form8k120608.htm
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
6, 2008
________________________________________
THERMO
FISHER SCIENTIFIC INC.
(Exact
name of Registrant as specified in its 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
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(Commission
File Number)
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(I.R.S.
Employer Identification
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incorporation
or organization)
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Number)
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81
Wyman Street, P.O. Box 9046
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Waltham,
Massachusetts
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02454-9046
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(Address
of principal executive offices)
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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 (see General
Instruction A.2. below):
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))
This
Current Report on
Form 8-K contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements are set forth in the Company’s Quarterly
Report on Form
10-Q
for the most recent
quarter, under
the caption “Risk Factors,” which is on file with the Securities and Exchange
Commission and available in the “Investors” section of our Website under the
heading “SEC Filings.” We
also may make
forward-looking statements about the benefits of the merger of Thermo Electron
and Fisher Scientific, including statements about future financial and operating
results, the new company’s plans, objectives, expectations and intentions and
other statements that are not historical facts. Important
factors that could
cause actual results to differ materially from those indicated by
forward-looking statements include risks and uncertainties relating to: the
risk
that the businesses will not be integrated successfully; the risk that the
cost
savings and any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; disruption from the transaction
making it more difficult to maintain relationships with customers, employees
or
suppliers; competition and its effect on pricing, spending, third-party
relationships and revenues; the need to develop new products and adapt to
significant technological change; implementation of strategies for improving
internal growth; use and protection of intellectual property; dependence on
customers’ capital spending policies and government funding policies;
realization of potential future savings from new productivity initiatives;
general worldwide economic conditions and related uncertainties; the effect
of
changes in governmental regulations; the effect of exchange rate fluctuations
on
international operations; the effect of laws and regulations governing
government contracts; the effect of competing with certain of our customers
and
suppliers; and the effect of rapid changes in the healthcare industry.
While
we may elect to update
forward-looking statements at some point in the future, we specifically disclaim
any obligation to do so, even if our estimates change and, therefore, you should
not rely on these forward-looking statements as representing our views as of
any
date subsequent to the date of this Current Report on Form
8-K.
Item
2.02 Results of Operations and Financial Condition.
On
February 6, 2008, the Registrant
announced its financial results for the fiscal quarter ended December 31,
2007. The full text of the press release issued in connection with
the announcement is attached as Exhibit 99.1 to this Form 8-K and incorporated
herein by reference.
The
information contained in this Form 8-K (including Exhibit 99.1) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
The
following Exhibit relating to Item 2.02 shall be deemed “furnished”, and not
“filed”:
99.1
Press Release dated February 6, 2008.
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 thereunto duly authorized, on this
6th
day of February, 2008.
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THERMO
FISHER SCIENTIFIC INC.
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By:
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/s/
Peter E. Hornstra
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Peter
E. Hornstra
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Vice
President and Chief Accounting Officer
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