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): 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) |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
Settlement of Redemption of Senior Subordinated Notes
On December 17, 2009, Thermo Fisher Scientific Inc. (the “Company”) settled its previously
announced redemption of all of its outstanding 63/4% Senior Subordinated Notes due 2014 (the “Senior
Subordinated Notes”). In accordance with the terms of the indenture governing the Senior
Subordinated Notes, the Company paid an aggregate of approximately $317.0 million to redeem the entire $300,000,000
principal amount of Senior Subordinated Notes outstanding, at a redemption price of 103.375% of the
principal amount of the Senior Subordinated Notes redeemed, plus accrued and unpaid interest
thereon to, but excluding, December 17, 2009.
Expiration
and Final Results of Cash Tender Offer for Convertible Notes
On December 18, 2009, the Company issued a press release (the “Press Release”) announcing the
expiration and final results of the Company’s 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 Offer expired at 12:00 midnight, New York City time, at the end of Thursday, December 17,
2009.
As
of the expiration of the Offer, $282,334,000 aggregate principal amount of Convertible Notes,
representing approximately 95.6% of the aggregate outstanding principal amount of Convertible Notes, were
validly tendered and not validly withdrawn. The Company accepted for purchase all Convertible
Notes that were validly tendered and not validly withdrawn.
As previously announced by the Company, the final purchase price per $1,000 principal amount
of Convertible Notes was $2,072.4743. The Company expects to settle the Offer on December 18, 2009 and
to pay an aggregate of approximately $586.6 million, including accrued and unpaid interest to, but excluding, the
settlement date, to purchase all Convertible Notes that were validly tendered and not validly
withdrawn.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index attached hereto.
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