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): April 20, 2010
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) |
Registrant’s telephone number, including area code: (781) 622-1000
(Former Name or Former Address, if Changed Since Last Report)
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))
Item 8.01. Other Events
On April 20, 2010, Thermo Fisher Scientific Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Banc of America Securities LLC, Deutsche Bank
Securities Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters
named in the Underwriting Agreement, for the issuance and sale by the Company of $450 million
aggregate principal amount of 3.200% Senior Notes due 2015 (the “2015 Notes”) and $300 million
aggregate principal amount of 4.700% Senior Notes due 2020 (the “2020 Notes” and together with the
2015 Notes, the “Notes”), in a public offering pursuant to a registration statement on Form S-3
(File No. 333-166176) and a related preliminary prospectus supplement and final prospectus
supplement filed with the Securities and Exchange Commission.
The Company expects that the net proceeds from the sale of the Notes will be approximately
$741.8 million after deducting underwriting discounts and estimated offering expenses. The Company
intends to use up to $226.5 million of the net proceeds of the offering to redeem or to settle in
cash upon conversion outstanding Floating Rate Convertible Senior Debentures due 2033. The Company
intends to use approximately $515.3 million of the net proceeds of the offering to redeem all of
the outstanding 6 1/8% Senior Subordinated Notes due 2015 on July 1, 2010, at 103.063% of principal
amount. The Company intends to use any proceeds remaining from the sale of the Notes after the
redemptions and conversion settlements for general corporate purposes.
The Notes will be issued pursuant to an indenture (the “Indenture”) dated as of November 20,
2009 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”), as supplemented by the Second Supplemental Indenture to be dated as of April 27, 2010
between the Company and the Trustee.
The
Company also entered into interest rate swaps with respect to the
2015 Notes. The swaps will effectively convert the fixed rate on the 2015 Notes to a
floating rate equal to 6-month
LIBOR plus 45.12 basis points.
The above description of the Underwriting Agreement is qualified in its entirety by reference
to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to
the Company, dated April 20, 2010, regarding the legality of the Notes. A copy of the opinion as to
legality is filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index attached hereto.