Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on December 13, 2024

Registration No. 333-________

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

HENRY SCHEIN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		11-3136595
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
135 Duryea Road Melville, New York		11747
(Address of Principal Executive Offices)		(Zip code)

Henry Schein, Inc. Deferred Compensation Plan

(as amended and restated effective as of November 14, 2023)

(Full title of the plan)

Kelly Murphy, Esq.

Senior Vice President and General Counsel

Henry Schein, Inc.

135 Duryea Road

Melville, New York 11747

(Name and address of agent for service)

631-843-5500

(telephone number, including area code, of agent for service)

 

 

Copies of all communications to:

Michael E. Ellis, Esq.

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

212-969-3000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

This registration statement relates to the registration of $150,000,000 in unsecured obligations of Henry Schein, Inc. to pay deferred compensation in the future in accordance with the terms of the Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of November 14, 2023, and as subsequently amended.

Pursuant to General Instruction E to Form S-8, the following registration statement on Form S-8 previously filed by the Company with the Securities and Exchange Commission (the “SEC”) is incorporated by reference into this registration statement, except as the same may be modified by the information set forth herein:

 

File No.		Date
333-171400		December 23, 2010

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit Number		Description
4.1		Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June 1, 2018)
4.2		Fourth Amended and Restated By-Laws of Henry Schein, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 24, 2023)
5.1		Opinion of Proskauer Rose LLP*
23.1		Consent of BDO USA, P.C.*
23.2		Consent of Proskauer Rose LLP (included in Exhibit 5.1)*
24.1		Powers of Attorney (included on signature page)
10.1		Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of November  14, 2023. (Incorporated by reference to Exhibit 10.1 to our Current Report on For 8-K filed on November 16, 2023)
107		Filing Fee Table*

 

*	filed herewith

 

1

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melville, State of New York, on December 13, 2024.

 

HENRY SCHEIN, INC.
By:		/s/ Stanley M. Bergman
		Name:		Stanley M. Bergman
		Title:		Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Stanley M. Bergman and Ronald N. South, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act, without the other, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Henry Schein, Inc., and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on December 13, 2024, by the following persons in the capacities indicated:

 

Signatures		Title
/s/ Stanley M. Bergman Stanley M. Bergman		Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ Ronald N. South Ronald N. South		Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Mark E. Mlotek Mark E. Mlotek		Director, Executive Vice President and Chief Strategic Officer
/s/ Mohamad Ali Mohamad Ali		Director

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/s/ Deborah Derby Deborah Derby		Director
/s/ Carole T. Faig Carole T. Faig		Director
/s/ Joseph L. Herring Joseph L. Herring		Director
/s/ Kurt P. Kuehn Kurt P. Kuehn		Director
/s/ Philip A. Laskawy Philip A. Laskawy		Director
/s/ Anne H. Margulies Anne H. Margulies		Director
/s/ Carol Raphael		Director
Carol Raphael
/s/ Scott Serota		Director
Scott Serota
/s/ Bradley T. Sheares, Ph.D. Bradley T. Sheares, Ph.D.		Director
/s/ Reed V. Tuckson, M.D., FACP		Director
Reed V. Tuckson, M.D., FACP

Exhibit 5.1

December 13, 2024

Henry Schein, Inc.

135 Duryea Road

Melville, New York 11747

 

Re:	Henry Schein, Inc.

Ladies and Gentlemen:

We are acting as counsel to Henry Schein, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company in connection with the registration under the Securities Act of 1933, as amended, of $150,000,000 of Deferred Compensation Obligations (the “Obligations”) of the Company to be offered pursuant to the Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of November 14, 2023, and as subsequently amended (the “Deferred Compensation Plan”).

We have examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of all such corporate records, documents, agreements and instruments relating to the Company, and certificates of public officials and of representatives of the Company, and have made such investigations of law, and have discussed with representatives of the Company and such other persons such questions of fact, as we have deemed proper or necessary as a basis for rendering this opinion.

Based upon and subject to the foregoing, we are of the opinion that following deferral of the compensation giving rise to the Obligations in accordance with the terms of the Deferred Compensation Plan, the Obligations will constitute valid and binding obligations of the Company.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,

/s/ Proskauer Rose LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 28, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, of Henry Schein, Inc. (the “Company”) appearing in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023.

 

/s/ BDO USA, P.C.

New York, New York

December 13, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form

S-8

(Form Type)

Henry Schein, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type

Security Class Title(1)

Fee Calculation Rule

Amount Registered

Proposed Maximum  Offering Price Per Unit

Maximum Aggregate Offering Price(2)

Fee Rate

Amount of Registration Fee

Debt

Deferred Compensation   Obligations

457(h )

$150,000,000

100%

$150,000,000

0.00015310

$22,965.00

Total Offering Amounts

$150,000,000

$22,965.00

Total Fee Offsets

—

Net Fee Due

$22,965.00

 

(1)

This Registration Statement registers general unsecured obligations to pay up to $150,000,000 of deferred compensation from time to time in the future in accordance with the terms of the Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of November 14, 2023, and as subsequently amended (the “Plan”).

(2)

Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The amount of deferred compensation obligations registered hereunder is based on an estimate of the amount of compensation participants may defer under the Plan.

Submission	Dec. 13, 2024
Submission [Line Items]
Central Index Key	0001000228
Registrant Name	Henry Schein, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Dec. 13, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Debt
Security Class Title	Deferred Compensation Obligations
Amount Registered | shares	150,000,000
Proposed Maximum Offering Price per Unit	1
Maximum Aggregate Offering Price	$ 150,000,000
Fee Rate	0.01531%
Amount of Registration Fee	$ 22,965
Offering Note	(1) This Registration Statement registers general unsecured obligations to pay up to $150,000,000 of deferred compensation from time to time in the future in accordance with the terms of the Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of November 14, 2023, and as subsequently amended (the “Plan”). (2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The amount of deferred compensation obligations registered hereunder is based on an estimate of the amount of compensation participants may defer under the Plan.

Fees Summary	Dec. 13, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 150,000,000
Total Fee Amount	22,965
Total Offset Amount	0
Net Fee	$ 22,965

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