tmo8krestatement07_2009.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):
July 8,
2009
___________________________________________
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
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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81
Wyman Street
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Waltham,
Massachusetts
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02451
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(Address
of principal executive offices)
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(Zip
Code)
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(781)
622-1000
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(Registrant’s
telephone number
including
area code)
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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):
□ 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))
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 quarter ended March 28, 2009, 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.” Important factors
that could cause actual results to differ materially from those indicated by
forward-looking statements include
risks and uncertainties relating to: 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; general worldwide economic
conditions and related uncertainties; dependence on
customers’ capital spending policies
and government funding policies; the effect of exchange rate fluctuations on
international operations; use and protection of
intellectual property; the effect of changes in
governmental regulations; 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.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On July 8, 2009, the Compensation
Committee (the “Committee”) of the Board of Directors of Thermo Fisher
Scientific Inc. (the “Company”) approved the Supplemental Retirement Agreement
by and between the Company and Marijn Dekkers, the Company’s Chief Executive
Officer (the “Agreement”).
Under the Agreement, Mr. Dekkers was
granted an award of 124,000 phantom shares of the Company’s common stock,
subject to certain restrictions. The phantom shares vest with respect to 50% of
the phantom shares based on Mr. Dekkers’ continued employment (the “Time-Based
Phantom Shares”) and with respect to 50% of the phantom shares based on the
performance of the Company (the “Performance-Based Phantom Shares”). The
Time-Based Phantom Shares vest as to 70% on December 31, 2014 and as to the
remaining 30% on December 31, 2017, in each case so long as Mr. Dekkers remains
employed with the Company through the relevant vesting date. The number of
Performance-Based Phantom Shares to be earned (from 0 to 200%) is based on
the Company’s total shareholder return from January 1, 2008
through December 31, 2017 (or separation from service in certain instances,
if earlier), relative to the performance of the S&P Industrials Composite
Index (a benchmark index) for the same period. The Performance-Based Phantom
Shares earned are subject to additional time-based vesting (70% on
December 31, 2014 or 100% on December 31, 2017), in each case so long as
Mr. Dekkers remains employed with the Company through the relevant vesting date.
If Mr. Dekkers becomes vested in some or all of the phantom shares, following
his separation from service, the Company will determine the phantom share value
based on the average closing price of the Company’s common stock for the 90 day
period immediately preceding the separation from service, and will pay that cash
amount, plus interest, to Mr. Dekkers in quarterly installments over a period
equal to his life expectancy. The installment period will
begin on the later of (i) the first day of the first month that is six months
and one day after Mr. Dekkers' separation from service, or (ii) Mr.
Dekkers’ 60th birthday.
In the event of a change in control of
the Company prior to December 31, 2017, the number of Performance-Based
Phantom Shares earned will be determined based on the Company's total
shareholder return through that date relative to the index. All earned
Performance-Based Phantom Shares and Time-Based Phantom Shares will be
converted to a phantom share value and that amount will continue to vest in
accordance with the Agreement based on the service of Mr. Dekkers.
In connection with a separation from
service prior to December 31, 2017, either by the Company without “cause” or by
Mr. Dekkers for “good reason”, for purposes of determining the percentage of the
phantom shares that vest, Mr. Dekkers will be deemed to be employed by the
Company for 36 additional calendar months. In connection with a
separation from service prior to December 31, 2017 due to “disability”, Mr.
Dekkers will vest with respect to a number of phantom shares equal to (x) 10% of
the sum of Time-Based Phantom Shares and earned Performance-Based
Phantom Shares multiplied by (y) the number of years (up to ten) Mr. Dekkers has
performed services for the Company from January 1, 2008 through the date of his
disability.
A copy of the Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
Item
8.01 Other Events
Thermo Fisher Scientific Inc. (the “Company”) is filing this Current Report on
Form 8-K to reflect certain accounting adjustments described below with respect
to the financial information contained in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008 (the “2008 Form 10-K”), which was
filed with the Securities and Exchange Commission on February 27, 2009. The
information in this Form 8-K is not an amendment to or restatement of the 2008
Form 10-K.
In May 2008, the FASB issued FSP APB
No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in
Cash Upon Conversion (Including Partial Cash Settlement).” FSP APB No. 14-1
requires the issuers of certain convertible debt instruments that may be settled
in cash (or other assets) on conversion to separately account for the liability
(debt) and equity (conversion option) components in a manner that reflects the
issuer’s nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP ABP No. 14-1 was effective for the company beginning
January 1, 2009. The rule required adjustment of prior periods to conform to
current accounting.
In June 2008, the FASB issued FSP EITF
03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities.” FSP EITF 03-6-1 clarifies that
share-based payment awards that entitle their holders to receive nonforfeitable
dividends before vesting should be considered participating securities. FSP EITF
03-6-1 was effective for the company beginning January 1, 2009. The rule
required adjustment of prior periods to conform to current accounting. Adoption
had a nominal effect on the numerator and, for diluted presentation, the
denominator in the calculation of 2008 earnings per share.
During the first quarter of 2009, the
company transferred management responsibility and the related financial
reporting and monitoring for a small product line between segments. The company
has historically moved a product line between segments when a shift in strategic
focus of either the product line or a segment more closely aligns the product
line with a segment different than that in which it had previously been
reported. Prior period segment information has been reclassified to reflect
these transfers.
This Form 8-K updates Items 6, 7 and 8
of our 2008 Form 10-K to recast the financial statements as required by the
adoption of FSP APB No. 14-1 and FSP EITF 03-6-1 and the product line transfer
discussed above.
Item
9.01 Financial Statements and
Exhibits
(c) Exhibits
10.1
Supplemental Retirement Agreement dated July 8, 2009 by and between Thermo
Fisher Scientific Inc. and Marijn Dekkers
23.1 Consent
of PricewaterhouseCoopers LLP
99.1 Selected
Financial Data
99.2 Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
99.3 Financial
Statements and Schedule
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
9th day of July, 2009.
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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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