tmo8k2013.htm
 
 
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):

May 3, 2013
___________________________________________

THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)


Delaware
  
1-8002
  
04-2209186
(State or other jurisdiction of
incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification Number)

81 Wyman Street
    
Waltham, Massachusetts
  
02451
(Address of principal executive offices)
  
(Zip Code)

   
(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):

□      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 
 
 
 
THERMO FISHER SCIENTIFIC INC.

Item 8.01          Other Events
 
    In February 2013, in connection with a change in management responsibility for two product lines, the company transferred its water analysis and research serum media product lines to the Laboratory Products and Services segment from the Analytical Technologies segment. The Company has historically moved a product line between segments when a shift in strategic focus of either the product line or a segment more closely aligns the product line with a segment different than that in which it had previously been reported. The results of the transferred product lines were reported as part of the Laboratory Products and Services segment for each period presented in the Company’s first quarter 2013 Quarterly Report on Form 10-Q filed with the SEC on May 3, 2013.
 
    Exhibit 99.1 of this Form 8-K updates Items 7 and 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”), which was filed with the Securities and Exchange Commission on February 27, 2013, to reflect the reclassification of segment information due to the two product line transfers discussed above. The segment reclassification had no effect on the Company’s historical reported net income or earnings per share.
 
    The information set forth in Exhibit 99.1 continues to report and disclose information as of February 27, 2013, the date the 2012 Form 10-K was filed, and the Company has not updated or amended the disclosures contained therein to reflect events that have occurred since the filing of the 2012 Form 10-K, or modified or updated those disclosures in any way other than as required to update the segment disclosures for all periods presented to reflect the transfer of two product lines to the Laboratory Products and Services segment from the Analytical Technologies segment. Accordingly, Exhibit 99.1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the 2012 Form 10-K.
 
    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 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, under the caption “Risk Factors,” which is on file with the Securities and Exchange Commission and available in the “Investors” section of our Website under the heading “SEC Filings.”  Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change; implementation of strategies for improving internal growth; general worldwide economic conditions and related uncertainties; dependence on customers’ capital spending policies and government funding policies; the effect of exchange rate fluctuations on international operations; the effect of healthcare reform legislation; use and protection of intellectual property; the effect of changes in governmental regulations; the effect of laws and regulations governing government contracts; and the effect of competing with certain of our customers and suppliers. 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 9.01          Financial Statements and Exhibits

(d)       Exhibits
 
  23.1 Consent of PricewaterhouseCoopers LLP
  99.1
Form 10-K Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and
       Form 10-K Item 8. Financial Statements and Schedule
  101.INS XBRL Instance Document.
  101.SCH XBRL Taxonomy Extension Schema Document.
  101.CAL XBRL Taxonomy Calculation Linkbase Document.
  101.DEF XBRL Taxonomy Definition Linkbase Document.
  101.LAB XBRL Taxonomy Label Linkbase Document.
  101.PRE XBRL Taxonomy Presentation Linkbase Document.
 
 
 
 

 
2
 
 
THERMO FISHER SCIENTIFIC INC.
 
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2012, and 2011 (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, (v) Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2012, 2011 and 2010 and (vi) Notes to Consolidated Financial Statements.



 
3
 
 
THERMO FISHER SCIENTIFIC INC.
 
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 3rd day of May, 2013.

   
THERMO FISHER SCIENTIFIC INC.
       
       
       
   
By:
/s/ Peter E. Hornstra                                                            
     
Peter E. Hornstra
     
Vice President and Chief Accounting Officer


 
4