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): April 8, 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 jurisdiction of (Commission Number) (IRS Employer Identification
incorporation) No.)
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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On April 8, 2005, the Company's Board of Directors authorized an increase in the
number of directors, which constitute the entire Board of Directors, from
fourteen to fifteen and appointed Paul Brons as a new director, effective
immediately, to fill the vacancy created. Mr. Brons' term will expire at the
Company's annual meeting of stockholders to be held on May 24, 2005. Attached
hereto and incorporated herein by reference as Exhibit 99.1 is a copy of the
Company's press release announcing Mr. Brons' appointment to the Company's Board
of Directors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit 99.1 - Press Release dated April 11, 2005.
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: April 11, 2005 By: /s/ Michael S. Ettinger
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Name: Michael S. Ettinger
Title: Vice President and General
Counsel
EXHIBIT 99.1
[LOGO OMITTED] HENRY SCHEIN(R)
N E W S R E L E A S E
Henry Schein, Inc. - 135 Duryea Road, Melville, New York 11747
FOR: HENRY SCHEIN, INC.
CONTACT: STEVEN PALADINO
EXECUTIVE VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
(631) 843-5500
STEVEN.PALADINO@HENRYSCHEIN.COM
SUSAN VASSALLO
DIRECTOR,
CORPORATE COMMUNICATIONS
(631) 843-5562
SUSAN.VASSALLO@HENRYSCHEIN.COM
HENRY SCHEIN APPOINTS PAUL BRONS TO BOARD OF DIRECTORS
FORMER MEMBER OF AKZO NOBEL BOARD OF MANAGEMENT BRINGS
INTERNATIONAL AND PHARMACEUTICAL EXPERIENCE
MELVILLE, N.Y., APRIL 11, 2005 - Henry Schein, Inc. (NASDAQ: HSIC), the largest
distributor of healthcare products and services to office-based practitioners in
the combined North American and European markets, today announced the
appointment of Paul Brons to the Henry Schein Board of Directors. Mr. Brons is a
former member of the Board of Management of Akzo Nobel NV, a leading
manufacturer of diversified pharmaceutical, coatings and chemical products in
over 75 countries.
As a member of the Akzo Nobel Board of Management for eight years, Mr. Brons
led all of the company's pharmaceutical business units, including human and
veterinary pharmaceuticals, OTCs, generics, diagnostics and pharmaceutical
active ingredients. In addition to his pharma responsibilities, Mr. Brons also
supervised Akzo Nobel's corporate purchasing, information technology and
international business development; as well as the company's activities in China
and Latin America. Prior to his tenure on the Board of Management, Mr. Brons
served as President of Organon International BV, one of Akzo Nobel's pharma
business units, for nine years, the culmination of a 29-year career with that
company, which included several posts abroad.
"We are delighted to have a person of Paul's caliber join the Henry Schein
Board of Directors," said Stanley M. Bergman, Chairman, Chief Executive Officer
and President of Henry Schein. "Paul's wide-ranging international business
experience and his expertise in pharmaceuticals have earned him a well-deserved
reputation as one of Europe's premier pharmaceutical industry leaders. Our Board
of Directors and management team look forward to the valuable contributions Paul
will make to our company as we continue to expand internationally and add to our
portfolio of pharmaceuticals, vaccines and other injectables."
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Page 2
While at Akzo Nobel, Mr. Brons contributed to the strengthening of the
European Federation of Pharmaceutical Industry Associations (EFPIA), first as a
member of its Strategic Advisory Committee, then as a member of their Board, and
Chairman of EFPIA's EU Enlargement Committee. He was for many years actively
involved in a worldwide policy group of CEOs from international R&D-based
pharmaceutical companies, which sought to foster cooperation with governmental
and non-governmental organizations. He also served as the European
representative for the pharmaceutical industry at the Trans-Atlantic Business
Dialogue, examining such issues as patent extension and AIDS in Africa.
Since retiring from the Akzo Nobel Board of Management in 2002, Mr. Brons
has served on the Supervisory Boards for Akzo Nobel Netherlands and IBM
Netherlands, as well as the Advisory Board for Barcelona-based Almirall
Prodesfarma. A citizen of the Netherlands, Mr. Brons was honored in 1996 by Her
Majesty the Queen with the decoration of Knight of the Order of Lion of the
Kingdom of the Netherlands, the country's highest civilian order. This honor was
conferred for his meritorious achievements for Akzo Nobel and for his many
international activities.
"I am delighted to join a Board that includes so many distinguished
directors," said Mr. Brons. "Before accepting this nomination, I had the
opportunity to meet extensively with the senior leadership of Henry Schein and
was impressed by the company's commitment to the highest standards of corporate
conduct and the Team Schein culture that drives the organization. I hope to
contribute to the continuation of Henry Schein's impressive growth for many
years to come."
ABOUT HENRY SCHEIN, INC.
Henry Schein, a Fortune 500(R) company, is recognized for its excellent
customer service and highly competitive prices. The Company's four business
groups - Dental, Medical, International and Technology - serve more than 475,000
customers worldwide, including dental practices and laboratories, physician
practices and veterinary clinics, as well as government and other institutions.
The Company's sales reached a record $4.1 billion in 2004. The Company operates
through a centralized and automated distribution network, which provides
customers in more than 125 countries with a comprehensive selection of over
160,000 national and Henry Schein private-brand products.
Henry Schein also offers a wide range of innovative value-added practice
solutions, including such leading practice management software systems as
DENTRIX(R) and Easy Dental(R) for dental practices, and AVlmark(R) for
veterinary clinics, which are installed in over 50,000 practices; and ArubA(R),
Henry Schein's electronic catalog and ordering system.
Headquartered in Melville, N.Y., Henry Schein employs more than 10,000
people in 19 countries. For more information, visit the Henry Schein Web site at
www.henryschein.com.
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