Henry Schein Inc – ‘8-A12G’ on 12/21/98

As of:  Monday, 12/21/98   ·   Accession #:  889812-98-2956   ·   File #:  0-27078

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration Statement                                 7     25K 
 2: EX-4.1      Rights Agreement                                      41    184K 

8-A12G   —   Registration Statement
Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

HENRY SCHEIN, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

      Delaware                                  11-3136595
----------------------------------------       ---------------------------------
(State of incorporation or organization)       (IRS Employer Identification No.)

135 Duryea Road, Melville, NY                             11747     
----------------------------------------                    ------------        
(Address of principal executive offices)                     (Zip Code)         

Securities to be registered pursuant to Section 12(b) of the Act: None

 Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock Purchase Rights
----------------------------
(Title of Class)

8-A12G
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Item 1.           Description of Registrant's Securities to be Registered.      

         On November 30, 1998, the Board of Directors of Henry Schein, Inc. (the
"Corporation" or the "Company") declared a dividend distribution of one right (a
"Right") to purchase one-tenth of a share of the Common Stock, $.01 par value,  
of the Corporation (the "Common Shares") for each outstanding share of Common   
Stock, payable to the stockholders of record on December 14, 1998 (the "Record  
Date"). The Board of Directors also authorized and directed the issuance of one 
Right with respect to each Common Share issued thereafter until the Distribution
Date (as defined below) and, in certain circumstances, with respect to Common   
Shares issued after the Distribution Date. Except as set forth below, each      
Right, when it becomes exercisable, entitles the registered holder to purchase  
from the Corporation one-tenth of a Common Share at a price of $185 per whole   
Common Share (the "Purchase Price"), subject to adjustment. The description and 
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Corporation and Continental Stock Transfer & Trust Company, as      
Rights Agent (the "Rights Agent"), dated as of November 30, 1998.               

         Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates will be      
distributed. The Rights will separate from the Common Shares upon the earliest  
to occur of (i) a person or entity (a "Person") or group of affiliated or       
associated Persons (a "Group") having acquired beneficial ownership of 15% or   
more of the outstanding Common Shares (except pursuant to a Permitted Offer, as 
hereinafter defined); or (ii) 10 business days (or such later date as the Board 
of Directors may determine) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which   
would result in a Person or Group becoming an Acquiring Person (as hereinafter  
defined) (the earliest of such dates being called the "Distribution Date"). A   
Person or Group whose acquisition of Common Shares causes a Distribution Date   
pursuant to clause (i) above is an "Acquiring Person." The date that a Person or
Group becomes an Acquiring Person is the "Shares Acquisition Date."             

         Notwithstanding the foregoing, certain stockholders who currently own
in excess of 15% of the outstanding Common Shares and their affiliates and      
associates ("Grandfathered Stockholders") will not be deemed to be Acquiring    
Persons and their ownership will not cause a Distribution Date unless they      
acquire additional Common Shares equal to more than 20% of the number of Common 
Shares owned by them on the date of the Rights Agreement. Grandfathered         
Stockholders may transfer some or all of the Common Shares which they           
beneficially own to any Person that does not, prior to such transfer,           
beneficially own more than 1% of the outstanding shares.                        

       In addition, a Person who acquires Common Shares pursuant to a tender
or exchange offer which is for all outstanding Common Shares at a price and on  
terms which the Board of Directors determines (prior to acquisition) to be      
adequate and in the best interests of the Corporation and its stockholders      
(other than such Person, its affiliates and associates) (a "Permitted Offer")   
will not be deemed to be an Acquiring Person and such Person's ownership        

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will not constitute a Distribution Date. Furthermore, no party to the Amended   
and Restated HSI Agreement, dated as of February 10, 1994, as amended (the "HSI 
Agreement"), the Voting Trust dated September 30, 1994, as amended, or any of   
the Restructuring Agreements (as defined in the HSI Agreement) will be deemed,  
by virtue of such agreements, to be the beneficial owner of any of the Common   
Shares beneficially owned by any of the other parties thereto, and such         
agreements shall not be deemed to cause the parties thereto to be considered a  
group for purposes of the definition of Acquiring Person.                       

      The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the      
Distribution Date (or earlier redemption or expiration of the Rights), new      
Common Share certificates issued after the Record Date upon the transfer or new 
issuance of Common Shares will contain a notation incorporating the Rights      
Agreement by reference. Until the Distribution Date (or earlier redemption or   
expiration of the Rights), the surrender for transfer of any certificates for   
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the 
transfer of the Rights associated with the Common Shares represented by such    
certificate. As soon as practicable following the Distribution Date, separate   
certificates evidencing the Rights ("Right Certificates") will be mailed to     
holders of record of the Common Shares as of the close of business on the       
Distribution Date (and to each initial record holder of certain Common Shares   
issued after the Distribution Date), and such separate Right Certificates alone 
will evidence the Rights.                                                       

      The Rights are not exercisable until the Distribution Date, and will
expire at the close of business on November 30, 2008, unless earlier redeemed by
the Corporation as described below.                                             

       In the event that any person becomes an Acquiring Person, each holder
of Rights (other than Rights that have become null and void as described below) 
will thereafter have the right (the "Flip-In Right") to receive, upon exercise  
of such Rights, the number of Common Shares (or, in certain circumstances, other
securities of the Corporation) having a value (immediately prior to such        
triggering event) equal to two times the aggregate exercise price of such       
Rights. For example, if a Person became an Acquiring person at a time when the  
current per share market price of the Corporation's Common Shares is $37 (and   
prior to any antidilution adjustment as described below), each holder of a Right
(other than a Right which has become null and void as described herein) would   
have the right to receive upon the exercise of the Right ten Common Shares upon 
the payment of an exercise price of $185.                                       

     The Board, at its option, may exchange each Right (other than those
that have become null and void as described below) for one Common Share in lieu 
of the Flip-In Right, provided no Person is the beneficial owner of 50% or more 
of the Common Shares at the time of such exchange. Notwithstanding the          
foregoing, following the occurrence of the event described above, all Rights    
that are or (under certain circumstances specified in the Rights Agreement) were
beneficially owned by any Acquiring Person or any affiliate or associate thereof
or certain transferees thereof will be null and void.                           

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       In the event that, at any time following the Shares Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination       
transaction in which the holders of all of the outstanding Common Shares        
immediately prior to the consummation of the transaction are not the holders of 
all of the surviving corporation's voting power, or (ii) more than 50% of the   
Corporation's assets or earning power is sold or transferred, then each holder  
of Rights (except Rights which previously have been voided as set forth above)  
shall thereafter have the right (the "Flip-Over Right") to receive, upon        
exercise of such Rights, common shares of the acquiring company (or in certain  
circumstances, its parent) having a value equal to two times the aggregate      
exercise price of the Rights; provided, however, that the Flip Over Right shall 
not apply to any transaction described in clause (i) if (x) such transaction is 
with a Person or Persons (or a wholly owned subsidiary of any such Person or    
Persons) that acquired Common Shares pursuant to a Permitted Offer and (y) the  
price and form of consideration offered in such transaction is the same as that 
paid to all holders of Common Shares whose shares were purchased pursuant to the
Permitted Offer. The holder of a Right will continue to have the Flip-Over Right
whether or not such holder exercises or surrenders the Flip-In Right.           

      The Purchase Price payable, and the number of Common Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from 
time to time to prevent dilution (i) in the event of a stock dividend on, or a  
subdivision, combination or reclassification of, the Common Shares, (ii) upon   
the grant to holders of the Common Shares of certain rights or warrants to      
subscribe for or purchase Common Shares at a price, or securities convertible   
into Common Shares with a conversion price, less than the then current market   
price of the Common Shares, or (iii) upon the distribution to holders of the    
Common Shares of evidences of indebtedness or assets (excluding regular         
quarterly cash dividends) or of subscription rights or warrants (other than     
those referred to above).                                                       

      With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in   
such Purchase Price. No fractional Common Shares will be issued and, in lieu    
thereof, an adjustment in cash will be made based on the market price of the    
Common Shares on the last trading day prior to the date of exercise.            

       At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Corporation may      
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the  
"Redemption Price"), which redemption shall be effective at such time, on such  
basis and with such conditions as the Board of Directors may establish in its   
sole discretion. The Corporation may, at its option, pay the Redemption Price in
Common Shares.                                                                  

     All of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Distribution Date. After the Distribution Date, 
the provisions of the Rights Agreement may be amended by the Board in order to  
cure any ambiguity, defect or inconsistency, to make changes which do not       
adversely affect the interests of holders of Rights                             

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(excluding the interests of any Acquiring Person), or, subject to certain       
limitations, to shorten or lengthen any time period under the Rights Agreement. 

       Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the  
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders of the Corporation, stockholders may, depending  
upon the circumstances, recognize taxable income should the Rights become       
exercisable or upon the occurrence of certain events thereafter.                

      The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company  
on terms not approved by the Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Board of          
Directors, as the Rights may be redeemed by the Corporation at $.01 per Right   
prior to the time that a person or group has acquired beneficial ownership of   
15% or more of the Common Shares, and, moreover, are not triggered by a         
Permitted Offer approved by the Board of Directors as described herein.         

The Rights Agreement is attached hereto as an exhibit and is  
incorporated herein by reference. The foregoing description of the Rights is    
qualified in its entirety by reference to such exhibit.                         

Item 2.           Exhibits.                                                     

4.1      Rights Agreement dated as of November 30, 1998 between Henry Schein,   
         Inc. and Continental Stock Transfer and Trust Company, as Rights Agent,
      with the form of Right Certificate attached as Exhibit A thereto and
         the Summary of Rights to Purchase Shares attached as Exhibit B thereto.
       Pursuant to the Rights Agreement, printed Right Certificates will not
         be mailed until as soon as practicable after the earlier of the date of
    public announcement that a person or group has acquired beneficial
         ownership of 15% or more of the Common Shares or the tenth business day
         (or such later date as may be determined by action of the Corporation's
         Board of Directors) after a person commences or announces its intention
        to commence a tender or exchange offer the consummation of which would
        result in the beneficial ownership by a person or group of 15% or more
of the Common Shares.                                         

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 SIGNATURE

      Pursuant to the requirement of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be   
signed on its behalf by the undersigned, thereunto duly authorized.             

Dated:  December 15, 1998                                                       

                    HENRY SCHEIN, INC.

                         By:  /s/ Mark E. Mlotek
                                             ---------------------------------
                                   Name:    Mark E. Mlotek
                                            Title:   Vice President, General
                                                   Counsel and Secretary

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EXHIBIT LIST

4.1      Rights Agreement dated as of November 30, 1998 between Henry Schein,   
         Inc. and Continental Stock Transfer and Trust Company, as Rights Agent,
      with the form of Right Certificate attached as Exhibit A thereto and
         the Summary of Rights to Purchase Shares attached as Exhibit B thereto.
       Pursuant to the Rights Agreement, printed Right Certificates will not
         be mailed until as soon as practicable after the earlier of the date of
    public announcement that a person or group has acquired beneficial
         ownership of 15% or more of the Common Shares or the tenth business day
         (or such later date as may be determined by action of the Corporation's
         Board of Directors) after a person commences or announces its intention
        to commence a tender or exchange offer the consummation of which would
        result in the beneficial ownership by a person or group of 15% or more
of the Common Shares.                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		11/30/08		3
Filed on:		12/21/98							8-K
		12/15/98		6
		12/14/98		2
		11/30/98		2		7			8-K
		9/30/94		3
		2/10/94		3
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