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): February 14, 2011
Thermo Fisher Scientific Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-8002
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04-2209186 |
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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81 Wyman Street
Waltham, Massachusetts
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02451 |
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 622-1000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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On February 14, 2011, Thermo Fisher Scientific Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and J.P. Morgan
Securities LLC, as representatives of the several underwriters named in the Underwriting Agreement,
for the issuance and sale by the Company of $300 million aggregate
principal amount of 2.050% Senior
Notes due 2014 (the “2014 Notes”), $900 million aggregate
principal amount of 3.200% Senior Notes due
2016 (the “2016 Notes”) and $1 billion aggregate principal
amount of 4.500% Senior Notes due 2021
(the “2021 Notes”, and together with the 2014 Notes and the 2016 Notes, the “Notes”), in a public
offering pursuant to a registration statement on Form S-3 (File No. 333-166176) and a related
preliminary prospectus supplement and final prospectus supplement filed with the Securities and
Exchange Commission (the “Offering”).
The Company expects that the net proceeds from the sale of the Notes will be approximately
$2.18 billion after deducting underwriting discounts and estimated offering expenses. The Company
intends to use the net proceeds of the offering to fund the consideration payable in, and certain
costs associated with, the company’s pending tender offer (the “Tender Offer”) for all of the
issued and outstanding shares of common stock of Dionex Corporation (“Dionex”) and, following the
consummation of the Tender Offer and subject to the Merger Agreement, dated December 12, 2010, by
and among the Company, Weston D Merger Co., a wholly owned subsidiary of the Company (“Merger
Subsidiary”), and Dionex, the merger of Merger Subsidiary with and into Dionex (the “Dionex
Acquisition”), the aggregate purchase price of which is estimated to be approximately $2.1 billion.
The Company intends to use any proceeds remaining from the sale of the Notes after funding the
Dionex Acquisition for general corporate purposes.
The Notes will be issued pursuant to an indenture (the “Indenture”) dated as of November 20,
2009 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”), as supplemented by the Third Supplemental
Indenture to be dated as of February 22, 2011 between the Company and the Trustee.
The
Company also intends to enter into an interest rate swap with respect
to the 2014 Notes. The swap will effectively convert the fixed rate
on the 2014 Notes to a floating rate equal to 6-month LIBOR plus
41.12 basis points.
The above description of the Underwriting Agreement is qualified in its entirety by reference
to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to
the Company, dated February 14, 2011, regarding the legality of the Notes. A copy of the opinion as
to legality is filed as Exhibit 5.1 hereto.
In connection with the Offering, the Company is filing the Statement Regarding Computation of
Ratio of Earnings to Fixed Charges under Exhibit 12.1 to this Current Report on Form 8-K.