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 12, 2011
___________________________________________
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
|
Delaware
|
|
1-8002
|
|
04-2209186
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification Number)
|
|
81 Wyman Street
|
|
|
|
Waltham, Massachusetts
|
|
02451
|
|
(Address of principal executive offices)
|
|
(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 (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
As previously reported, in April 2011, Thermo Fisher Scientific Inc. (The “Company”) sold its Athena Diagnostics and Lancaster Laboratories businesses (the “Divested Businesses”). The company has reclassified the Divested Businesses as discontinued operations. The results of operations for the Divested Businesses were reported as discontinued operations for each period presented in the Company’s first quarter 2011 Quarterly Report on Form 10-Q filed with the SEC on May 6, 2011.
Exhibit 99.1 of this Form 8-K updates Items 6, 7 and 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”), which was filed with the Securities and Exchange Commission on February 24, 2011 to reflect the reclassification of the Divested Businesses as discontinued operations. The reclassification had no effect on the Company’s historical reported net income or earnings per share.
The information set forth in Exhibit 99.1 continues to speak as of the date of the 2010 Form 10-K and the Company has not updated or amended the disclosures contained therein to reflect events that have occurred since the filing of the 2010 Form 10-K, or modified or updated those disclosures in any way other than as required to reflect the Divested Businesses as discontinued operations. Accordingly, Exhibit 99.1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the 2010 Form 10-K on February 24, 2011.
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 April 2, 2011, 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: 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; the effect of healthcare reform legislation; use and protection of intellectual property; the effect of changes in governmental regulations; the effect of laws and regulations governing government contracts; and the effect of competing with certain of our customers and suppliers. 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 9.01 Financial Statements and Exhibits
(d) Exhibits
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Form 10-K Item 6. Selected Financial Data, Form 10-K Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations, and
Form 10-K Item 8. Financial Statements and Schedule
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Calculation Linkbase Document.
101.DEF XBRL Taxonomy Definition Linkbase Document.
101.LAB XBRL Taxonomy Label Linkbase Document.
101.PRE XBRL Taxonomy Presentation Linkbase Document.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008, (ii) Consolidated Balance Sheets at December 31, 2010, and 2009, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008, (iv) Consolidated Statement of Comprehensive Income and Shareholders’ Equity for the years ended December 31, 2010, 2009 and 2008 and (v) Notes to Consolidated Financial Statements.
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
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 12th day of July, 2011.
| |
|
THERMO FISHER SCIENTIFIC INC.
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
By:
|
/s/ Peter E. Hornstra
|
| |
|
|
Peter E. Hornstra
|
| |
|
|
Vice President and Chief Accounting Officer
|