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): June 21, 2018
Henry Schein, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-27078 | 11-3136595 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
135 Duryea Road, Melville, New York | 11747 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (631) 843-5500
(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:
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
As previously disclosed, on April 20, 2018, Henry Schein, Inc. (the Company) entered into definitive agreements with HS Spinco, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (Spinco), and Direct Vet Marketing, Inc. (d/b/a Vets First Choice), a Delaware corporation (DVM), as part of a Reverse Morris Trust transaction pursuant to which, subject to the terms and conditions contained in the definitive agreements, among other things, (i) the Company will contribute the assets and entities comprising its animal health business (the Spinco Business) to Spinco, (ii) in exchange for the contribution to Spinco of the Spinco Business, Spinco will issue to the Company shares of common stock, par value $0.01 per share, of Spinco (the Spinco Common Stock), (iii) the Company will subsequently distribute to its stockholders all of the shares of Spinco Common Stock held by the Company (the Distribution), (iv) Spinco will change its name to Vets First Corp., and (v) immediately after the Distribution, HS Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Spinco, will merge with and into DVM (the Merger), with DVM surviving the Merger as a wholly owned subsidiary of Vets First Corp. (collectively, the Transactions).
Consummation of the Transactions is subject to certain customary conditions, including, among others, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). The applicable waiting period under the HSR Act terminated on June 19, 2018.
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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. (Registrant) | ||||||
Date: June 21, 2018 |
By: |
/s/ Walter Siegel | ||||
Name: Walter Siegel | ||||||
Title: Senior Vice President and General Counsel |
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