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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended September 30, 2003

Commission File Number 001-11091

APOGENT TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

30 Penhallow Street, Portsmouth, New Hampshire 03801

(Address of principal executive offices, including zip code)

(603) 433-6131

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

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    x        NO    ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).        YES    x        NO    ¨

The aggregate market value of the Common Stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s Common Stock on March 31, 2003, the last business day of our most recently completed second fiscal quarter, as reported on the New York Stock Exchange, was approximately $993,800,000. Shares of Common Stock held by each executive officer and director and by each person known to beneficially own more than 5% of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

At December 1, 2003, there were 90,460,479 shares of the Registrant’s Common Stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s Proxy Statement for its Annual Meeting of Shareholders to be held on January 27, 2004 have been incorporated by reference into Part III of this Form 10-K.

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APOGENT TECHNOLOGIES INC.

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TO

2003 ANNUAL REPORT ON FORM 10-K

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Part I.

ITEM 1.    Business

General

Apogent Technologies Inc. is a Wisconsin corporation, incorporated in 1993 to be the successor by merger in January 1994 to Sybron Corporation, a Delaware corporation. The merger was accomplished to change our corporate domicile from Delaware to Wisconsin. We changed our name from Sybron International Corporation to Apogent Technologies Inc. in January 2001.

Our operating subsidiaries are engaged primarily in the manufacture and sale of laboratory products in the United States and other countries. Our operations are divided into two reporting business segments: the Clinical Group and the Research Group.

Forward-Looking Statements

The description of our businesses included in this Item 1, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7 and other portions of this Annual Report contain statements that could be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements concern, among other things, our intent, belief, or current expectations with respect to our operating and growth strategies, our capital expenditures, financing or other matters, regulatory matters pertaining to us specifically and the industry in general, industry trends, competition, risks attendant to foreign operations, reliance on key distributors and large OEM customers, litigation, environmental matters, and other factors affecting our financial condition or results of operations. Such forward-looking statements involve certain risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those contemplated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in connection with such statements as well as those described in the section entitled “Cautionary Factors” in Item 7 of this Annual Report.

Business Segments

We are a leading developer and manufacturer of products for the clinical and research industries. We are organized into two business segments, the Clinical Group and the Research Group, to serve our customers in these industries. During fiscal 2003, we changed our reporting business segments by combining the laboratory equipment and the labware and life sciences segments into a new segment, the Research Group. This change aligns our financial reporting with the management of our operational activity. In addition, we renamed our clinical diagnostics segment as the Clinical Group. All historical financial information for each year in the five-year period ended September 30, 2003, has been restated to reflect this change.

Our subsidiaries manufacture most of the products we sell. We have approximately 7,000 employees in over 120 facilities worldwide. Our customers include distributors, pharmaceutical and biotechnology companies, clinical, academic, research and industrial laboratories, original equipment manufacturers, and others. Approximately 71% of our consolidated net sales in fiscal 2003 were generated from sales transactions with customers within the U.S. and the remainder was generated internationally, mostly from Europe.

The end-users of our products include scientists and lab technicians in the fields of life science research, clinical diagnostics, and basic scientific research. These individuals typically work at pharmaceutical companies, other types of manufacturing companies, hospitals, scientific research organizations, academic and government institutions, and clinical reference laboratories.

Clinical Group

Our Clinical Group manufactures and sells products primarily to clinical and commercial laboratories and to scientific research and industrial customers. These products are used in a number of in vitro (out of body)

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diagnostic applications, including specimen collection, specimen transportation, drug testing, therapeutic drug monitoring, and infectious disease detection. Other applications include human tissue research and human cell research, with an emphasis on cancer applications. Clinical Group products include:

Our primary U.S. and foreign subsidiaries in this business segment include:

Capitol Vial, Inc.

Chase Scientific Glass, Inc.

Consolidated Technologies, Inc.

Erie Electroverre S.A.

Erie Scientific Company

Gerhard Menzel Glasbearbeitungswerk GmbH & Co. K.G.

Lab Vision Corporation

Metavac LLC

Microgenics Corporation

Microm International GmbH

Neomarkers, Inc.

The Naugatuck Glass Company

Remel Inc.

Richard-Allan Scientific Company

Samco Scientific Corporation

Separation Technology, Inc.

Seradyn Inc.

During fiscal 2003, we acquired: NeoMarkers, Inc. (developer and manufacturer of antibodies, reagents, and related products for life science research applications); Opus Diagnostics Inc. (developer and distributor of diagnostic test kits and related reagents used in monitoring the level of a therapeutic drug in a patient’s body); the PathoDx product line of Diagnostic Products Corporation (manually operated diagnostic test kits for the detection of infectious diseases and other conditions); and certain product lines of Meteor Glass Corporation (disposable glass labware and other glass products, such as perfume sampler vials).

The Clinical Group accounted for approximately 47% of our consolidated net sales in 2003, and approximately 46% of our consolidated net sales in 2002 and 2001. For the fiscal years 2003, 2002, and 2001, net sales for this segment grew 8%, 10%, and 11% respectively, compared to the prior year.

Research Group

Our Research Group manufactures, distributes, and sells products primarily to the research and clinical life sciences industries. Applications of these products include general everyday laboratory uses as well as genetic research, protein research, high-throughput screening for drug discovery, cell culture, filtration, and other liquid handling. In addition, this segment manufactures, distributes, and sells basic laboratory equipment used by medical, pharmaceutical, and scientific laboratories. Research Group products include:

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Our primary U.S. and foreign subsidiaries in this business segment include:

ABgene Inc. (formerly, Marsh Bio Products Inc.)

Advanced Biotechnologies Ltd.

Barnstead Thermolyne Corporation

Chromacol Limited

Cosmotec Co. Ltd.

Electrothermal Engineering, Ltd.

Genevac Ltd.

Lab-Line Instruments, Inc.

Matrix Technologies Corporation

Molecular BioProducts, Inc.

Nalge Nunc International Corporation

Nalge Nunc International K.K.

National Scientific Company

Nunc A/S

Owl Separation Systems, Inc.

Quality Scientific Plastics, Inc.

In addition, we participate as a minority owner of a sales and marketing joint venture with Kimble Glass, Inc. that, through Nalge Nunc International’s marketing and sales efforts, markets and sells Kimble/Kontes reusable, disposable and specialty glassware for the laboratory.

During fiscal 2003, we acquired Tempyrox, Inc., a developer and manufacturer of high-temperature cleaning ovens for industrial and laboratory applications, and Quality Scientific Plastics, Inc., formerly Porex Bio Products, Inc., a developer and manufacturer of plastic, injection-molded pipette tips.

The Research Group business segment accounted for approximately 53% of our consolidated net sales in 2003, and approximately 54% of our consolidated net sales in 2002 and 2001, with net sales for this segment growing 6%, 9%, and 12%, respectively, compared to the prior year.

Discontinued Operations

During March 2002, we made the decision to dispose of our vacuum deposition chamber business, Vacuum Process Technology. The decision was made following a slow-down in the telecommunications industry, in which Vacuum Process Technology targeted its products, and as a result, the business no longer met our strategic requirements. In the second quarter of fiscal 2002, in connection with the discontinuance of this business, we incurred a charge of $13.2 million, net of income tax benefit of $7.6 million, related to the write-down of net assets to their estimated fair value less costs to sell. The decision to sell Vacuum Process Technology represented a disposal of long-lived assets and disposal group under SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Accordingly, results of this business have been classified as discontinued operations, and prior periods have been restated. During the second quarter of fiscal 2003, we completed the sale of Vacuum Process Technology and recorded an additional charge of $2.8 million, net of income tax benefit of $1.6 million. For business reporting purposes, Vacuum Process Technology was previously classified in the Clinical Group segment.

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During March 2003, we made the decision to dispose of two businesses: the rapid diagnostic test business (on-site rapid tests used in the detection of pregnancy, drugs of abuse, and infectious diseases) as conducted by our Applied Biotech subsidiary; and the manufacture and sale of automated microarray instrumentation for the genomics market as conducted by our BioRobotics subsidiary. The decision was based in part on our ongoing strategy of strengthening the market positions of our leading brands and focusing on sales of our consumable laboratory products that have more stable growth expectations. As a result, these businesses no longer met our strategic requirements. In the second quarter of fiscal 2003, in connection with the discontinuance of these businesses, we incurred a charge of approximately $87.1 million, net of income tax benefit of $21.8 million, related to the write-down of net assets to their estimated fair value less costs to sell. The decision to sell these companies represented a disposal of long-lived assets and disposal group under SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Accordingly, results of these businesses have been classified as discontinued operations, and prior periods have been restated to reflect this reclassification. In August 2003, we sold Applied Biotech (together with its wholly-owned subsidiary, Forefront Diagnostics, Inc.) to Inverness Medical Innovations, Inc. for 692,506 shares of Inverness common stock and $13.4 million in cash. In September 2003, we sold BioRobotics to Genomic Solutions Acquisitions Limited for a net amount of approximately $1.9 million. For business reporting purposes, Applied Biotech was previously classified in the Clinical Group segment and BioRobotics was classified in the Research Group segment.

In December 2000, we spun off our dental business by way of a pro rata distribution to our shareholders of all the outstanding common stock and related preferred stock purchase rights of Sybron Dental Specialties. As a result of the spin-off, Sybron Dental Specialties has been accounted for as a discontinued operation.

Certain Financial Information

The following table sets forth our net sales by segment.

We have included other financial information about our business segments and foreign operations in Note 15 to our consolidated financial statements.

New Products

During fiscal 2003, we introduced a number of new products that contributed approximately $29.8 million in net sales, primarily in the Research Group. No single new product or group of related products was material to our business or either of our business segments.

Business Strategy

Our goal is to consistently grow our worldwide market presence, net sales, earnings, and cash flows. Annual growth in net sales for fiscal 2003 was $69.6 million, or approximately 7% over the prior year. Key elements of our strategy continue to be:

Grow earnings while maintaining a prudent capital structure.    We consider our ability to increase earnings while managing our balance sheet effectively to be a core competence. Strategic investments that require an outlay of capital are put through a rigorous review process intended to ensure the investment provides an acceptable cash return which exceeds our cost of capital and is accretive to earnings. We maintain a capital structure which provides us with the financial flexibility to compete effectively in our core markets.

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Develop profitable new products.    We consistently strive to develop and introduce new products that contribute to sales, earnings, and cash flows. These products include new offerings and improvements of our existing products. We are especially focused on developing new products for our life sciences research and clinical diagnostics customers.

Increase sales to existing and new customers.    We seek to leverage our strong market presence and excellent customer and distributor relationships into increased sales to current customers and sales to new customers. We believe that our extensive product offering is conducive to cross-selling products to existing customers. This broad product offering is also conducive to negotiating favorable terms with our distributors.

Improve operating efficiencies.    We are focused on improving our operating efficiencies through vertical integration, streamlined manufacturing techniques, better product sourcing, and the sharing of technology and best practices across our company. We believe that our focus on efficiencies improves our gross margins while maintaining or improving the quality of our products and increasing customer satisfaction.

Make strategic acquisitions.    Our acquisition program has been and continues to be focused on adding complementary products and technologies that enhance our market position. Our operating subsidiaries generally have been able to use their existing channels to market our acquired products. We have a rigorous process of candidate identification, due diligence, and integration designed to mitigate acquisition risk. Acquired businesses are converted to our standard financial reporting system. At the time an acquisition closes, we have an integration plan and budget in place, and, in most cases, we retain the senior management of acquired businesses.

Sales, Marketing, and Distribution

Industrial, academic, clinical, governmental, pharmaceutical, and biotechnology laboratories are existing and potential customers for our products. Our products reach these customers in several ways. Our Research Group business segment sells primarily through distributors, although some of our companies in this segment, such as Matrix Technologies and ABgene, have direct sales forces and sell directly to end-users. Sales from our Clinical Group businesses are made both directly and through distribution, depending on the type of product and/or the type of end-user. For example, Richard-Allan and Microm International sell directly to end-users, the microbiology products of our Remel subsidiary are primarily sold directly to end-users, and the drugs of abuse testing products of Microgenics are primarily sold to original equipment manufacturers of immunoassay analyzers. Most of our subsidiaries maintain their own sales forces, whether they sell directly to end-users, through distribution, or otherwise.

Our net sales performance is affected by short-term volatility in demand from distributors. We also experience volatility in demand when distributors merge or consolidate, when distributors do not manage their inventories to end-user demand, and when distributors otherwise experience softness in sales.

Our major distributors offer a wide variety of supplies, apparatus and instruments for the laboratory, primarily through catalogs and through e-commerce web sites. End-users rely heavily on these catalogs and web sites in identifying suitable products and making purchase decisions, and the prominence of and the number of product items listed for a particular vendor are critical marketing variables. We believe the number of our products offered by the major distributors is among the highest of any of our competitors. Also, the major distributors often have contracts with large end-users or purchasing organizations to supply such users or organizations with a broad array of laboratory products and supplies. We believe that our ability to manufacture and supply a broad range of products can help distributors be more efficient in these situations.

Our three major distributors (primarily domestic), Fisher Scientific, VWR, and Allegiance Corporation, accounted in the aggregate for approximately 24% of our Clinical Group sales and 37% of our Research Group

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sales in fiscal 2003. See Notes 2 and 15 to our consolidated financial statements. The loss of any one of these major distributors could have a material adverse effect on our business. Only a few of our subsidiaries have written contractual relationships with these distributors. However, our subsidiaries have long-standing relationships with them or their predecessors.

Our subsidiaries private label for, and sell products to, distributors as well as a number of original equipment manufacturers. These private label and original equipment manufacturer relationships are most prevalent in our Clinical Group business segment, although subsidiaries in the Research Group segment also enter into original equipment manufacturer and private label relationships as opportunities arise. Volatility in demand can arise if these customers fail to manage inventories to end-user demand, discontinue product lines, or switch business to other manufacturers.

Geographic Information

Our U.S. subsidiaries held approximately 79% of our assets as of September 30, 2003 and generated approximately 76% of our income from continuing operations (calculated as a percentage of income generated in total by our domestic and foreign subsidiaries and excluding corporate office expenses—See Note 15 to our consolidated financial statements) for the fiscal year ended September 30, 2003, with the balance attributable to our foreign subsidiaries. In addition to an extensive distributor network, our subsidiaries maintain sales offices and manufacturing plants in many international locations. Foreign sales offices are located in the United Kingdom, Japan, Germany, Spain, Hong Kong, Australia, France, and Switzerland. International manufacturing facilities are located in Denmark, Germany, Switzerland, Hungary, the United Kingdom, Hong Kong, Japan, Mexico, and Puerto Rico.

Domestic and international sales of our products by business segment are as follows:

We have included other financial information about our business segments and foreign operations in Note 15 to our consolidated financial statements.

Research and Development

We have a number of research and development programs in our two business segments. We spent approximately $25.2 million, $23.4 million, and $19.2 million on research and development in fiscal years 2003, 2002, and 2001, respectively, focused primarily on product development. We have, from time to time, worked on customer-sponsored research and development programs, and expect to continue to do so in the future.

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Our research and development expenditures by business segment, which are included within selling, general and administrative expenses in the consolidated statement of operations, are as follows:

Backlog

The dollar amount of backlog orders that we believe to be firm commitments is not material to our business.

Seasonality

Neither of our business segments is seasonal to a material extent.

Markets; Competition

Our products serve a large number of markets worldwide in which there are numerous competitors. We strive to achieve a leading market share in every market in which we compete, and we believe that our size, breadth of products we offer, and our relationships with our customers provide us with competitive advantages relative to many of our small and mid-sized competitors. The strategies outlined under “Business Strategy” above are key to our ability to stay competitive, although there can be no assurance that we will not encounter increased competition in the future.

We have significant competitors in each of our business segments. Our competitors include product manufacturers, private label resellers and product distributors, a number of whom have substantially greater financial and other resources than ours. Product price, product quality, product brand recognition, customer service, breadth of product lines, and convenience for customers are relevant factors to achieving and maintaining our competitive position.

Principal competitors in the Clinical Group business segment include (among others) Shandon (a subsidiary of Thermo Electron Corporation), Leica Microsystems, Sakura Finetek, Knittel Glaser, Surgipath Medical Industries, Inc., Ventana Medical Systems, Dako A.S., Tyco Plastics, Becton Dickinson, Meridian Diagnostics, Dade Behring, Roche Diagnostics, Quidel Corporation and Fisher Scientific.

Our principal competitors in the Research Group segment include (among others) Corning Incorporated, Millipore Corporation, Becton Dickinson, Mettler-Toledo, Beckman Coulter, Greiner Holding AG, Fisher Scientific, New Brunswick Scientific Company, Inc., Forma Scientific, Inc., and SPX Corporation.

Employees

We employ approximately 7,000 people, of whom approximately 5,100 are located in the U.S. As of September 30, 2003, approximately 285 of our U.S. employees were covered by collective bargaining agreements. We believe our relationships with the unions are good, and we expect that, upon expiration, all of the agreements will either be extended or new agreements will be entered into on terms substantially similar to the existing terms. Most of our approximately 450 employees in Denmark are subject to national labor contracts, which are negotiated from time to time at the national level between the national labor union and an employers’ council. Once Denmark’s national labor contracts are set, further negotiation may take place at the local level. Such negotiations may affect local operations. Our Danish subsidiary, Nunc A/S, was closed during the third

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quarter of 1998 for nine days as the result of the first national strike in Denmark since 1985. After the national strike was settled, Nunc A/S non-management employees struck for two days over local issues. All issues were resolved in a new year-to-year contract which next expires in 2004. The Denmark national industry contract is scheduled for renegotiation in 2004. Our current relationships with the unions at Nunc A/S are good.

Government Regulation

U.S. Medical Device Regulation.    Our products that are marketed or sold in the United States and used in the diagnosis or treatment of human diseases, human conditions, or human therapeutic drug use are regulated by the Food & Drug Administration as “devices” pursuant to the Federal Food, Drug and Cosmetic Act (FDCA). Most of the products sold by our Clinical Group and many of the products marketed by our Research Group are regulated by the FDA as medical devices.

Under the FDCA, medical devices are classified into one of three classes: Class I, II or III. Class I and II devices are not expressly approved by the FDA, but, instead, are cleared for marketing either through the 510(k) clearance process or through specific regulatory exemptions. Class III devices generally must receive “pre-market approval” from the FDA as to safety and effectiveness. The substantial majority of the medical devices that we manufacture, market or sell is classified as either Class I or Class II medical devices. However, we do manufacture, market and sell one Class III product, the sales revenues for which are not material.

A 510(k) clearance will be granted if the submitted data establishes that the proposed device is “substantially equivalent” to an existing Class I or Class II medical device or to a Class III medical device for which the FDA has not required pre-market approval. If there are no existing FDA-approved products or processes comparable to a diagnostic product or process, clearance by the FDA involves more lengthy pre-market approval procedures. Alternatively, some products qualify as exempt under regulations that specify the type and characteristics of products subject to exemption. If a medical device is not cleared or exempt, then it may not be marketed or sold in the United States until approved for marketing and sale by the FDA. Each of the medical device products currently marketed by Apogent’s subsidiaries in the United States has been cleared by the FDA pursuant to the 510(k) clearance process, has been grand-fathered under the FDCA (a so-called “pre-amendment” product), or is exempt from FDA pre-clearance requirements.

In addition, the FDA regulates manufacturing and complaint handling processes of manufacturers of medical devices. About once every two to four years, FDA inspectors will visit the United States facilities of each Apogent subsidiary that manufactures medical devices to verify compliance with the good manufacturing practices and complaint assessment processes prescribed by law. Any unsatisfactory observations are written up by the FDA on Form 483 and presented to the subsidiary for correction. If the nature of any noted noncompliance requires it or if the subsidiary fails to respond adequately to Form 483 observations, the FDA may issue a warning letter against the subsidiary and impose fines, require product recalls, or cessation of the manufacturing operations or sales of the subsidiary. Although our subsidiaries have received Forms 483 in the past, the nature of the observations in such forms typically have not been material to the Company as a whole and have been addressed to the satisfaction of the FDA in due course.

Our Erie Scientific subsidiary sells anti-bacterial cleansers that are regulated by the FDA as drug products. The sales of anti-bacterial products represent a very small percentage of Erie Scientific’s sales revenues.

Other Medical Device Regulation.    Sales of our subsidiaries located in, and products sold in, foreign countries are subject to foreign government regulation, the requirements of which vary from country to country. The time required to obtain product approval by a foreign country may be longer or shorter than that required for FDA approval, and the requirements may differ. Currently, we are supporting foreign product registrations in Europe, Central America, South America, and the Pacific Rim countries through our foreign subsidiaries or via our distributors in these respective countries. Our subsidiaries that market products in Canada are licensed under Canadian law. In addition, under the European In Vitro Diagnostic Directive (Directive 98/79/EC of the European Parliament and of the Council of 27 October 1998), our subsidiaries that manufacture medical devices

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for sale in Europe must place CE Marks on these products, maintain technical data regarding these products, and otherwise comply with the requirements of the Directive. Those subsidiaries that are required to comply with the European Directive are compliant or will be compliant within the timeframes prescribed.

Environmental, Health and Safety.    Our operations entail a number of environmentally sensitive production processes. Compliance with environmental laws and regulations, along with regulations relating to workplace safety, is a priority in our businesses. Our domestic facilities are subject to federal, state, and local laws and regulations concerning, among other things, solid and hazardous waste disposal, air emissions and wastewater discharge. Our foreign facilities are subject to local laws and regulations regarding the environment. Our operations are also subject to regulation relating to workplace safety, both in the United States and abroad. During fiscal 2003, we did not make, and do not now anticipate having to make, any material capital expenditures for environmental control facilities.

Patents, Trademarks and Licenses

Our products are sold under a variety of trademarks and trade names. We own or license all of the trademarks and trade names we believe to be material to the operation of our businesses, including the ART^®, ABgene^™, BARNSTEAD INTERNATIONAL^™, CAPITOL VIAL^®, COLORFROST^®, KIMAX^®, KIMBLE^®, LAB-LINE^®, MARSH BIO PRODUCTS^™, NALGE^®, NALGENE^®, NUNC^®, REMEL^®, RICHARD-ALLAN SCIENTIFIC^®, and SUPERFROST^® trademarks, each of which we believe to have widespread name brand recognition in its respective field and all of which we intend to continue to protect. We also own various patents, employ various patented processes, and from time to time acquire licenses from owners of patents. In addition to trade secret, copyright, patent and trademark laws, we rely upon a combination of non-disclosure and other contractual agreements to protect our intellectual property rights. Except for the trademarks referred to above, we do not believe any single patent, trademark, or license is material to the operations of our business as a whole.

Raw Materials

We purchase a wide range of raw materials and supplies from a number of suppliers, and except with respect to our supply of white glass, we do not rely on sole sources to any material extent. All of our white glass comes from a single source, our own Electroverre, SA facility in Switzerland. In the event that Electroverre could not continue to supply the necessary white glass, we would have to seek alternative sources, which could have a material effect on our Clinical Group segment. We do not foresee any significant difficulty in obtaining necessary materials or supplies.

Risks Attendant to Foreign Operations

We conduct our businesses in numerous foreign countries and as a result are subject to risks of fluctuations in exchange rates of various foreign currencies and other risks associated with foreign trade. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—International Operations,” and Item 7A, “Quantitative and Qualitative Disclosures About Market Risk—Foreign Exchange,” for further information concerning the possible effects of foreign currency fluctuations and currency hedges intended to mitigate their impact. Also see, “Cautionary Factors” in Item 7.

Available Information

Our Internet address is www.apogent.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our SEC reports can be accessed through the investor relations section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.

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ITEM 2.    Properties

We currently lease or own over 3.5 million square feet of facilities worldwide. Typically, each of our subsidiaries maintains its own manufacturing, research and development, warehouse, and office space.

The following table sets forth information regarding our principal properties by business segment as of September 30, 2003.

Properties with less than 20,000 square feet of building space have been omitted from this table.

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We consider our plants and equipment to be well maintained and suitable for their purposes. We have, from time to time, expanded and will continue to expand our facilities as the need arises. We expect to fund such expansions through internally generated funds or borrowings under our credit facilities described in Note 8 to our consolidated financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” in Item 7 of this Annual Report.

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ITEM 3.    Legal Proceedings

Nalge Nunc International, a subsidiary in our Research Group business segment, has been identified as a potentially responsible party (“PRP”) at the Aqua-Tech site in South Carolina (the “Aqua-Tech Site”) with respect to a previously owned facility. An action has been conducted at the Aqua-Tech Site for the removal of surface contaminants under the supervision of the Environmental Protection Agency (“EPA”) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). Our total expenses (including legal fees) to date have been approximately $170,000. The site has been placed by the EPA on the federal National Priority List under CERCLA, which is a prerequisite to any federally-mandated requirement for long-term remedial work at the site under CERCLA, such as would be involved in soil and groundwater remediation. We participated with a PRP group composed of approximately 100 parties in an agreement with the EPA to undertake a remedial investigation and feasibility study, which is now being used by the EPA to determine what remedy, if any, should be required at the site. There has been no opposition to the proposed remedial investigation and feasibility study. Adoption of the remedial investigation plan will likely occur in 2004. Our share of waste allegedly sent to the site is reportedly not more than 1% of the total waste sent. It is anticipated that our liability in this matter will be in proportion to the amount of reported waste we were deemed to have sent. Therefore, even though CERCLA does provide for joint and several liability, we believe that any ultimate liability will not exceed our estimate of approximately $350,000 including fees and remediation costs, and will not have a material adverse effect on our results of operations or financial condition.

Applied Biotech, formerly a subsidiary in our Clinical Group business segment, manufactured and supplied immunoassay pregnancy tests to Warner Lambert Co. (now part of Pfizer Inc.). Warner Lambert sold the tests to retailers who sold them over-the-counter to consumers. Applied Biotech supplied the product to Warner Lambert pursuant to a supply agreement that Warner Lambert claims required Applied Biotech to defend and indemnify Warner Lambert with respect to any liability arising out of claims that the product infringes any patents held by third parties. On January 8, 1999, Conopco, Inc. d/b/a Unipath Diagnostics Company filed a lawsuit against Warner Lambert in the U.S. District Court for the District of New Jersey. The Unipath Diagnostics business, along with this lawsuit, were subsequently sold to Inverness Medical Switzerland GmbH (“Inverness”). In the Conopco litigation and in two other cases, Inverness claimed that the Warner Lambert pregnancy test supplied by Applied Biotech infringed certain patents owned by Inverness. Applied Biotech agreed to defend in two of these lawsuits on behalf of Warner Lambert. These cases were settled and dismissed as to Pfizer/Warner Lambert and, by extension, Applied Biotech, in August 2003 without payment of damages by Applied Biotech or Apogent.

On October 15, 2002, Armkel, LLC sued Pfizer in the U.S. District Court for the District of New Jersey for patent infringement with respect to these same pregnancy products (the “Armkel Litigation”). In July 2003, Pfizer filed a third-party complaint lawsuit in the U.S. District Court for the District of New Jersey against Applied Biotech to enforce the alleged obligation of Applied Biotech to indemnify and defend Pfizer with regard to the Armkel Litigation. Under the terms of the sale of Applied Biotech to Inverness consummated in August 2003, we retained liability of Applied Biotech for claims arising from the Armkel Litigation. We do not believe that Applied Biotech has an obligation to defend and indemnify Pfizer with respect to the Armkel Litigation and have taken that position. The lawsuit between Armkel and Pfizer has been settled and dismissed, although Pfizer’s lawsuit against Applied Biotech continues. Although we do not know the terms of the settlement between Pfizer and Armkel, we do not believe that the outcome of the Armkel Litigation will have a material adverse effect on our results of operations or financial condition.

We and our subsidiaries are parties to a number of lawsuits or subject to claims arising out of our respective operations, or the operation of businesses divested since the 1980’s for which certain of our subsidiaries may continue to have legal or contractual liability, including product liability, patent and trademark or other intellectual property infringement, workplace safety, and environmental claims and cases, some of which involve claims for substantial damages. We vigorously defend lawsuits and other claims against us. Based upon our assessment of the cases and claims against us and our experiences with similar cases and claims in the past, we believe that any liabilities which might reasonably result from any of the pending cases and claims would not have a material adverse effect on our results of operations or financial condition. However, there can be no

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assurance as to this or that we will not be subjected to significant additional claims in the future with respect to our current or former operations which would have such a material adverse effect. See Note 13 to our consolidated financial statements and “Cautionary Factors” in Item 7.

ITEM 4.    Submission of Matters to a Vote of Security Holders

None.

Executive Officers of the Registrant

Set forth below is a complete list of the names, ages, and positions(s) of our executive officers. All executive officers hold office at the pleasure of the Board of Directors.

The following sets forth the principal occupations of the executive officers for the periods specified.

Mr. Jellinek.    President and Chief Executive Officer since December 2000; President and Chief Executive Officer of Sybron Laboratory Products Corporation (“SLP”) from 1998 to 2000; President of Erie Scientific Company (“Erie Scientific”) from 1975 to 1998; has from time to time held general management responsibilities for various businesses of Apogent’s predecessor.

Mr. Ahlgren.    Chief Operating Officer since November 2003; Group President, Research Group since April 2002; President of Nalge Nunc International Corporation (“NNI”) from November 1999 to January 2003; Senior Vice President—Sales and Marketing of NNI from January 1999 to November 1999. General Manager of International Murex Technologies Corporation from 1994 to 1998.

Mr. Brown.    Reappointed as Chief Financial Officer and Treasurer of the Company in January, 2003; Financial Consultant to the Company from 2000 to 2003; Chief Financial Officer, Vice President—Finance and Treasurer of the Company from 1993 to 2000; President of Allen-Bradley Europe from March 1990 to January 1993; and Treasurer of The Marmon Group, Inc., from 1987 to 1990. Director of Sybron Dental Specialties, Inc. and Merge Technologies Incorporated.

Mr. Bresson.    Executive Vice President—Administration, General Counsel and Secretary since December 2000; Group Counsel of SLP from 1998 to 2000; Partner at the law firm of Quarles & Brady LLP from 1990 to 1998.

Mr. Griffin.    Vice President, Regulatory Affairs and Quality Assurance since December 2000; Vice President, Regulatory Affairs of SLP from 1998 to 2000; Director of Quality and Safety at Erie Scientific from prior to 1996 to 1998.

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Mr. Marmontello.    Vice President, Human Resources since December 2000; Vice President, Human Resources of SLP from 1997 to 2000; Associate Director of Human Resources for the University System of New Hampshire prior to joining SLP.

Mr. Smith.    Vice President, Strategic Initiatives since June 2003; Senior Vice President of the Private Equity Division of Mesirow Financial from 1998 to 2003.

Mr. Stuppy.    Group President, Clinical Consumables since April 2001; President of Erie since January 2001; Executive Vice President, Sales and Marketing, Clinical Products from 2000 to 2001; Executive Vice President of Sales & Marketing at SLP from 1998 to 2000; Vice President of Marketing at Erie Scientific from 1986 to 1998.

Mr. Wiatt.    Group President, Industrial Glass Operations since April 2001; Executive Vice President, Worldwide Glass Operations from 2000 to 2001; Executive Vice President, Worldwide Glass Operations of SLP from 1998 to 2000; Vice President of Manufacturing at Erie Scientific from 1978 to 1998.

Mr. Scheu.    Group President, Clinical Diagnostics since September 2000; President of Richard-Allan Scientific Company (“Richard-Allan”) from 1997 to 2000; Executive Vice President of Richard-Allan from 1995 to 1997.

Dr. Tsay.    Group President, Immunodiagnostics since April 2003 and from December 2000 to January 2002. President of Diagnostic Reagents, Inc. (“DRI”) at the time Apogent acquired that business in January 1998, and had served in that position since 1991; became President of Microgenics Corporation after Apogent acquired that company and merged it with DRI in June 1999.

Erie Scientific, NNI, Richard-Allan, and Microgenics are subsidiaries of Apogent. SLP was a subsidiary of Apogent prior to the 2000 spin-off of Sybron Dental Specialties.

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PART II.

ITEM 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Since our inception, we have not paid any cash dividends on our Common Stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in Item 7 of this Annual Report, and Note 8 to our consolidated financial statements in this Annual Report for a description of certain restrictions on our ability to pay cash dividends. Subject to such limitations, any future cash dividends will be at the discretion of our Board of Directors and will depend upon, among other factors, our earnings, financial condition and other requirements.

Based upon record ownership as of December 1, 2003, the number of holders of our Common Stock (including individual participants in securities position listings) is 442.

Our Common Stock trades on the NYSE under the symbol “AOT.” The market information set forth below for our two most recent fiscal years is based on NYSE sales prices.

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The following table discloses our purchases of our equity securities during the fourth quarter of fiscal 2003.

ISSUER PURCHASES OF EQUITY SECURITIES

The following outlines the date and number of shares approved by our Board of Directors under the publicly announced repurchase program through September 30, 2003.

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ITEM 6.    Selected Financial Data

The following table sets forth selected consolidated financial information for the five years in the period ended September 30, 2003. The consolidated data presented herein reflects the reclassification to discontinued operations of the Company’s ABI, Bio Robotics, VPT subsidiaries, the Company’s former SDS subsidiary and its affiliates, and the Company’s former NPT subsidiary. This selected financial information should be read in conjunction with our consolidated financial statements and the notes thereto contained in Item 8 of this Annual Report.

Fixed charges consist of interest expense, amortization of deferred financing fees and an estimate of interest within rental expense.

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ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

During fiscal 2003, we realigned our lines of business for financial reporting purposes. Our three former business segments (Clinical Diagnostics, Labware and Life Sciences, and Laboratory Equipment) were reclassified into two business segments: Clinical Group and Research Group. The Clinical Group business segment is the former Clinical Diagnostics business segment. The Research Group business segment is composed of the former Labware and Life Sciences and Laboratory Equipment business segments.

Our operating subsidiaries are engaged primarily in the manufacture and sale of laboratory products in the United States and other countries. Our fiscal year ends on September 30.

During March 2003, we made the decision to dispose of two of our businesses: the rapid diagnostic test business (on-site rapid tests used in the detection of pregnancy, drugs of abuse, and infectious diseases) as conducted by our Applied Biotech subsidiary; and the manufacture and sale of automated microarray instrumentation for the genomics market as conducted by our BioRobotics subsidiary. The decision was based in part on our ongoing strategy of strengthening the market positions of our leading brands and focusing on sales of our consumable laboratory products that have more stable growth expectations. As a result, these businesses no longer met our strategic requirements. During August 2003, we completed the sale of Applied Biotech, and during September 2003, we sold BioRobotics. The results of operations of Applied Biotech and BioRobotics have been presented as discontinued operations in all periods presented herein.

During March 2002, we made the decision to dispose of our vacuum deposition chamber business, Vacuum Process Technology. The decision was made following a slow-down in the telecommunications industry, in which Vacuum Process Technology targeted its products, and as a result, the business no longer met our strategic requirements. During the second quarter of fiscal 2003, we completed the sale of Vacuum Process Technology. The results of operations of VPT have been presented as discontinued operations in all periods presented herein.

On December 11, 2000, Apogent, then known as Sybron International Corporation, completed the spin-off of its dental business as a separate publicly traded company. The spin-off was effected by way of a pro rata distribution of all the outstanding common stock and related preferred stock purchase rights of Sybron Dental Specialties to Apogent’s shareholders. Sybron Dental Specialties is now an independent public company operating what was Sybron’s dental business. As a result of the spin-off, all historical financial data relating to the operations of Sybron Dental Specialties and its affiliates prior to the spin-off have been reclassified to discontinued operations.

Year Ended September 30, 2003 Compared to the Year Ended September 30, 2002

Results of Operations

Net Sales

Overall Company.    Net sales for the year ended September 30, 2003 were $1,097.5 million, an increase of $69.6 million or 6.8% over fiscal 2002.

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Clinical Group.    For the year ended September 30, 2003, net sales in our Clinical Group were $510.5 million, an increase of $37.1 million or 7.8% over fiscal 2002. Increased net sales in the Clinical Group resulted primarily from: (a) net sales of acquired companies (approximately $14.2 million), (b) foreign currency fluctuations (approximately $8.6 million), (c) increased net sales of new products developed by us (approximately $8.4 million), (d) price increases of existing products (approximately $4.0 million), and (e) volume increases on sales of existing products (approximately $1.9 million).

The following factors contributed to the growth in Clinical Group net sales:

The increase in net sales is partially offset by decreased average selling prices, primarily in drugs of abuse tests sold by our Microgenics subsidiary as well as sales through distribution of Remel’s manual microbiology media. Although the continuing growth of sales through distributors of the manual microbiology media at our Remel subsidiary caused our sales volumes to increase, it has had and may continue to have an adverse impact on the average selling prices for this product line.

Looking forward, we anticipate that, excluding foreign currency impacts, sales in fiscal 2004 will grow modestly as we seek to expand our sales through distributors and focus on growing our business organically.

Research Group.    For the year ended September 30, 2003, net sales in our Research Group were $587.0 million, an increase of $32.4 million or 5.8% over fiscal 2002. Increased net sales in the Research Group resulted primarily from: (a) increased net sales of new products developed by us (approximately $21.4 million), (b) net sales of acquired companies (approximately $16.7 million), (c) foreign currency fluctuations (approximately $14.0 million), and (d) price increases (approximately $5.1 million). Net sales were partially reduced by a decrease in net sales of existing products (approximately $24.8 million).

The following factors contributed to the growth in Research Group net sales:

The increase in net sales is partially offset by a decrease in sales of equipment. Projects using our life science equipment are often scientific specific projects that have finite lives, such as the human genome project, which is now complete. Other equipment sold by our Research Group has also suffered from the general economic slowdown.

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Looking forward, we anticipate that, excluding foreign currency impacts, sales in fiscal 2004 will grow modestly as we seek to focus on growing our business organically and to a lesser extent from recently completed acquisitions. We expect sales of equipment by our Research Group to remain flat.

Gross Profit

Overall Company.    Gross profit for the year ended September 30, 2003 was $518.5 million, or 47.2% of net sales, as compared to $505.9 million, or 49.2% of net sales, for fiscal 2002.

Clinical Group.    Gross profit in our Clinical Group was $242.4 million, or 47.5% of net sales for the year ended September 30, 2003, compared with $228.6 million, or 48.3% of net sales, for the year ended September 30, 2002. This represents an increase of $13.7 million, or 6.0%, as compared to fiscal 2002. Increased gross profit in the Clinical Group resulted primarily from: (a) the effects of acquired companies (approximately $7.4 million), (b) price increases (approximately $4.0 million), (c) the effects of new products developed by us (approximately $3.8 million), (d) foreign currency fluctuations (approximately $3.7 million), (e) decreases in restructuring charges (approximately $1.6 million), and (f) increases in volume (approximately $1.5 million). Gross profit was partially reduced by: (a) increased manufacturing overhead (approximately $6.2 million), (b) inventory reductions (approximately $1.7 million), and (c) product mix (approximately $0.4 million).

The factors described above that contributed to our growth in net sales also contributed to higher gross profit. Gross margin percentage decreased, however, primarily due to the March 2002 Capitol Vial acquisition, which sells products with lower gross margins, an increase in depreciation expense, and an increase in sales through distribution, which tend to have lower gross margins than direct sales.

We anticipate that gross profit dollars will continue to grow in proportion with our growth in net sales as described above. We also expect that our gross margin percentage will continue to decrease due to a modest shift from direct sales to sales through distributors at our Remel subsidiary. However, we are implementing internal cost saving strategies with the objective of increasing gross margins.

Research Group.    Gross profit in our Research Group was $276.1 million, or 47.0% of net sales, for the year ended September 30, 2003, compared to $277.2 million, or 50.0% of net sales, for the year ended September 30, 2002. This represents a decrease of $1.1 million, or 0.4%, as compared to fiscal 2002. Decreases in gross profit in the Research Group resulted primarily from: (a) decreases in volume (approximately $16.2 million), (b) product mix (approximately $3.8 million), (c) increases in restructuring charges (approximately $3.6 million), (d) inventory reductions (approximately $2.2 million), and (e) increased manufacturing overhead (approximately $1.1 million). Gross profit was partially increased by: (a) the effects of new products (approximately $9.7 million), (b) the effects of acquired companies (approximately $6.1 million), (c) price increases (approximately $5.1 million), and (d) foreign currency fluctuations (approximately $4.9 million).

The factors described above that contributed to our growth in net sales also contributed to the change in gross profit. Restructuring charges, primarily at our Robbins and ERTCO subsidiaries, reduced gross profit by approximately $6.6 million. Additionally, gross margins were negatively impacted by increased depreciation expense, increased fixed cost components of our overhead and lower volumes of certain life science products that tend to carry higher margins.

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We expect gross profit dollars to grow in proportion with our growth in net sales. We are implementing internal cost saving strategies with the objective of increasing our gross margins.

Selling, General and Administrative Expenses

Overall Company.    Selling, general and administrative expenses for the year ended September 30, 2003 were $284.4 million, as compared to $258.0 million for fiscal 2002.

Clinical Group.    Selling, general and administrative expenses in our Clinical Group for the year ended September 30, 2003 were $116.6 million, an increase of $11.3 million, or 10.8%, over fiscal 2002, resulting primarily from: (a) administrative, finance and legal expenses (approximately $3.4 million), (b) expenses of acquired businesses (approximately $2.7 million), (c) foreign currency fluctuations (approximately $2.5 million), (d) sales and marketing expenses (approximately $1.7 million), (e) increased amortization expense (approximately $0.8 million), and (f) research and development expenses (approximately $0.7 million). Selling, general and administrative expenses were partially decreased by lower restructuring expenses (approximately $0.5 million).

The following factors contributed to the increase in selling, general and administrative expenses:

Research Group.    Selling, general and administrative expenses in our Research Group for the year ended September 30, 2003 were $167.8 million, an increase of $15.1 million, or 9.9%, over fiscal 2002, resulting primarily from: (a) foreign currency fluctuations (approximately $5.4 million), (b) expenses of acquired businesses (approximately $4.2 million), (c) administrative, finance and legal expenses (approximately $3.0 million), (d) higher restructuring expenses (approximately $2.5 million), and (e) increased amortization expense (approximately $0.8 million). Selling, general and administrative expenses were partially decreased by (a) lower sales and marketing expenses (approximately $0.7 million) and (b) lower research and development expenses (approximately $0.1 million). The following factors contributed to the increase in selling, general and administrative expenses:

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We anticipate that the level of selling, general, and administrative expenses for each of the Groups will be slightly reduced as a percentage of sales over the next twelve months as the effects of restructuring actions and other cost saving initiatives begin to be realized.

Operating Income

Operating income for the year ended September 30, 2003 was $234.1 million, a decrease of $13.9 million, or 5.6%, compared to $247.9 million for fiscal 2002.

Interest Expense, net

Interest expense was $46.2 million for the year ended September 30, 2003, as compared to $40.7 million for fiscal 2002. The increase in interest expense is primarily the result of interest accrued and paid on our increased indebtedness, resulting from the issuance of our 6 ¹/2% senior subordinated notes in June 2003.

Loss on Extinguishment of Debt and Settlement of Securities Lending Agreement

On July 29, 2003, the Company’s obligations under the previous revolving credit facility were paid and replaced with a new credit facility. As a result, the Company wrote off deferred financing fees (approximately $2.0 million) associated with the previous credit facility.

On September 16, 2003, the Company announced a cash tender offer for its $325.0 million principal amount of 8% Senior Notes due 2011 (the “Notes”). As of September 30, 2003, Apogent received and settled tenders for a total of $317.0 million principal amount of Notes, representing approximately 97.5% of the aggregate principal amount of Notes outstanding prior to the tender offer. The one-time costs associated with this tender were approximately $59.6 million which consisted of a net premium paid to extinguish the debt (approximately $55.0 million), the write-off of deferred financing fees (approximately $2.1 million), the write-off of the unamortized discount (approximately $1.2 million), and other expenses related to the tender offer (approximately $1.3 million).

On September 19, 2003, Apogent settled its obligations under its securities lending agreement and terminated the arrangement. The one-time costs associated with the termination of this arrangement were approximately $1.4 million and consisted of premium paid to extinguish the debt (approximately $6.0 million) and the write-off of deferred financing fees (approximately $2.1 million), partially offset by a realized gain on the sale of a U.S. Treasury security (approximately $6.7 million). See Note 8 to our consolidated financial statements.

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Other Income

Other income was $1.3 million for the year ended September 30, 2003, as compared to other income of $1.6 million in fiscal 2002. This decrease of $0.3 million is primarily due to a reduction of equity in earnings from our joint venture with Kimble Glass.

Income Taxes

Taxes on income from continuing operations for the year ended September 30, 2003 were $39.8 million, a decrease of $35.4 million from fiscal 2002. The decrease primarily resulted from the decrease in taxable income, the utilization of additional foreign tax credits on our prior year tax returns filed during fiscal 2003, as well as the cumulative effect of the decrease in the fiscal 2003 effective tax rate to 35.8% from 36.5%.

Income from Continuing Operations

Income from continuing operations for the year ended September 30, 2003 was $ 82.4 million, a decrease of $47.8 million from $130.2 million for fiscal 2002.

Discontinued Operations

The loss from discontinued operations, net of tax, for the year ended September 30, 2003 was $94.1 million as compared to a loss of $9.0 million for fiscal 2002. The net of tax loss from discontinued operations consisted of an $87.1 million write-down of net assets to their estimated fair value less costs to sell related to the discontinuance of ABI and BioRobotics and a $2.8 million additional charge related to the disposal of VPT. In addition, we had a $4.2 million net of tax loss from the operations of these discontinued businesses.

Net Income

Net loss for the year ended September 30, 2003 was $11.7 million, as compared to net income of $121.1 million for fiscal 2002.

Year Ended September 30, 2002 Compared to the Year Ended September 30, 2001

Results of Operations

Net Sales

Overall Company.    Net sales for the year ended September 30, 2002 increased by $89.1 million or 9.5% over fiscal 2001.

Clinical Group.    Increased net sales in the Clinical Group resulted primarily from: (a) net sales of products of acquired companies (approximately $28.5 million), (b) price increases (approximately $13.6 million), (c) increased net sales of new products developed by us (approximately $5.3 million), and (d) foreign currency fluctuations (approximately $1.5 million). Net sales were partially reduced by a decrease in net sales of existing products (approximately $6.7 million).

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The following factors contributed to our growth in net sales: