As filed with the Securities and Exchange Commission on May 24,
2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Thermo Fisher Scientific Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
04-2209186 |
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(State or other jurisdiction |
(I.R.S. Employer |
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of incorporation or organization) |
Identification No.) |
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168 Third Avenue |
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Waltham, Massachusetts |
02451 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Thermo Fisher Scientific Inc. Amended and Restated 2013 Stock
Incentive Plan
Thermo Fisher Scientific Inc. 2023 Global Employee Stock Purchase
Plan
(Full title of the plans)
Michael A. Boxer
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
(Name and address of agent for service)
(781) 622-1000
(Telephone number, including area code, of agent for
service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act of 1933.
☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I will
be sent or given to participants in the plans covered by this
Registration Statement as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the “Securities Act”). In
accordance with the rules and regulations of the Securities and
Exchange Commission (the “Commission”) and the instructions of Part
I of Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. Such documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part
II of Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual
Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement,
which are also incorporated by reference in the Section 10(a)
prospectus, other documents required to be delivered to eligible
participants pursuant to Rule 428(b) promulgated under the
Securities Act, or additional information about the plans, will be
available without charge by contacting Thermo Fisher Scientific
Inc. (the “Registrant” or “Thermo Fisher”) at 168 Third Avenue,
Waltham, Massachusetts 02451, telephone: (781)
622-1000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by the
Registrant with the Commission, are incorporated by reference
herein and shall be deemed to be a part hereof:
(b)All
other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)
since December 31, 2022; and
(c)The
description of the Registrant’s common stock, $1.00 par value per
share, contained in the Registrant’s Form 8-A, filed with the
Commission on September 9, 1999, as the description therein has
been updated and superseded by the description of the Registrant’s
capital stock contained in
Exhibit 4.19
to the Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, as filed with the Commission on February
23, 2023, including any amendments or reports filed with the
Commission for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of
filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Notwithstanding the foregoing, any
information that has been or will be furnished (and not filed) with
the Commission is not incorporated by reference in this
Registration Statement or the accompanying prospectus.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The Registrant’s Secretary and Deputy General Counsel, Julia L.
Chen, has opined as to the legality of the securities being offered
by this Registration Statement. Ms. Chen owns, or has options or
rights to acquire, an aggregate of less than 1% of the shares of
the Registrant’s common stock and is eligible to receive awards
under the Thermo Fisher Scientific Inc. Amended and Restated 2013
Stock Incentive Plan and to participate in the Thermo Fisher
Scientific Inc. 2023 Global Employee Stock Purchase
Plan.
Item 6. Indemnification of Officers and Directors.
The following summary is qualified in its entirety by reference to
the complete Delaware General Corporation Law (“DGCL”), the
Registrant’s Third Amended and Restated Certificate of
Incorporation, as amended to date (“Charter”), and the Registrant’s
Bylaws, as amended to date.
Section 145 of the DGCL provides, generally, that a corporation
shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (except actions by or in the
right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation
against all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. A
corporation may similarly indemnify such person for expenses
actually and reasonably incurred by such person in connection with
the defense or settlement of any action or suit by or in the right
of the corporation, provided that such person acted in good faith
and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, in the case
of claims, issues and matters as to which such person shall have
been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the
adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem
proper.
Section 102(b)(7) of the DGCL provides, generally, that the
certificate of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or
its shareholders for monetary damages for breach of fiduciary duty
as a director, provided that such provision may not eliminate or
limit the liability of (i) for any breach of the director’s duty of
loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of the DGCL,
or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or
limit the liability of a director for any act or omission occurring
prior to the date when such provision became
effective.
The Registrant is governed by the provisions of the DGCL permitting
the Registrant to purchase director’s and officer’s insurance to
protect itself and any director, officer, employee or agent of the
Registrant. The Registrant has an insurance policy which insures
the directors and officers of the Registrant and its subsidiaries
against certain liabilities which might be incurred in connection
with the performance of their duties. The Registrant also has
indemnification agreements with its directors and officers that
provide for the maximum indemnification allowed by
law.
The Registrant’s Charter provides, generally, that the Registrant
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit or proceeding (except
actions by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or
agent of the Registrant against all expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.
The Registrant may similarly indemnify such person for expenses
actually and reasonably incurred by such person in connection with
the defense or settlement of any action or suit by or in the right
of the Registrant, provided that in the case of claims, issues and
matters as to which such person shall have been adjudged liable to
the Registrant, a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem
proper.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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Exhibit
Number
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Exhibit Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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5.1* |
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23.1* |
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23.2* |
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24.1* |
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99.1* |
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99.2* |
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107* |
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* Filed herewith.
Item 9. Undertakings.
(a)The
undersigned Registrant hereby undertakes:
(1)To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
(i)To
include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)To
reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective
Registration Statement; and
(iii)To
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided,
however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2)That,
for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3)To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b)The
undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c)Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New
York, New York, on this 24th day of May, 2023.
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THERMO FISHER SCIENTIFIC INC. |
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By: |
/s/ Michael A. Boxer |
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Name: Michael A. Boxer |
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Title: Senior Vice President and General Counsel |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Thermo Fisher
Scientific Inc., hereby severally constitute and appoint Marc N.
Casper, Stephen Williamson, Michael A. Boxer, Joseph R. Holmes and
Julia L. Chen, and each of them singly, with full and several power
of substitution and resubstitution and to act with or without the
others, for him or her and in his or her name, place and stead in
any and all capacities, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement
on Form S-8 filed herewith and any and all subsequent amendments to
said Registration Statement, and generally to do all such things in
our names and on our behalf in our capacities as officers and
directors to enable Thermo Fisher Scientific Inc. to comply with
the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Marc N. Casper |
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Chairman, President and Chief Executive Officer |
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May 24, 2023 |
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Marc N. Casper |
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(Principal Executive Officer) |
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/s/ Stephen Williamson |
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Senior Vice President and Chief Financial Officer |
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May 24, 2023 |
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Stephen Williamson |
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(Principal Financial Officer) |
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/s/ Joseph R. Holmes |
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Vice President and Chief Accounting Officer |
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May 24, 2023 |
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Joseph R. Holmes |
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(Principal Accounting Officer) |
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/s/ Scott M. Sperling |
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Lead Director |
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May 24, 2023 |
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Scott M. Sperling |
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/s/ Nelson J. Chai |
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Director |
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May 24, 2023 |
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Nelson J. Chai |
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/s/ Ruby R. Chandy |
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Director |
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May 24, 2023 |
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Ruby R. Chandy |
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/s/ C. Martin Harris, MD |
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Director |
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May 24, 2023 |
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C. Martin Harris, MD |
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/s/ Tyler E. Jacks, PhD |
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Director |
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May 24, 2023 |
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Tyler E. Jacks, PhD |
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/s/ R. Alexandra Keith |
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Director |
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May 24, 2023 |
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R. Alexandra Keith |
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/s/ James C. Mullen |
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Director |
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May 24, 2023 |
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James C. Mullen |
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/s/ Lars R. Sørensen |
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Director |
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May 24, 2023 |
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Lars R. Sørensen |
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/s/ Debora L. Spar |
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Director |
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May 24, 2023 |
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Debora L. Spar |
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/s/ Dion J. Weisler |
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Director |
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May 24, 2023 |
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Dion J. Weisler |
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