SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
¨ Definitive Additional Materials
x Soliciting Material under Rule 14a-12
APOGENT TECHNOLOGIES INC.
(Name of Registrant as Specified In Its Charter)
Filed by Registrant
(Name of Person(s) Filing Proxy Statement,
if Other than Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) | Title of each class of securities to which transaction applies: |
2) | Aggregate number of securities to which transaction applies: |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: |
5) | Total fee paid: |
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) | Amount Previously Paid: |
2) | Form, Schedule or Registration Statement No.: |
3) | Filing Party: |
4) | Date Filed: |
Filed by Apogent Technologies Inc.
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Apogent Technologies Inc.
Commission File No. 1-11091
This filing relates to a planned merger (the “Merger”) between Fisher Scientific International Inc. (“Fisher”) and Apogent Technologies Inc. (“Apogent”) pursuant to the terms of an Amended and Restated Agreement and Plan of Merger, dated as of March 17, 2004, as amended April 16, 2004 (the “Merger Agreement”), by and among Fisher, Fox Merger Corporation and Apogent. The Merger Agreement is on file with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to the Current Report on Form 8-K, filed by Apogent on April 19, 2004, and is incorporated by reference into this filing.
On May 13, 2004 Apogent Technologies Inc. disseminated the following letter describing changes to its Employee Stock Purchase Plan:
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.
May 13, 2004
Dear ESPP Participant:
This letter describes important changes to the Apogent Employee Stock Purchase Plan effective May 31, 2004.
Due to the pending merger with Fisher Scientific International Inc., the Apogent Board of Directors has determined to shorten the current offering period under the plan by one month. As a result, the current offering period, which otherwise would have ended on June 30, will end on May 31, 2004. Payroll deductions for this shortened offering period will cease with the last pay period attributable to work in the month of May.
May 31, 2004, will be the new exercise date for the current offering period. On that date, your option to purchase shares under the plan will be exercised automatically to purchase for your account the maximum number of full and fractional shares of Apogent common stock that can be purchased at the applicable purchase price with the accumulated payroll deductions in your account, unless prior to such date you withdraw all of the payroll deductions credited to your account.
After May 31, the plan will terminate and no further payroll deductions will occur. After the plan terminates, employees will receive further instructions regarding their ESPP accounts.
As a result of the merger, Apogent would become a wholly-owned subsidiary of Fisher, and Apogent stockholders would receive .56 shares of Fisher common stock for each share of Apogent common stock, plus cash in lieu of fractional shares. The merger is subject to approval by the stockholders of both Fisher and Apogent, as well as customary regulatory approvals, and there can be no assurance that the transaction will be consummated.
Apogent will hold a special meeting of Apogent stockholders to vote on the Apogent-Fisher merger agreement. If you hold shares purchased under the plan as of the record date for the meeting, you will receive a joint proxy statement/prospectus and a voting instruction/proxy form for the voting of those shares at the same time as such materials are provided to other Apogent stockholders.
If you have any questions please call me at 603-433-6131, ext. 464.
Thank you,
/s/ GARY J. MARMONTELLO
Gary J. Marmontello
Vice President-Human Resources
and Assistant Secretary
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
In connection with the proposed merger, Apogent and Fisher Scientific have filed or will file relevant materials with the SEC, including one or more registration statement(s) that contain a prospectus and a joint proxy statement, including, as noted below, one that was filed by Fisher Scientific on April 16, 2004. Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain and will contain important information about Fisher Scientific, Apogent, and the merger. Investors and security holders may obtain these documents (and any other documents filed by Fisher Scientific or Apogent with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by Apogent may be obtained free of charge by directing such request to: Director of Investor Relations, 30 Penhallow Street, Portsmouth, NH 03801 or from Apogent’s website atwww.apogent.com.The documents filed with the SEC by Fisher Scientific may be obtained free of charge by directing such request to: Corporate Secretary, One Liberty Lane, Hampton, NH 03842 or from Fisher Scientific’s website atwww.fisherscientific.com. Investors and security holders are urged to read the definitive joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger.
Apogent, Fisher Scientific, and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Apogent and Fisher Scientific in favor of the merger. Information about the executive officers and directors of Apogent and their ownership of Apogent common stock is set forth in the proxy statement for Apogent’s 2004 Annual Meeting of Shareholders, which was filed with the SEC on December 23, 2003. Information about the executive officers and directors of Fisher Scientific and their ownership of Fisher Scientific common stock is set forth in the preliminary joint proxy statement/prospectus for Fisher Scientific’s 2004 Annual Meeting of Stockholders and Apogent’s Special Meeting of its Stockholders with respect to the merger, which was included in Fisher Scientific’s registration statement on Form S-4 that was filed with the SEC on April 16, 2004 (SEC file no. 333-114548). Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Apogent, Fisher Scientific, and their respective executive officers and directors in the merger by reading the definitive joint proxy statement/prospectus regarding the merger when it becomes available.