UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

(Mark One)

or

Commission file number: 01-10920

Fisher Scientific International Inc.

Registrant’s telephone number, including area code:
(603) 926-5911

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes þ No o

     The number of shares of Common Stock outstanding at November 5, 2004 was 117,286,982.

FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2004

INDEX

FISHER SCIENTIFIC INTERNATIONAL INC.

Part 1 — FINANCIAL INFORMATION

     Item 1 — Financial Statements

INTRODUCTION TO THE FINANCIAL STATEMENTS

     The financial statements included herein have been prepared by Fisher Scientific International Inc. (“Fisher”, the “Company” or “we”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The December 31, 2003 balance sheet is the balance sheet included in the audited financial statements as shown in the Company’s 2003 Annual Report on Form 10-K. The Company believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

     The financial information presented herein reflects all adjustments (consisting only of normal-recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

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FISHER SCIENTIFIC INTERNATIONAL INC.

STATEMENT OF OPERATIONS
(In millions, except per share data)

See the accompanying notes to financial statements.

3

FISHER SCIENTIFIC INTERNATIONAL INC.

BALANCE SHEET
(In millions, except share data)

See the accompanying notes to financial statements.

4

FISHER SCIENTIFIC INTERNATIONAL INC.

STATEMENT OF CASH FLOWS
(In millions)

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
AND OTHER COMPREHENSIVE INCOME
(In millions, except share data)

																				Shares To								Accumulated
				Common Stock								Capital in				Shares				Be								Other
												Excess of				Deposited				Distributed				Accumulated				Comprehensive
				Shares				Amount				Par Value				in Trust				From Trust				Deficit				Income (Loss)
				(Unaudited)
Balance at January 1, 2004					63,218,083			$	0.6			$	964.5			$	(25.5	)		$	25.5			$	(426.5	)		$	40.0
	Net income				—				—				—				—				—				90.1				—
	Foreign currency translation adjustment				—				—				—				—				—				—				(6.2	)
	Unrealized investment gains (losses)				—				—				—				—				—				—				2.1
	Unrealized loss on cash flow hedges				—				—				—				—				—				—				(5.5	)
		Subtotal — other comprehensive income
	Proceeds from stock options				3,361,630				—				92.1				—				—				—				—
	Tax benefit from stock options				—				—				35.2				—				—				—				—
	Acquisition of Apogent Technologies Inc.				50,634,510				0.5				3,090.7				—				—				—				—
	Acquisition of Treasury Stock				—				—				—				—				—				—				—
	Trust activity				—				—				0.9				—				—				—				—
Balance at September 30, 2004					117,214,223			$	1.1			$	4,183.4			$	(25.5	)		$	25.5			$	(336.4	)		$	30.4

[Additional columns below]

[Continued from above table, first column(s) repeated]

				Treasury Stock, at cost												Other
																Comprehensive
				Shares				Amount				Total				Income
				(Unaudited)
Balance at January 1, 2004					262,645			$	(3.2	)		$	575.4
	Net income				—				—				90.1			$	90.1
	Foreign currency translation adjustment				—				—				(6.2	)			(6.2	)
	Unrealized investment gains (losses)				—				—				2.1				2.1
	Unrealized loss on cash flow hedges				—				—				(5.5	)			(5.5	)
		Subtotal — other comprehensive income														$	80.5
	Proceeds from stock options				—				—				92.1
	Tax benefit from stock options				—				—				35.2
	Acquisition of Apogent Technologies Inc.				—				—				3,091.2
	Acquisition of Treasury Stock				49,843				(3.0	)			(3.0	)
	Trust activity				(57,513	)			2.2				3.1
Balance at September 30, 2004					254,975			$	(4.0	)		$	3,874.5

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Formation and Background

     Fisher Scientific International Inc. (“Fisher” or the “Company”) was founded in 1902 and was incorporated as a Delaware Corporation in 1991. The Company’s operations are conducted throughout North and South America, Europe, the Far East, Australia, the Middle East and Africa directly or through one or more subsidiaries, joint ventures, agents, or dealers. The Company reports financial results on the basis of three reportable segments: scientific products and services, healthcare products and services, and laboratory workstations.

     1. Scientific products and services segment is comprised of businesses that provide products and services used for scientific-research, drug-discovery and drug-development applications. The businesses comprising this segment manufacture and distribute a broad range of consumable products, scientific instruments and apparatus and safety products. In addition, the businesses comprising this segment provide pharmaceutical services for clinical trials, contract manufacturing, custom chemical synthesis and a number of other value-added services.

     2. Healthcare products and services segment is comprised of businesses that manufacture and distribute a wide array of diagnostic kits and reagents, consumable supplies, and medical devices to hospitals, clinical laboratories, and physicians’ offices. Additionally, the businesses comprising this segment provide outsourced manufacturing services for diagnostic reagents, calibrators and controls to the healthcare and pharmaceutical industries.

     3. Laboratory workstations segment is comprised of businesses that manufacture and sell laboratory furniture and fume hoods and provides lab-design services for pharmaceutical and biotechnology customers, colleges, universities and secondary schools, hospitals and reference labs.

     Certain prior year amounts have been reclassified to conform to their current presentation.

Note 2 — Stock-Based Compensation

     The Company measures compensation expense for its stock-based employee compensation plans using the intrinsic value method. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” an amendment of FASB Statement No. 123 (“SFAS No. 148”); therefore, no compensation expense was recognized for the Company’s stock option plans. Had compensation expense for the Company’s stock option plans been determined based on the fair value at the grant date for awards under the Company’s stock plans, consistent with the methodology prescribed under SFAS No. 148, the Company’s net income and net income per common share would have approximated the pro forma amounts indicated below (in millions, except per share amounts):

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     The fair value of the Company’s stock options included in the preceding pro forma amounts were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

Note 3 — Merger with Apogent Technologies Inc.

     On August 2, 2004 we completed an approximately $4.0 billion combination with Apogent in a tax-free, stock-for-stock merger, including the assumption of approximately $1.0 billion of debt. Apogent shareholders received 0.56 shares of Fisher Scientific common stock for each share of Apogent common stock they owned. Upon completion of the merger, Apogent became a wholly-owned subsidiary of Fisher. The results of Apogent have been included in the scientific products and services segment and the healthcare products and services segment from the date of acquisition.

     The Company believes the combination of Fisher with Apogent will result in several strategic benefits, including providing the Company with an enhanced:

	•		Life-science market position. The Company’s life-science footprint will grow substantially as a result of this combination. In addition, Apogent’s wide range of consumable products for protein based research and other drug discovery applications will enhance the Company’s life-sciences portfolio.
	•		Biopharma-production and diagnostic-reagent offering. The combination of Fisher with Apogent will strengthen the Company’s offerings in biopharma-production and diagnostic-reagents.
	•		Global market presence. Apogent has manufacturing operations throughout the world that will complement and enhance the Company’s existing worldwide distribution and supply network.

     The Company also anticipates that the transaction will result in several key financial benefits, including:

	•		Enhanced margins. The Company expects higher-margin, proprietary products to approximate 60 percent of its total annual sales. Accordingly, the Company projects that its operating margins will increase as a result of the combination.
	•		Synergy opportunities. The Company expects to achieve cost savings and other benefits in 2005 and beyond. These synergies will come from, among other things, facility consolidations, sourcing opportunities, administrative efficiencies and the elimination of duplicative sales, marketing and distribution functions.
	•		Earnings and revenue growth. The Company believes that its revenue and earnings will be enhanced as a result of the combination with Apogent.
	•		Strong operating cash flow. The Company anticipates cash flow from operations will significantly increase as a result of the transaction and will result in increased financial flexibility which will enhance its ability to pursue strategic growth opportunities.

     The following table summarizes the purchase by Fisher of the outstanding shares of Apogent common stock and the estimated fair values of the assets acquired and liabilities assumed, net of cash and debt acquired. The allocation of purchase price in accordance with SFAS 141 has been made based upon management estimates and third party valuations that have not been finalized. Accordingly, the allocation of purchase price is preliminary and revisions may be made:

     The allocation of the Apogent purchase price resulted in an allocation to identifiable intangible assets of approximately $694.0 million. The Company's estimated value of intangible assets relates to trademarks, trade names, customer lists, supplier agreements and core technology.

	(1)		Represents the value of 50.6 million shares of Fisher common stock, $0.01 par value, issuable for the acquisition of the approximately 90.4 million shares of Apogent common stock outstanding on July 30, 2004. The price per share of Fisher stock of $58.20 was based upon the closing price on July 30, 2004.
	(2)		Represents the estimated fair value, based upon a Black-Scholes valuation, of Fisher’s stock options issuable for the conversion of approximately 11.2 million of Apogent stock options outstanding on July 30, 2004. The estimated fair value was calculated using a price of $58.20 for the Fisher common stock.

     The Company also acquired 49,843 shares of common stock deposited in treasury stock in a non-cash exchange.

     The following unaudited pro forma financial information presents the results of operations as if the Apogent merger had occurred at the beginning of 2003. The unaudited pro forma financial information is provided for informational purposes only and does not purport to be indicative of the Company’s results of operations that would actually have been achieved had the acquisition been completed for the period presented, or that may be achieved in the future (in millions, except per share amounts).

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Note 4 — Acquisitions

     In September 2003, the Company acquired Perbio Science AB (“Perbio”). Perbio manufactures and sells consumable tools for protein-related research and protein-based biopharma drug production, primarily to customers within the United States. The total purchase price was approximately $697 million in cash plus assumed net debt of approximately $44 million and was financed principally through the sale of $300 million principal amount of 2.50% convertible senior notes, the issuance and sale of $150 million principal amount of 8% senior subordinated notes and the borrowing of an additional $250 million of term loans under the Company’s senior credit facility. The cell culture and bioresearch divisions of Perbio have been included in the scientific products and services segment and the medical device division of Perbio has been included in the healthcare products and services segment from the date of acquisition.

     The following table summarizes the fair values of the assets acquired and liabilities assumed from Perbio, net of cash and debt acquired. The allocation of the purchase price for Perbio has been made based upon management estimates and third-party valuations.

     The allocation of the Perbio purchase price resulted in an allocation to identifiable intangible assets of $112.0 million. The company valued intangible assets related to trademarks, trade names, customer lists, supplier agreements and core technology. A majority of the intangible assets acquired relate to trademarks and trade names.

     On March 1, 2004, the Company acquired Oxoid Group Holdings Limited (“Oxoid”). Oxoid is a United Kingdom-based manufacturer of microbiological culture media and other diagnostic products that test for bacterial contamination. The purchase price was approximately $330 million and was funded through the sale of an initial $300 million principal amount of 3.25% convertible senior notes and borrowings under the Company’s accounts receivable securitization

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facility and revolving credit facilities. The results of Oxoid have been included in the scientific products and services segment from the date of acquisition.

     The following unaudited pro forma financial information presents the results of operations as if the Oxoid acquisition had occurred at the beginning of 2003. The unaudited pro forma financial information is provided for information purposes only and does not purport to be indicative of the Company’s results of operations that would actually have been achieved had the acquisition been completed for the period presented, or that may be achieved in the future (in millions, except per share amounts).

     On April 1, 2004, the Company acquired Dharmacon, Inc. (“Dharmacon”). Dharmacon focuses on RNA technology, including RNA interference (“RNAi”) and small interfering RNA (“siRNA”). RNA is a tool for life-science research that increases the efficiency of the drug discovery process. The purchase price was approximately $80 million and was funded through cash. In connection with this acquisition, the Company transferred 57,513 shares of treasury stock at cost into a rabbi trust at fair market value, with the difference recorded in additional paid in capital. The results of Dharmacon have been included in the scientific products and services segment from the date of acquisition.

Note 5 — Inventories

     The following is a summary of inventories by major category (in millions):

Note 6 — Goodwill and Other Intangible Assets

     The following is a reconciliation of changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2004 (in millions):

     (a) The allocation of the purchase price for the Apogent, Dharmacon and Oxoid acquisitions have been made based upon management estimates and third-party valuations that have not been finalized. Accordingly, the purchase price allocation are preliminary and revisions may be necessary.

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The following is a summary of other intangible assets that are subject to amortization (in millions):

     For the three and nine months ended September 30, 2004, the Company recorded amortization expense of $9.9 million and $19.7 million, respectively, related to amortizable other intangible assets. For the three and nine months ended September 30, 2003, the Company recorded amortization expense of $3.2 million and $7.2 million, respectively, related to amortizable other intangible assets.

     The estimated amortization expense for each of the five succeeding years and thereafter is as follows:

(b) Amount represents estimated amortization expense for the remaining three months ending December 31, 2004.

     As of September 30, 2004 and December 31, 2003, the Company had indefinite-lived intangible assets in the scientific products and services segment of $459.9 million and $130.8 million, respectively. As of September 30, 2004 and December 31, 2003, the Company had indefinite-lived intangible assets in the healthcare products and services segment of $124.8 million and $12.1 million, respectively. Indefinite-lived intangible assets consist of tradenames acquired through the Company’s acquisitions of Cole-Parmer and MAS in 2001, Maybridge in 2002, Perbio in 2003 and Apogent, Oxoid and Dharmacon in 2004.

Note 7 — Accounts Payable

     The Company maintains a zero balance cash management system for its accounts payable. Accordingly, included in accounts payable at September 30, 2004 and December 31, 2003 are approximately $123 million and $64 million, respectively, of checks that did not clear the bank.

Note 8 — Debt

     The following is a summary of debt obligations as of September 30, 2004 and December 31, 2003 (in millions):

     In connection with the acquisition of Apogent, Fisher engaged in a number of financing transactions, which we refer to as the “Fisher Refinancing Transactions.” The Fisher Refinancing Transactions include the following:

     Fisher entered into a new credit facility (the “New Credit Facility’’) to replace its existing credit facility, to pay off other existing indebtedness (including indebtedness of our subsidiaries), to provide working capital and for general corporate purposes. The New Credit Facility consists of (i) a $500 million revolving credit facility (the “New Revolving Credit Facility’’) and (ii) a $700 million term loan facility (the “New Term Loan Facility’’) in three tranches: (A) a $250 million tranche (“Tranche A-1’’), (B) a $300 million tranche (“Tranche A-2’’) currently not funded, and (C) a $150 million tranche (“Tranche B’’). In addition, we have the ability, upon satisfaction of certain conditions, to request

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incremental term loans from the lenders under the New Credit Facility. Fisher’s obligations under the New Credit Facility as well as certain swap and other similar agreements with the lenders under the New Credit Facility and their affiliates are guaranteed by certain of Fisher’s existing and future direct and indirect material domestic subsidiaries (other than subsidiaries of Apogent). The obligations of Fisher and the subsidiary guarantors are secured by a pledge of the stock or other ownership interests of all material subsidiaries that are direct subsidiaries of Fisher or any guarantor (limited to a pledge of 65% of the equity interests of foreign subsidiaries and “controlled foreign corporations’’).

     Apogent completed an exchange offer for its $345 million aggregate principal amount of Floating Rate Senior Convertible Contingent Debt Securities due 2033 (the “Floating Rate CODES”). The exchange offer for the Floating Rate CODES aligned the conversion terms of Apogent’s convertible debt with Fisher’s currently outstanding convertible debt. 99.9 percent of the outstanding principal amount of the Floating Rate CODES were tendered for exchange with a like principal amount of Floating Rate Convertible Senior Debentures and an exchange fee of 0.50 percent of the principal amount of the securities tendered was paid. In addition, Apogent paid a consent fee to exchanging holders of 0.60 percent to not register the notes as required per the original registration rights agreement. Neither Fisher nor Apogent received any proceeds from the issuance of the new debentures in the exchange offer.

     Apogent completed an exchange offer for its $300 million aggregate principal amount of 2.25% Senior Convertible Contingent Debt Securities due 2021 (the “2.25% CODES”). The exchange offer for the 2.25% CODES aligned the conversion terms of Apogent’s convertible debt with Fisher’s currently outstanding convertible debt. 99.6 percent of the outstanding principal amount of the 2.25% CODES were tendered for exchange with a like principal amount of 2.25% Senior Convertible Contingent Debt Securities and an exchange fee of 0.50 percent of the principal amount of the securities tendered was paid. Neither Fisher nor Apogent received any proceeds from the issuance of the new debt securities in the exchange offer.

     Apogent completed a cash tender offer for the $250 million aggregate principal amount of the 6 1/2% senior subordinated notes due 2013. Apogent has accepted for payment $249.55 million aggregate principal amount representing 99.8 percent of the outstanding principal amount of the 6 1/2% senior subordinated notes due 2013. The purchase price for the notes was $1,107.50 in cash per $1,000 principal amount, plus accrued and unpaid interest. A concurrent consent solicitation amended the indenture for any 6 1/2% senior subordinated notes that remained outstanding to eliminate certain restrictive covenants in that indenture.

     On August 3, 2004 we issued and sold pursuant to Rule 144A $300 million of 6 3/4 % senior subordinated notes due 2014. Fisher used the proceeds from this offering to repay Apogent’s 6 1/2% senior subordinated notes due 2013.

     As of September 30, 2004, the Company had the ability to borrow an aggregate of $683.9 million under the accounts receivable securitization facility and revolving credit facility.

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     On March 3, 2004, the Company sold $300 million principal amount of its 3.25% convertible senior subordinated notes due 2023 and, on March 23, 2004, sold an additional $30 million principal amount of these notes due to the exercise of the over-allotment option by the initial purchaser of the notes. These notes are due March 1, 2024 and were sold under a “shelf” registration statement dated September 3, 2003. Interest on the notes is payable on March 1 and September 1 of each year. The notes may be converted into shares of the Company’s common stock under the following circumstances: (1) note holders may convert their notes on any date on or prior to March 1, 2019, if the closing sale price of the Company’s common stock for at least 20 trading days in the period of the 30 consecutive trading days ending on the first day of such conversion period was more than 120% of the then-current conversion price of the notes; (2) if, on any date after March 1, 2019, the closing sale price of the Company’s common stock is more than 120% of the then-current conversion price of the notes, then note holders will have such conversion right at all times thereafter; (3) the Company has called the notes for redemption; (4) the Company distributes to all or substantially all holders of the Company’s common stock rights, options or warrants entitling them to purchase common stock at less than the closing sale price of the Company’s common stock on the day preceding the declaration for such distribution; (5) the Company distributes to all or substantially all holders of the Company’s common stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Company’s board of directors exceeding 10% of the closing sale price of the Company’s common stock on the day preceding the declaration for such distribution; or (6) during any period in which the credit rating of the notes assigned by Moody’s is Caa2 or lower and by Standard & Poor’s is CCC or lower, or neither Moody’s (or its successors) nor Standard & Poor’s (or its successors) continues to rate the notes. Note holders may also convert their notes into shares of the Company’s common stock for the five business day period after any five consecutive trading day period in which the average trading price for the notes was less than 97% of the average conversion value for the notes during that period. Upon conversion, the Company has the right to deliver, in lieu of common stock, cash or a combination of cash and common stock. It is the Company’s current intention to satisfy the Company’s obligation upon a conversion of the notes first, in cash, in an amount equal to the principal amount of the notes converted and second, in shares of the Company’s common stock, to satisfy the remainder, if any, of the Company’s conversion obligation. The initial conversion rate is

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12.4378 shares of common stock per each $1,000 principal amount of notes. This is equivalent to an initial conversion price of $80.40 per share.

     On February 12, 2004, the Company amended its existing $225 million receivables securitization facility extending the facility’s maturity date to February 2005. All other material terms and conditions remain unchanged from the receivables securitization facility entered into in February 2003. As of September 30, 2004, $220.8 million of the receivables securitization facility was available; no balance was outstanding.

Note 9 — Other Expense, Net

     Other expense for the nine months ended September 30, 2004, includes charges of $54.8 million (reflecting $29.7 million of call premiums, $19.6 million of charges for the write-off of deferred financing fees, and $5.5 million of other debt related costs), and a $2.2 million charge associated with the termination of a foreign currency contract, partially offset by $1.9 million of dividend income from an investment in preferred stock. During the nine months ended September 30, 2003, in connection with our debt refinancing, we recorded a charge of $45.6 million consisting of $27.3 million of call premiums and $18.3 million for the write-off of deferred financing fees, a $3.7 million charge to mark-to-market certain financial instruments, all of which were partially offset by $1.4 million of dividend income from an investment in preferred stock.

Note 10 — Employee Benefit Plans

     The Company has defined benefit pension plans available to substantially all employees that are either fully paid for by the Company or provide for mandatory employee contributions as a condition of participation. The Company funds annually, at a minimum, the statutorily required minimum amount as actuarially determined. During the nine months ended September 30, 2004 and September 30, 2003, the Company made voluntary contributions of $20.0 million and $37.5 million to the pension plans, respectively. The Company does not currently expect to be required to make any additional contributions to its pension plans for the remainder of 2004.

     The net periodic pension benefit cost (income) and postretirement healthcare benefit cost (income) includes the following components for the three and nine months ended September 30, 2004 and 2003 (in millions):

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Note 11 — Earnings Per Share

     The following table sets forth basic and diluted net income per common share computational data for the three and nine months ended September 30, 2004 and 2003 (in millions):

     As of July 16, 2004, our 2.50% convertible senior notes with an initial conversion price of $47.46 are convertible into shares of our common stock. The Company’s common stock closed above 120% of the initial conversion price of the notes (representing a contingent conversion price of $56.95) for 20 of the 30 consecutive trading days, resulting in a conversion event. The dilutive effect of these notes has been included in the diluted weighted average common shares outstanding used in computing diluted net income per common share for the three and nine months ended September 30, 2004. By application of the treasury stock method, 1.1 million shares have been included in the diluted weighted-average common shares outstanding. By application of the treasury stock method, 1.1 million shares on a full-year basis would be included in the weighted average common shares outstanding at 120% of the initial conversion price.

     The Company’s 3.25% convertible senior subordinated notes, with an initial conversion price of $80.40, are not yet convertible. Once the notes become convertible, the dilutive effect of the convertible notes shall be reflected in diluted net income per common share. By application of the treasury stock method, 0.7 million shares on a full-year basis would be included in the weighted average common shares outstanding used in computing diluted net income per share at 120% of the initial conversion price for these notes (representing a contingent conversion price of $96.48).

     In merging with Apogent, the Company acquired Floating senior convertible debentures, with an initial conversion price $59.09, which are not yet convertible. Once the notes become convertible, the dilutive effect of the convertible notes shall be reflected in diluted net income per common share. By application of the treasury stock method, 1.3 million shares on a full-year basis would be included in the weighted average common shares outstanding used in computing diluted net income per common share at 120% of the initial conversion price for these notes (representing a contingent conversion price of $76.82).

Note 12 — Segment Information

     The Company reports financial results on the basis of three reportable segments: scientific products and services, healthcare products and services and laboratory workstations. The Company reviews segment information for sales and

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operating income excluding items that the Company considers non-recurring to the Company’s operations. Selected segment financial information for the three and nine months ended September 30, 2004 and 2003 is presented below (in millions):

     The Company recorded charges of $44.4 million and $60.3 million for the three and nine months ended September 30, 2004, respectively, for the step-up in inventory related to the Company’s acquisitions of Apogent, Perbio, Oxoid and Dharmacon. The Company also recorded charges of $8.2 million and $9.7 million for the three and nine months ended September 30, 2004, respectively, for costs related to the Apogent transaction. The Company also recorded a restructuring charge of $1.6 million for the three and nine months ended September 30, 2004 related to Apogent integration activity.

Note 13 — Recent Accounting Pronouncements

     In April 2004, the FASB issued Staff Position No. 129-1, “Disclosure Requirements under FASB Statement No. 129, Disclosure of Information about Capital Structure, Relating to Contingently Convertible Securities” (“FSP 129-1”). FSP 129-1 requires additional quantitative and qualitative disclosure regarding the nature of the contingency and the potential impact of contingently convertible securities. Such disclosures have been provided.

     The Emerging Issues Task Force (“EITF”) reached a final consensus at its September meeting on EITF Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share” (“EITF 04-8”). EITF 04-8 requires contingently convertible debt to be included in diluted earnings per share computations, in all periods, except when inclusion is anti-dilutive, regardless of whether the market price contingency is met. The effective date is expected to be for reporting periods ending on or after December 15, 2004. Prior periods earnings per share amounts presented for comparative purposes would be restated to conform to this consensus.

     The following table presents earnings per share for the three and nine months period ended September 30, 2004 and September 30, 2003, as if EITF 04-8 was applicable for each of these periods:

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