Thermo Fisher Scientific Inc. Form 8-K for 02-02-07
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report
(Date
of earliest event reported):
February
8, 2007
________________________________________
THERMO
FISHER SCIENTIFIC INC.
(Exact
name of Registrant as specified in its Charter)
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Delaware
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1-8002
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04-2209186
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification
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incorporation
or organization)
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Number)
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81
Wyman Street, P.O. Box 9046
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Waltham,
Massachusetts
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02454-9046
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(Address
of principal executive offices)
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(Zip
Code)
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(781)
622-1000
(Registrant’s
telephone number
including
area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Current Report on Form 8-K contains forward-looking statements that involve
a
number of risks and uncertainties. Important factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements are set forth under the heading “Risk Factors” in Thermo Electron
Corporation and Fisher Scientific International Inc.’s Quarterly Reports on Form
10-Q for the third quarter of 2006. We also may make forward-looking statements
about the benefits of the merger of Thermo Electron and Fisher Scientific,
including statements about future financial and operating results, the new
company’s plans, objectives, expectations and intentions and other statements
that are not historical facts. These
include risks and uncertainties relating to: the risk that the businesses
will
not be integrated successfully;
the risk that the cost savings and any other synergies from the transaction
may
not be fully realized or may take longer to realize than expected; disruption
from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; competition and its effect on pricing,
spending, third-party relationships and revenues; the need to develop new
products and adapt to significant technological change; implementation of
strategies for improving internal growth; use and protection of intellectual
property; dependence on customers’ capital spending policies and government
funding policies; realization of potential future savings from new productivity
initiatives; dependence on customers that operate in cyclical industries;
general worldwide economic conditions and related uncertainties; the effect
of
changes in governmental regulations; exposure to product liability claims
in
excess of insurance coverage; and the effect of exchange rate fluctuations
on
international operations. While we may elect to update forward-looking
statements at some point in the future, we specifically disclaim any obligation
to do so, even if our estimates change and, therefore, you should not rely
on
these forward-looking statements as representing our views as of any date
subsequent to the date of this Current Report on Form 8-K.
Item
2.02 Results of Operations and Financial Condition.
On
February 8, 2007, the Registrant announced its financial results for the
fiscal
quarter ended December 31, 2006. The full text of the press release issued
in
connection with the announcement is attached as Exhibit 99.1 to this Form
8-K
and incorporated herein by reference.
The
information contained in this Form 8-K (including Exhibit 99.1) shall not
be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth
by
specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
The
following Exhibit relating to Item 2.02 shall be deemed “furnished”, and not
“filed”:
99.1 Press
Release dated February 8, 2007.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized, on this 8th
day of February, 2007.
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THERMO
FISHER SCIENTIFIC INC.
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By:
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/s/
Peter E. Hornstra
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Peter
E. Hornstra
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Vice
President and Chief Accounting Officer
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