Fisher Scientific International Inc.Fisher Scientific International Inc.
2002 Annual ReportLetter to ShareholdersFisher At A GlanceQ & ALeadershipCorporate Information
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Supplementary Information
Selected Financial Data
MD&A
Statement of Operations
Balance Sheet
Statement Of Cash Flows
Statement Of Changes in Stockholders Equity
Notes
Auditors' Report

NOTE 15 STOCKHOLDERS' EQUITY

The preferred and common stock of the Company are each issuable in one or more series or classes, any or all of which may have such voting powers, full or limited, or no voting powers, and such designations, preferences and related participating, optional or other special rights and qualifications, limitations or restrictions thereof, as are set forth in the Restated Certificate of Incorporation of Fisher or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by Fisher’s Board of Directors, which is expressly authorized to set such terms for any such issue. As of December 31, 2002 and 2001, the Company’s outstanding common stock included 2,436,601 and 4,035,290 of nonvoting shares, respectively. As of December 31, 2002 and 2001, there were warrants outstanding to purchase 2,583,315 shares of common stock at an exercise price of $9.65 per share.

In February 2002, certain of the Company’s stockholders sold 7.4 million shares of common stock in an underwritten public offering. The Company did not receive any of the proceeds from this offering. As of December 31, 2002, Thomas H. Lee Company (“THL”) and its affiliates involved in the Company’s recapitalization in 1998 own approximately 36 percent of the Company’s outstanding common stock.

On May 16, 2001, the stockholders of the Company approved an amendment to the Restated Certificate of Incorporation of the Company increasing the authorized number of shares of common stock that may be issued from 100,000,000 to 500,000,000.

On May 9, 2001, the Company sold 12.8 million shares of common stock to the public at a price of $24.00 per share. An additional 1.0 million shares were sold by employees and other individuals from shares distributed from a rabbi trust set up in connection with the Company’s recapitalization in 1998. Proceeds to the Company from the offering were approximately $289.9 million, net of underwriters’ discounts and offering costs. The Company did not receive any proceeds for the sale of shares by the selling stockholders.
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