrangement and to any reorganization of Henry Schein as a consequence of such compromise or arrangement, the compromise or arrangement and the reorganization will, if sanctioned by the court to which the application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of Henry Schein, as the case may be, and also on Henry Schein.
Forum Selection Provision
Unless Henry Schein consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Henry Schein, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of Henry Schein to Henry Schein or Henry Schein’s stockholders, (iii) any action asserting a claim arising under the DGCL, the Certificate of Incorporation or the By-Laws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine.
3
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Henry Schein Inc. 10-K 12/30/23 140:17M 2/21/23 Henry Schein Inc. 10-K 12/31/22 133:16M 2/15/22 Henry Schein Inc. 10-K 12/25/21 127:22M 2/26/21 Henry Schein Inc. S-8 2/26/21 3:69K Donnelley … Solutions/FA 2/17/21 Henry Schein Inc. 10-K 12/26/20 120:15M 5/28/20 SEC UPLOAD¶ 6/25/20 2:39K Henry Schein Inc. 5/01/20 SEC UPLOAD¶ 6/25/20 2:44K Henry Schein Inc. |