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): January 6, 2003
APOGENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Wisconsin 1-11091 22-2849508
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation Identification No.)
30 Penhallow Street
Portsmouth, New Hampshire 03801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 603.433.6131
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Apogent Technologies Inc. announced on January 7, 2003 that Jeffrey C.
Leathe, Executive Vice President, Chief Financial Officer and Treasurer,
resigned from the Company on January 6, 2003 to pursue other opportunities.
Dennis Brown, who served as Apogent's Chief Financial Officer and Treasurer
from 1993 until the spin-off of Sybron Dental Specialties, Inc. in December 2000
and has remained as an employee of Apogent on a special assignment basis, will
serve as Interim Chief Financial Officer and Treasurer until the position is
permanently filled. Mr. Brown has served as a director of Sybron Dental
Specialties since its spin-off by Apogent.
In connection with the spin-off of Sybron Dental Specialties Mr. Brown
terminated his former employment agreement and entered into a new employment
agreement with Apogent with a term expiring December 31, 2003, to serve as a
part-time employee with certain financial responsibilities within the Company.
Mr. Brown is entitled to an annual salary of $150,000 as well as other benefits,
including life insurance, club memberships, financial planning, executive
physicals, car allowance and related expenses, and health and welfare benefits.
If his employment is terminated as a result of a "change in control" (as defined
in the employment agreement), he will be entitled to a severance payment equal
to three times his average salary and bonus in the five full calendar years
immediately prior to the change in control. He also would be entitled to
receive, for a thirty-six month period after employment termination, life,
accident and health insurance benefits substantially similar to those which he
was receiving or entitled to under his employment agreement.
Copies of Apogent's separation agreement with Mr. Leathe and of the form of
Apogent's employment agreement with Mr. Brown are filed or incorporated by
reference as exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
See the Exhibit Index following the Signature page of this report, which is
incorporated herein by reference.
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SIGNATURES
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 hereunto duly authorized.
Date: January 8, 2003 APOGENT TECHNOLOGIES INC.
By: /s/ Michael K. Bresson
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Michael K. Bresson
Executive Vice President - General
Counsel and Secretary
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APOGENT TECHNOLOGIES INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
Dated January 6, 2003
Exhibit
Number Description
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10.1 Separation Agreement and General Release dated as of January 6,
2003 with Jeffrey C. Leathe.
10.2 Form of Employment Agreement with Dennis Brown (incorporated by
reference to Exhibits 10.3 and 10.4 to the Registrant's Form
10-K for the fiscal year ended September 30, 2000).
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