UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 17, 2009
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 Jurisdiction 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) |
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(781) 622-1000
(Registrant’s telephone number
Including area code) |
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:
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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)) |
Item 8.01 Other Events.
On December 17, 2009, Thermo Fisher Scientific Inc. (the “Company”) issued a press release
(the “Press Release”) announcing that it has determined the final purchase price offered by the
Company pursuant to its previously announced tender offer (the “Offer”) to purchase for
cash any and all of its outstanding 2.50% Convertible Senior Notes due 2023 (the
“Convertible Notes”). The final purchase price per $1,000 principal amount of Convertible Notes is
$2,072.4743. In addition, holders will receive, in respect of their Convertible Notes that are accepted
for purchase, accrued and unpaid interest on such Convertible Notes to, but excluding, the
settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the
nearest cent.
A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell securities. The Offer may be made only
pursuant to the terms and conditions of the Company’s Offer to Purchase, dated November 13, 2009
(the “Offer to Purchase”), and the related the Letter of Transmittal (the “Letter of Transmittal”)
and the other related Offer materials. An issuer tender offer statement on Schedule TO, including
the Offer to Purchase and the Letter of Transmittal, describing the Offer has been filed with the
Securities and Exchange Commission. Holders of the Convertible Notes are encouraged to read the
Schedule TO and its exhibits carefully before making any decision with respect to the Offer because
it contains important information. The Schedule TO, the Offer to Purchase, the Letter of
Transmittal and other related Offer materials are available free of charge at the Website of the
Securities and Exchange Commission at www.sec.gov. In addition, the Company will provide copies of
the Schedule TO and related Offer materials upon request free of charge to holders of the
Convertible Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index attached hereto.
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