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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K/A
Amendment No. 1

|           |  |                                                                                                                   
|---------- |  | ------------------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                                   
|          
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934                          
|           |  | For the fiscal year ended December 31,
    2003                                                                   
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE
    REQUIRED)
|           |  | For the transition period
    from           to                                                                   

Commission File Number 1-10920.



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Fisher Scientific International Inc.

(Exact name of registrant as specified in its
charter)


|                                                                                        |  |                                     
|--------------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                                |  | 02-0451017                          
|(State or other jurisdiction of Incorporation
    or organization)                      |  | (I.R.S. Employer Identification No.)
|One Liberty Lane
    Hampton, New Hampshire(Address of principal executive
    offices) |  | 03842(Zip Code)                     

Registrants telephone number, including
area code:

(603) 926-5911


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

|                                       |  |                                              
|-------------------------------------- |  | ---------------------------------------------
|Title of each class                    |  | Name of each exchange on which
    registered
|                                       |  |                                              
|Common Stock, par value $.01 per share |  | New York Stock Exchange                      

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

None




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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 þ
No o

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 the definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this
Form 10-K. o

Indicate by checkmark whether the Registrant is
an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes þ
No o

The aggregate market value of the voting common
equity held by non-affiliates of the registrant as of
June 30, 2003 was approximately $1,810,215,676.

The number of shares of Common Stock outstanding
at April 26, 2004 was 64,016,513.

Documents Incorporated by Reference:The exhibits listed in the exhibit index set forth herein are incorporated by reference into this Form 10-K/A.



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EXPLANATORY NOTE: The purpose
of this amendment is to amend and restate in its entirety
Part III and to supplement Part IV of the
Annual Report on Form 10-K for Fisher Scientific International Inc. (the
Company or Fisher) as filed with the Securities and Exchange Commission
(the SEC) on March 12, 2004 for the fiscal year ended December 31,
2003.

1



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PART III



|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

Directors.Information
about the directors of the Company, including biographical and employment information, as of
April 16, 2004, is set forth
below.


Michael D. Dingman, 72, who is a nominee for election at
Fishers 2004 annual meeting of stockholders for a term expiring in 2007.
Mr. Dingman has been
President of Shipston Group Ltd. (international investments) since prior to
1999. Mr. Dingman was Chairman of the Board of Fisher from 1991 to 1998.Charles A. Sanders, M.D., 72, who is a nominee for election at
Fishers 2004 annual meeting of stockholders for a term expiring in 2007. Dr. Sanders has
served as Chairman of the Foundation for National Institutes of Health since
its founding in 1996. Dr. Sanders served as Chief Executive Officer of Glaxo
Inc. from 1989 to 1994 and was Chairman of the Board from 1992 to 1995. Dr.
Sanders is a director of BioPure Corp., Cephalon Inc., Genentech Inc., Trimeris
Inc. and Vertex Pharmaceuticals.Paul M. Montrone, 62, term expires in 2006. Mr. Montrone has served Fisher as
an executive officer and director since 1991. Mr. Montrone has been Chairman of
the Board of Fisher since March 1998 and the Chief Executive Officer of Fisher
since 1991. Mr. Montrone served as President and a director from 1991 to 1998.Anthony J. DiNovi, 41, term expires in 2006. Mr. DiNovi has been employed by
Thomas H. Lee Partners, L.P. and its predecessor, Thomas H. Lee Company, since
prior to 1999. Mr. DiNovi currently serves as a Managing Director of Thomas H.
Lee Partners, L.P. Mr. DiNovi is a director of American Media Operations, Inc.;
Endurance Specialty Holdings Ltd.; Eye Care Centers of America, Inc.; Fairpoint
Communications, Inc.; Michael Foods Inc.; National Waterworks, Inc.; US LEC
Corp.; and Vertis, Inc. Mr. DiNovi will resign from the Fisher board of
directors following the merger contemplated by the merger agreement,
dated as of March 17, 2004, as amended April 16, 2004, by and among,
Fisher, Fox Merger Corporation and Apogent Technologies Inc.Scott M. Sperling, 45, term expires in 2006. Mr. Sperling has been employed by
Thomas H. Lee Partners, L.P. and its predecessor, Thomas H. Lee Company, since
prior to 1999. Mr. Sperling currently serves as a Managing Director of Thomas
H. Lee Partners, L.P. Mr. Sperling is a director of Houghton Mifflin Co., Live
Wire Systems, LLC, Vertis, Inc. and Wyndham International.Paul M. Meister, 51, term expires in 2005. Mr. Meister has served Fisher as an
executive officer since 1991 and a director since 1998. Mr. Meister has been
Vice Chairman of the Board since March 2001. Mr. Meister served as Vice
Chairman of the Board, Executive Vice President and Chief Financial Officer of
Fisher from March 1998 to February 2001 and was Senior Vice President and Chief
Financial Officer of Fisher from 1991 to March 1998. Mr. Meister is a director
of LKQ Corporation, M & F Worldwide Corp. and National Waterworks, Inc.W. Clayton Stephens, 60, term expires in 2005. Mr. Stephens founded Warren
Capital Corporation in 1984 and has served as a director and President of the
firm since that time. Mr. Stephens is a member of the Advisory Board of Sonoma
National Bank.

Audit Committee.In
accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), the Companys board of directors has
established an Audit Committee, which currently consists of Messrs.
Stephens and DiNovi and Dr. Sanders, with Mr. Stephens serving as
Chairman. The board of directors has determined that Dr. Sanders and
Mr. Stephens are audit committee financial experts, as
such term is defined in the rules and regulations promulgated by the
SEC, and that they are independent, as such term
is used under the Exchange Act.

Executive Officers.Information in answer to this Item appears under the caption
Management in Item 1 of the
Annual Report on Form 10-K filed on March 12, 2004.

Section 16(a) Beneficial Ownership Reporting
Compliance.Section 16(a) of the Exchange Act requires Fishers
directors and executive officers, and persons who own more than 10% of a
registered class of Fishers equity securities, collectively referred to as
Section 16 reporting persons, to file with the SEC and the New
York Stock Exchange initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of Fisher as well as stock option grants, exercises and
repricings and derivative securities transactions. Section 16 reporting persons
are required by SEC regulations to furnish Fisher with copies of all Section
16(a) forms they file. All such Section 16(a) forms may be accessed via a link
from Fishers website: www.fisherscientific.com. To Fishers knowledge, based solely on a review of the copies of such reports
furnished to Fisher and on written representations that no other reports were
required, during the fiscal year ended December 31, 2003, the Section 16
reporting persons complied with all Section 16(a) filing requirements
applicable to them, except that the following Section 16 reporting persons had
late filings: Thomas H. Lee Equity Fund III, L.P. (one late filing, reporting
one transaction), David V. Harkins (one late filing, reporting two
transactions), Anthony J. DiNovi (one late filing, reporting two transactions)
and Scott M. Sperling (two late filings, reporting three transactions).

Code of Ethics.The Company has
adopted corporate governance guidelines and a code of business conduct
and ethics, which apply to the Companys principal executive officer, principal
financial officer and principal accounting officer, as well as to all
directors, officers and employees. Fishers corporate governance
guidelines and its code of business conduct and
ethics are both posted on Fishers website: www.fisherscientific.com.
Additionally, copies of each document are available in print to any stockholder
of Fisher who requests a copy by submitting such request to Secretary, Fisher
Scientific International Inc., Liberty Lane, Hampton, New Hampshire
03842. The Company intends to satisfy any disclosure requirements
regarding amendments to, or waivers from, any provision of its code of
ethics by posting such information on the Companys website at
www.fisherscientific.com.

2



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|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

3



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Summary Compensation Table

The following table summarizes the compensation paid to the Chief
Executive Officer and each of Fishers four other most highly compensated
executive officers, referred to as the named executives, for services in all
capacities to Fisher and its subsidiaries during or with respect to 2001, 2002
and 2003:

Annual
    
    
    
    
    
    Long TermCompensation(1)
    
    
    
    
    
    CompensationOther Annual
    
    Securities
    
    All OtherSalary
    
    Bonus
    
    Compensation
    
    Underlying Options
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    ($)(2)Paul M. Montrone
    
    
    2003
    
    
    
    840,000
    
    
    
    1,260,000
    
    
    
    139,869
    (3)
    
    
    900,000
    
    
    
    67,036Chairman and
    
    
    2002
    
    
    
    815,000
    
    
    
    1,100,000
    
    
    
    166,006
    
    
    
    0
    
    
    
    57,600Chief Executive Officer
    
    
    2001
    
    
    
    758,750
    
    
    
    1,092,825
    
    
    
    
    
    
    
    530,000
    
    
    
    163,073Paul M. Meister
    
    
    2003
    
    
    
    620,000
    
    
    
    930,000
    
    
    
    
    
    
    
    600,000
    
    
    
    49,311Vice Chairman
    
    
    2002
    
    
    
    600,000
    
    
    
    810,000
    
    
    
    
    
    
    
    0
    
    
    
    78,0182001
    
    
    
    555,000
    
    
    
    799,380
    
    
    
    
    
    
    
    350,000
    
    
    
    72,172David T. Della Penta
    
    
    2003
    
    
    
    605,000
    
    
    
    907,500
    
    
    
    
    
    
    
    500,000
    
    
    
    48,156President and
    
    
    2002
    
    
    
    585,000
    
    
    
    790,000
    
    
    
    
    
    
    
    0
    
    
    
    74,351Chief Operating Officer
    
    
    2001
    
    
    
    543,750
    
    
    
    783,165
    
    
    
    
    
    
    
    300,000
    
    
    
    64,148Kevin P. Clark
    
    
    2003
    
    
    
    325,000
    
    
    
    487,500
    
    
    
    
    
    
    
    290,000
    
    
    
    20,431Vice President and
    
    
    2002
    
    
    
    280,000
    
    
    
    283,500
    
    
    
    
    
    
    
    0
    
    
    
    17,990Chief Financial Officer
    
    
    2001
    
    
    
    257,500
    
    
    
    278,170
    
    
    
    
    
    
    
    200,000
    
    
    
    12,849Todd M. DuChene
    
    
    2003
    
    
    
    315,000
    
    
    
    390,000
    
    
    
    
    
    
    
    180,000
    
    
    
    21,316Vice President, General Counsel
    
    
    2002
    
    
    
    300,000
    
    
    
    304,000
    
    
    
    
    
    
    
    0
    
    
    
    18,533and Secretary
    
    
    2001
    
    
    
    281,250
    
    
    
    303,800
    
    
    
    
    
    
    
    110,000
    
    
    
    13,325


4



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(1)
    
    Includes amounts deferred by each named executive under Fishers Savings
and Profit Sharing Plan and Executive Retirement and Savings Program.(2)
    
    Amounts listed in this column for 2003 reflect Fishers matching
contributions to Fishers Savings and Profit Sharing Plan and the
Executive Retirement and Savings Program. In prior years, prior to
adoption of the Sarbanes-Oxley Act, amounts included amounts attributable
to the value of provisions for supplemental split-dollar life insurance
paid by Fisher. Fisher ceased any payments for split-dollar life insurance
following the adoption of Sarbanes-Oxley. For 2003 amounts attributable to
Fishers matching contributions under the Fisher Savings and Profit
Sharing Plan and the Executive Retirement and Savings Program are as
follows: Mr. Montrone $67,036; Mr. Meister $49,311; Mr. Della Penta
$48,156; Mr. Clark $20,431; and Mr. DuChene $21,316.(3)
    
    Amount includes $77,674 for professional fees related to legal, tax and
estate planning related services and $62,195 for fees related to personal
accounting services, personal travel and club membership dues. Option Grants in Last Fiscal Year The following table sets forth the stock options granted during 2003 to
the named executives: Percent of TotalNumber of
    
    OptionsSecurities
    
    GrantedUnderlying
    
    to EmployeesOptions
    
    in Fiscal
    
    Exercise Price
    
    
    
    
    
    Grant Date PresentName
    
    Granted(1)
    
    Year (%)
    
    ($/sh)
    
    Expiration Date
    
    Value ($)(2)Paul M. Montrone
    
    
    450,000
    
    
    
    9.25
    
    
    
    28.40
    
    
    
    01/27/13
    
    
    
    5,359,050Paul M. Montrone
    
    
    450,000
    
    
    
    9.25
    
    
    
    39.25
    
    
    
    09/26/08
    
    
    
    6,946,650Paul M. Meister
    
    
    300,000
    
    
    
    6.16
    
    
    
    28.40
    
    
    
    01/27/13
    
    
    
    3,572,700Paul M. Meister
    
    
    300,000
    
    
    
    6.16
    
    
    
    39.25
    
    
    
    09/26/08
    
    
    
    4,631,100David T. Della Penta
    
    
    250,000
    
    
    
    5.14
    
    
    
    28.40
    
    
    
    01/27/13
    
    
    
    2,977,250David T. Della Penta
    
    
    250,000
    
    
    
    5.14
    
    
    
    39.25
    
    
    
    09/26/08
    
    
    
    3,859,250Kevin P. Clark
    
    
    150,000
    
    
    
    3.08
    
    
    
    28.40
    
    
    
    01/27/13
    
    
    
    1,786,350Kevin P. Clark
    
    
    140,000
    
    
    
    2.88
    
    
    
    39.25
    
    
    
    09/26/08
    
    
    
    2,161,180Todd M. DuChene
    
    
    80,000
    
    
    
    1.64
    
    
    
    28.40
    
    
    
    01/27/13
    
    
    
    952,720Todd M. DuChene
    
    
    100,000
    
    
    
    2.05
    
    
    
    39.25
    
    
    
    09/26/08
    
    
    
    1,543,700
   (1)
    
    Options granted pursuant to the 2001 Equity and Incentive Plan, having an
exercise price of $28.40, become exercisable in equal installments on each
of the first three anniversaries of the date of the grant. Options granted
pursuant to the 2003 Equity and Incentive Plan, having an exercise price
of $39.25, become exercisable in five quarterly installments of 20% of the
total grant on the following dates: December 30, 2003; March 30, 2004;
June 30, 2004; September 30, 2004; and December 30, 2004. Shares acquired
upon exercise pursuant to the 2003 Equity and Incentive Plan are subject
to substantial restrictions on transfer for one year following the date of
exercise. 5




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(2)
    
    The estimated grant date present value reflected in this column is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the
value of the options reflected above include (i) a stock price as
indicated in the table above, equal to the fair market value of the
underlying stock on the date of grant; (ii) options are exercised at the
end of a three year period; (iii) interest rates representing the interest
rate of the U.S. Treasury securities with maturity dates of five years as
of the date of grant; and (iv) volatility of approximately 41%. The
ultimate value of the options will depend on the future market price of
the common stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an optionee will realize upon exercise of an option
will depend on the excess of the market value of the common stock on the
date the option is exercised over the exercise price. Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values The following table sets forth information for each named executive with
regard to shares acquired on the exercise of options, the aggregate stock
options held on December 31, 2003, and the value of in-the-money stock options
held as of December 31, 2003: Number of
    
    Value ofSecurities
    
    UnexercisedUnderlying
    
    In-the-MoneyUnexercised Options at
    
    Options atDecember 31, 2003
    
    December 31, 2003Shares Acquired On
    
    Value Realized
    
    Exercisable/
    
    Exercisable/Name
    
    Exercise (#)
    
    ($)(1)
    
    Unexercisable (#)
    
    Unexercisable(2)($)Paul M. Montrone
    
    
    0
    
    
    
    0
    
    
    
    2,050,257/986,702
    
    
    
    51,955,603/9,368,954Paul M. Meister
    
    
    0
    
    
    
    0
    
    
    
    1,105,612/656,690
    
    
    
    29,667,899/6,226,665David T. Della Penta
    
    
    0
    
    
    
    0
    
    
    
    574,980/550,020
    
    
    
    13,537,443/5,203,807Kevin P. Clark
    
    
    0
    
    
    
    0
    
    
    
    216,914/328,680
    
    
    
    3,846,939/3,191,142Todd M. DuChene
    
    
    58,415
    
    
    
    1,722,127
    
    
    
    93,326/196,674
    
    
    
    1,116,093/1,744,207
   (1)
    
    Excess of the value of the underlying securities at the time of exercise
over the exercise price.(2)
    
    Excess of the value of the underlying securities at December 31, 2003 of
$41.37 over the exercise price. Compensation Committee Interlocks and Insider Participation The
Compensation Committee consists of Chairman Michael D. Dingman, Scott
M. Sperling and W. Clayton Stephens. None of the members of the Compensation Committee of the board of
directors was at any time during fiscal year 2003 an officer or employee of
Fisher or any of its subsidiaries. None of Fishers executive officers served
as a member of a compensation committee or as a director of any entity of which
any of Fishers directors served as an executive officer. Employment Agreements with Named Executives In 2003, to deal with the elimination of contractual entitlement to
split-dollar life necessitated by the Sarbanes-Oxley Act of 2002, Fisher
amended and restated the 6




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employment agreements of each of Mr. Montrone and Mr. Meister, effective
as of January 1, 2004. In each case, the amended and restated agreements (a)
eliminate Fishers contractual obligation to provide a split-dollar life
insurance benefit and provides for the repayment of amounts previously paid as
life insurance premiums under those arrangements and that Fisher has no further
obligation or liability with respect to split-dollar life arrangements
previously entered into, (b) eliminate the provision providing for a minimum
bonus and establish the bonus as a percentage of salary subject to fulfillment
of performance criteria established by the board of directors and Compensation
Committee of the board of directors, and (c) in the case of Mr. Montrone,
reduce the benefit payable to Mr. Montrone upon termination of his employment
by Fisher without cause from five years of salary, bonus and benefits to three
years and provide that such benefits will be payable ratably over time rather
than in a lump sum, in exchange for the increase in annual base salary (in the
case of Mr. Montrone), increase in the bonus target opportunity and increase in
pension benefit payable to each of the executives described below. Each of the amended and restated agreements has an initial term of three
years. The agreement will thereafter be extended for successive one-year
periods, unless either party timely elects not to have the term extended. Mr.
Montrones annual base salary will be at least $1,100,000. The amount of salary
in excess of $1 million will be deferred to preserve our ability to claim a
federal income tax deduction for such amount. Mr. Meisters annual base salary
will be $620,000. Each of Messrs. Montrone and Meister will have an annual
bonus opportunity of 125% of his annual base salary, contingent upon the
achievement of performance objectives established by the Compensation
Committee. The amended and restated agreements also provide Messrs. Montrone
and Meister with enhanced retirement benefits that are described under the
section below entitled Retirement Program. Under the terms of the amended and restated agreement with Mr. Montrone,
if Mr. Montrones employment is terminated with Fisher for any reason, Mr.
Montrone, or his estate upon his death, is entitled to receive all of the
following benefits: (a) accrued but unpaid salary up to the date of termination
of employment, (b) pro-rata target bonus opportunity for the year in which
termination occurs, (c) any previously deferred compensation subject to his
remaining reasonably available to assist Fisher in the transition of his duties
and responsibilities, (d) an amount equal to three times his annual base salary
and target bonus payable in 36 equal monthly installments, and (e) three years
of continued fringe, personal perquisites and other benefits provided to Mr.
Montrone during his employment. Under the terms of the amended and restated agreement with Mr. Meister, if
Mr. Meisters employment is terminated by Fisher for any reason, or if Mr.
Meister terminates his employment for Good Reason, Mr. Meister is entitled to
all of the benefits mentioned in clauses (a) through (e) above. Under the terms of the amended and restated agreements, each of Messrs.
Montrone and Meister may put all but not less than all of the 258,333
Executive Performance 7




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Options granted to him pursuant to the 1998 Equity and Incentive Plan back
to Fisher in exchange for $5 million. These options are fully vested and have
an exercise price of $28.50. If the put is exercised, Fisher will be obligated
to pay the purchase price on the later of the date which is one year and two
business days following exercise or the date the executive is no longer a
covered employee for purposes of Section 162(m) of the
Internal Revenue Code. Interest on the
amount owed to the executive shall accrue at the prime rate from the date of
exercise until paid concurrently with the $5 million payment. Mr. Meister
exercised his put option during 1999. In 2003, Fisher also amended the employment agreement of Mr. Della Penta
to eliminate any entitlement to company paid split-dollar life insurance in
exchange for enhanced retirement benefits set forth below. Mr. Della Pentas
employment agreement as amended provides for a three-year evergreen term,
annual base salary of not less than $605,000 and a bonus target of 100% of base
salary. Under the terms of Mr. Della Pentas Employment Agreement, if Fisher
terminates Mr. Della Pentas employment (other than for cause, death or
disability) or if Mr. Della Penta terminates his employment with Fisher for
Good Reason, Mr. Della Penta will be entitled to (a) base salary (less any
interim earnings) for the two year period following such termination of
employment; (b) medical coverage for the two year period following such
termination of employment; and (c) expense reimbursement of up to $50,000 for
outplacement services. Fisher has also entered into a severance arrangement
with each of Messrs. Clark and DuChene, which provides that in the event that
his employment is terminated in certain circumstances, he is entitled to
receive payment equal to the sum of two times his salary. Retirement Program Fisher maintains two retirement benefit programs: a tax qualified defined
benefit plan available generally to all employees, referred to as the pension
plan, and the Executive Retirement and Savings Program, a non-qualified
supplemental benefit plan, referred to as the supplemental plan, pursuant to
which retirement benefits are provided to certain executive officers and other
eligible key management employees who are designated by the Compensation
Committee. The named executives participate in the supplemental plan only. The following table shows the total estimated annual benefits payable
under the supplemental plan in the form of a straight life annuity to
hypothetical participants upon retirement at normal retirement age, with
respect to the compensation and years-of-service categories indicated in the
table: Pension Plan TableAnnualRecognized
    
    10 Years
    
    15 Years
    
    20 Years
    
    25 Years
    
    30 Years
    
    35 Years
    
    40 Years
    
    45 YearsCompensation
    
    of Service
    
    of Service
    
    of Service
    
    of Service
    
    of Service
    
    of Service
    
    of Service
    
    of Service$   100,000
    
    $
    15,000
    
    
    $
    22,500
    
    
    $
    30,000
    
    
    $
    37,500
    
    
    $
    45,000
    
    
    $
    52,500
    
    
    $
    60,000
    
    
    $
    67,500200,000
    
    
    30,000
    
    
    
    45,000
    
    
    
    60,000
    
    
    
    75,000
    
    
    
    90,000
    
    
    
    105,000
    
    
    
    120,000
    
    
    
    135,000400,000
    
    
    60,000
    
    
    
    90,000
    
    
    
    120,000
    
    
    
    150,000
    
    
    
    180,000
    
    
    
    210,000
    
    
    
    240,000
    
    
    
    270,000600,000
    
    
    90,000
    
    
    
    135,000
    
    
    
    180,000
    
    
    
    225,000
    
    
    
    270,000
    
    
    
    315,000
    
    
    
    360,000
    
    
    
    405,000800,000
    
    
    120,000
    
    
    
    180,000
    
    
    
    240,000
    
    
    
    300,000
    
    
    
    360,000
    
    
    
    420,000
    
    
    
    480,000
    
    
    
    540,0001,000,000
    
    
    150,000
    
    
    
    225,000
    
    
    
    300,000
    
    
    
    375,000
    
    
    
    450,000
    
    
    
    525,000
    
    
    
    600,000
    
    
    
    675,0001,200,000
    
    
    180,000
    
    
    
    270,000
    
    
    
    360,000
    
    
    
    450,000
    
    
    
    540,000
    
    
    
    630,000
    
    
    
    720,000
    
    
    
    810,0001,400,000
    
    
    210,000
    
    
    
    315,000
    
    
    
    420,000
    
    
    
    525,000
    
    
    
    630,000
    
    
    
    735,000
    
    
    
    840,000
    
    
    
    945,0001,600,000
    
    
    240,000
    
    
    
    360,000
    
    
    
    480,000
    
    
    
    600,000
    
    
    
    720,000
    
    
    
    840,000
    
    
    
    960,000
    
    
    
    1,080,0001,800,000
    
    
    270,000
    
    
    
    405,000
    
    
    
    540,000
    
    
    
    675,000
    
    
    
    810,000
    
    
    
    945,000
    
    
    
    1,080,000
    
    
    
    1,215,0002,000,000
    
    
    300,000
    
    
    
    450,000
    
    
    
    600,000
    
    
    
    750,000
    
    
    
    900,000
    
    
    
    1,050,000
    
    
    
    1,200,000
    
    
    
    1,350,000
 8




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##### 



Pension Plan TableAnnualRecognized
    
    10 Years
    
    15 Years
    
    20 Years
    
    25 Years
    
    30 Years
    
    35 Years
    
    40 Years
    
    45 YearsCompensation
    
    of Service
    
    of Service
    
    of Service
    
    of Service
    
    of Service
    
    of Service
    
    of Service
    
    of Service2,200,000
    
    
    330,000
    
    
    
    495,000
    
    
    
    660,000
    
    
    
    825,000
    
    
    
    990,000
    
    
    
    1,155,000
    
    
    
    1,320,000
    
    
    
    1,485,0002,400,000
    
    
    360,000
    
    
    
    540,000
    
    
    
    720,000
    
    
    
    900,000
    
    
    
    1,080,000
    
    
    
    1,260,000
    
    
    
    1,440,000
    
    
    
    1,620,0002,600,000
    
    
    390,000
    
    
    
    585,000
    
    
    
    780,000
    
    
    
    975,000
    
    
    
    1,170,000
    
    
    
    1,365,000
    
    
    
    1,560,000
    
    
    
    1,755,000
 The years of service recognized under the supplemental plan generally
include all service with Fisher and its predecessors. The credited years of
service as of December 31, 2003 under the supplemental plan for each of the
named executives are as follows: Mr. Montrone, 36 years; Mr. Meister, 23 years;
Mr. Della Penta, six years; Mr. Clark, eight years and Mr. DuChene, seven
years. Compensation recognized under the supplemental plan generally includes a
participants base salary and annual bonus compensation (including any amounts
deferred). Retirement benefits are calculated based upon the average of a
participants recognized compensation for any five years (three in the case of
Messrs. Montrone and Meister) out of the final 10 consecutive years of credited
service that produce the highest average and are not subject to offset or
reduction for social security benefits at a rate of one and one-half percent of
a participants final annual recognized compensation per year of credited
service. Pursuant to their employment agreements, the retirement benefit
payable to Messrs. Montrone and Meister under the supplemental plan at normal
retirement is equal to 65% of his final average compensation and the retirement
benefit payable to Mr. Della Penta is 28%. Under this formula, the average
recognized compensation under the supplemental plan for each of the named
executives as of December 31, 2003 was: Mr. Montrone, $2,475,000; Mr. Meister,
$1,438,127; Mr. Della Penta, $1,207,883; Mr. Clark, $553,417; and Mr. DuChene,
$567,153. Report of the Compensation Committee on Executive Compensation Fishers compensation program is administered by the Compensation
Committee of the board of directors, which has responsibility for reviewing all
aspects of compensation paid by Fisher to its executive officers. The
Committees primary objectives with respect to executive compensation are to
attract and retain the best possible executive talent, incentivize these
executives to achieve Fishers business objectives and strengthen the link
between management and stockholder interests. To achieve these objectives, the
Committee expects to implement and retain compensation plans that tie a
substantial portion of an executives overall compensation to Fishers
performance. The principal elements of Fishers executive compensation program consist
of base salaries and incentive variable compensation in the form of annual
bonus, stock options and other long-term compensation awards. The policies of
the Compensation Committee with respect to the base salary and incentive
compensation awarded to Fishers senior executives, including Mr. Montrone,
Fishers Chairman of the Board and Chief Executive Officer, are discussed
below. During 2003, the Committee decided that, as a result of the requirements
of the Sarbanes-Oxley Act of 2002 and consideration of the best interests of
our stockholders, Fisher should amend and restate Mr. Montrones employment
agreement effective January 1, 2004. Mr. Montrones former agreement was
entered into in connection with Fishers 1998 recapitalization and was
negotiated with representatives of our majority 9




---



##### 



stockholder at that time. Given the control that the stockholder had over
our operations and the fact that Mr. Montrone agreed to defer payment of
substantial compensation to facilitate the recapitalization, that agreement
provided Mr. Montrone substantial economic benefits and protections related to
his termination of employment. For example, in the event that his employment
were terminated involuntarily by Fisher without cause, he would have received a
cash payment equal to five times the sum of his annual base salary and
guaranteed annual bonus, plus additional amounts to compensate him for the loss
of five years of fringe and other benefits. The former agreement also provided
for a Fisher-paid split-dollar life insurance benefit that could not be
continued pursuant to the Sarbanes-Oxley Act of 2002. The Committee concluded
that the best interests of Fisher, legal requirements, the desire to have
appropriate executive compensatory arrangements between Fisher and its
executives and the retention of a key executive necessitated a new employment
arrangement with Mr. Montrone. Mr. Montrones new agreement reduces the benefits payable to Mr. Montrone if his employment is
terminated by Fisher without cause, removes the entitlement to guaranteed bonus
and makes the bonus payable to Mr. Montrone contingent upon Fishers
performance and replaces Mr. Montrones entitlement to Fisher-provided
split-dollar life insurance with an enhanced retirement benefit. The Committee believes that Mr. Montrones new compensation arrangement is
in keeping with the Committees philosophy described below, is consistent with
the Committees responsibilities to stockholders and is appropriate for Mr.
Montrone (a) because of his superior performance, substantial experience in the
industry and his long service to Fisher and its predecessors, (b) to induce him
to remain in Fishers employ until his normal retirement, (c) because of his
agreement to substantially reduce the severance and other termination payments
that had previously been provided under his prior agreement, (d) to compensate
him, in a manner that was tax effective to Fisher, for the termination of his
split-dollar arrangement which Fisher was obligated to provide but which could
no longer be continued due to the provisions of the Sarbanes-Oxley Act of 2002,
and (e) to place more of his annual incentive compensation at risk to better
align total compensation to company performance. Base Salaries.Base salaries for Fisher executive officers are determined
by the Committee and are subject to periodic review. We set the salaries for
Fishers executive officers based upon our subjective determination of the
level of base salary that is appropriate for each such officer, taking into
account, for each such officer, our subjective assessment of individual and
company performance, level of responsibility, and competitive compensation
levels, and such other generic factors, such as the rate of inflation and
internal equity considerations, that we deem appropriate. The Committee concluded that, consistent with the determination criteria
set forth above, Mr. Montrones annual base salary should be increased from
$855,000 to $1,100,000 of which $100,000 will be deferred consistent with
Section 162(m) of the Internal Revenue Code. 10




---



##### 



Long-Term Incentive Compensation.The Committee has fostered an ownership
culture that encourages superior performance by Fishers executive officers and
employees through the use of stock-based compensation plans designed to
increase stock ownership throughout Fisher. In this regard, during 2003,
pursuant to the Fisher Scientific International Inc. 2001 Equity and Incentive
Plan (the 2001 Plan) and the Fisher Scientific International Inc. 2003 Equity
and Incentive Plan (the 2003 Plan) the board of directors awarded options to
purchase (a) 2,397,000 shares of common stock of Fisher having exercise price
ranges of $26.19 to $50.83 to employees other than the named executives, (b)
780,000 shares of common stock of Fisher having an exercise price of $28.40 per
share and 790,000 shares of common stock of Fisher having an exercise price of
$39.25 per share to the named executives other than Mr. Montrone, and (c)
450,000 shares of common stock of Fisher having an exercise price of $28.40 per
share and 450,000 shares of common stock of Fisher having an exercise price of
$39.25 per share to Mr. Montrone. The Committee established the number of
shares subject to grants made to Fishers named executives based on our
subjective determination of the relative importance of each officers position
in Fisher, our subjective evaluation of the officers individual performance in
that position and our subjective evaluation of the officers expected future
contribution to Fishers ability to enhance stockholder value. In future years
the Committee will continue to evaluate stock based awards that clearly align
management compensation with Fishers performance at the most efficient cost to
Fisher. Annual Incentive Compensation.Pursuant to a component of the Fisher
Scientific International Inc. Incentive Compensation Plan, which is referred to
as the ICP, first approved by Fisher stockholders in 1994 and re-approved by
stockholders in 2002, annual cash incentive awards are payable to the extent
that annual Fisher and individual business performance objectives specified by
the Committee are attained. Fisher and individual performance objectives may be
based on a variety of factors, including stock price appreciation, sales, net
income and cash flow, and in certain instances, the level of individual
contribution to the success of Fisher as well as compensation opportunities
under other Fisher incentive plans. With respect to 2003, the performance
criteria established under the ICP related to cash flow and earnings. Fisher
achieved the performance level necessary to pay bonuses in excess of targeted
amounts but less than the maximum amount authorized by the plan as a result of
Fishers performance. The amounts actually payable to each of the named
executives were reduced from that maximum level, at the sole discretion of the
Committee, based on our subjective determination of the aggregate annual bonus
that should have been payable to each such officer, taking into account a
subjective evaluation of his individual performance and his contribution to
Fishers performance against stated performance objectives. As a result of the
foregoing factors, Mr. Montrone was awarded a bonus of $1,260,000 for 2003. Any
bonus payable to Mr. Montrone in future years under the ICP will be contingent
upon the achievement of performance objectives established by the Committee
consistently with the criteria set forth above. Compliance with Section162(m).Section 162(m) of the
Internal Revenue Code limits
Fishers income tax deduction for compensation paid in any taxable year to the
named executives to $1 million per individual, subject to exceptions. The
Committee believes that unless 11




---



##### 



circumstances warrant an exception or existing employment agreements
otherwise require, Fisher should pay compensation to its executive officers in
excess of $1 million only if such excess amount is performance-based
compensation exempt from the limit on deductibility under Section 162(m) of the
Internal Revenue Code. As a result, the previous employment agreement of Mr. Montrone was
amended to eliminate the provision for a minimum bonus amount and replaced with
an annual target bonus opportunity of 125% of base salary subject to
achievement of performance objectives established by the Committee. Fisher
stockholders approved at the 2001 annual meeting the 2001 Plan, and approved at
the 2003 annual meeting the 2003 Plan, in order that any stock option grants
made to executive officers thereunder would be exempt from the limitation
contained in Section 162(m). In addition, Fisher stockholders re-approved at
the 2002 Annual Meeting the ICP in order that incentive bonus compensation paid
pursuant to the ICP would be exempt from the limitation contained in Section
162(m). Sarbanes-Oxley Act of 2002.In light of the provisions imposed by the
Sarbanes-Oxley Act of 2002, the Committee determined that the split-dollar
arrangements entered into for the benefit of Mr. Montrone and certain of
Fishers other named executives should be terminated prior to January 1, 2004.
In connection with the termination of those arrangements, Fisher was repaid the
amounts it previously paid as life insurance premiums under those arrangements.
As consideration for their agreement to release Fisher from its obligation to
continue making premium payments under those split-dollar arrangements, the
Committee authorized Fisher to provide these individuals with enhanced
retirement and certain other benefits as set forth under Retirement Program
and Employment Agreements with Named Executives. The Compensation Committee
of the Board of Directors, Michael D. Dingman, Chairman
Scott M. Sperling
W. Clayton Stephens Compensation of Directors The non-employee directors of Fisher are entitled to receive cash
compensation and compensation pursuant to the plans described below. Cash Compensation.Eligible directors receive compensation of $40,000
annually. Committee Chairmen receive an additional $10,000 annually. Directors
receive no additional fees for attendance at board of directors or committee
meetings. All directors are reimbursed for expenses incurred in attending board
of directors and committee meetings. Pursuant to the Deferred Compensation Plan
for Non-Employee Directors of Fisher Scientific International Inc., eligible
directors may elect, generally prior to the commencement of any calendar year,
to have all or any portion of the directors compensation for such calendar
year credited to a deferred compensation account. Amounts credited to the directors account will accrue interest based upon
the average quoted rate for 10-year U.S. Treasury Notes. Deferred amounts will
be paid in a lump sum or in installments commencing on the first business day
of the calendar year following the year in which the director ceases to serve
on the board of directors or of a later calendar year specified by the
director. Retirement Plan for Non-Employee Directors.Pursuant to the Retirement
Plan for Non-Employee Directors of Fisher Scientific International Inc., a
director who retires from the board of directors with at least five years of
service is eligible to receive an annual retirement benefit for the remainder
of the directors lifetime. The annual retirement benefit for a director who
retires with five years of service is equal to 50% of the directors fee in
effect at the date of the directors retirement. For directors with more than
five years of service, the annual benefit is increased by 10% of the directors
fee in effect at the date of the directors retirement for each additional year
of service, up to 100% of such fee for 10 or more years of service as a
director. Stock Option Awards.Pursuant to the Fisher Scientific International Inc.
2001 Equity and Incentive Plan, each non-employee director is awarded an option
to purchase 10,000 shares of Fisher common stock on an annual basis. The stock
option awards have an exercise price equal to the fair market value of Fishers
common stock on the day of the award. 12




---



##### 



Performance Comparison

The following graph illustrates the return that
would have been realized (assuming reinvestment of dividends) by
an investor who invested $100 on December 31, 1998 in each
of (a) Fisher common stock, (b) the Media General
Scientific/ Technical Instruments Industry Index, which is
referred to as the Scientific/ Tech Instruments Index; and
(c) the Media General Composite Market Index, which is
referred to as the Composite Market Index:

Comparison of Cumulative Total
Return


Among Fisher Common Stock, Scientific/ Tech
Instruments


Index and Composite Market Index


(PERFORMANCE GRAPH)

|                                   |  |                    |        |               |  |               |        |               |  |            |        |            |  |  |        |  |  |  |        |  |  |  |        | 
|---------------------------------- |  | ------------------ | ------ | ------------- |  | ------------- | ------ | ------------- |  | ---------- | ------ | ---------- |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|                                  
|                                  
|                                   |  |                   
|                                   |  | Fiscal Year Ending
|                                   |  |                   
|Company/Index/Market               |  | 12/31/1998(1)      |        | 12/31/1999(1) |  | 12/31/2000(1) |        | 12/31/2001(1) |  | 12/31/2002 |        | 12/31/2003
|                                  
|                                  
|Fisher Common Stock                |  |                    | 100.00 |               |  |               | 181.19 |               |  |            | 184.95 |            |  |  | 146.46 |  |  |  | 150.87 |  |  |  | 207.50 | 
|Scientific/ Tech Instruments Index |  |                    | 100.00 |               |  |               | 161.57 |               |  |            | 180.83 |            |  |  | 117.43 |  |  |  | 74.27  |  |  |  | 119.54 | 
|Composite Market Index             |  |                    | 100.00 |               |  |               | 121.99 |               |  |            | 110.12 |            |  |  | 97.50  |  |  |  | 77.45  |  |  |  | 103.11 | 



|    |                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on closing market price of Fisher common
    stock on the NYSE on the dates indicated. For the years noted, a
    substantial majority of the issued and outstanding Fisher common
    stock was held by an investor group and subject to substantial
    restrictions on transfer.

13



---



##### 





|         |                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder
    Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of April 12, 2004 certain information
concerning each person believed to be a beneficial owner of more than 5% of
Fisher common stock and the beneficial ownership of Fisher common stock of each
nominee, director, named executive officer and all directors and executive
officers as a group.

Shares of
    
    Percent ofName of Beneficial Owner
    
    Common Stock
    
    Common StockFMR Corp.
    
    
    9,641,286
    (1)
    
    
    15.07
    %Delaware Management Holdings
    
    
    4,324,654
    (1)
    
    
    6.76
    %Massachusetts Financial Services Company
    
    
    4,117,638
    (1)
    
    
    6.44
    %Paul M. Montrone
    
    
    3,536,583
    (2)
    
    
    5.32
    %Paul M. Meister
    
    
    2,049,398
    (3)
    
    
    3.14
    %David T. Della Penta
    
    
    632,712
    (4)
    
    
    *Kevin P. Clark
    
    
    393,871
    (5)
    
    
    *Todd M. DuChene
    
    
    176,664
    (6)
    
    
    *Scott M. Sperling
    
    
    23,843
    (7)
    
    
    *Anthony J. DiNovi
    
    
    10,000
    (8)
    
    
    *W. Clayton Stephens
    
    
    3,333
    (9)
    
    
    *Michael D. Dingman
    
    
    3,333
    (9)
    
    
    *Charles A. Sanders
    
    
    3,333
    (9)
    
    
    *All directors and executive officers as a
group (10
individuals)
    
    
    6,833,070
    (10)
    
    
    9.92
    %




---

|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | The information presented is based on ownership reports filed with
the SEC. The mailing address of FMR Corp. is: 82 Devonshire Street,
Boston, MA 02109. The mailing address of Delaware Management Holdings
is: 2005 Market Street, Philadelphia, PA 19103. The mailing address of
Massachusetts Financial Services Company is: 500 Boylston Street,
Boston, MA 02116.                                                                                                                                                                                                                                                                       
|   
|(2) |  | The amount shown includes 2,466,944 shares issuable upon exercise of
options within 60 days of April 12, 2004, 275,000 shares owned directly
by Mr. Montrone, 362,500 shares which are held in the Fisher Scientific
International Inc. Executive Retirement and Savings Program Trust (the
Savings Trust), 294,243 shares which are held in a rabbi trust
established under an agreement dated January 21, 1998 (the Rabbi
Trust) and 137,896 shares held in a rabbi trust established under an
agreement dated as of March 30, 2001 (Rabbi Trust II). The address for
Mr. Montrone is c/o Fisher, One Liberty Lane, Hampton, NH 03842.
|   
|(3) |  | The amount shown includes 1,382,292 shares issuable upon exercise of
options within 60 days of April 12, 2004, 175,000 shares owned directly
by Mr. Meister, 271,500 shares which are held in the Savings Trust,
163,149 shares which are held in the Rabbi Trust and 57,457 shares held
in Rabbi Trust II. The address for Mr. Meister is c/o Fisher, One
Liberty Lane, Hampton, NH 03842.                                                                                                                                                                                                                                                   
|   
|(4) |  | The amount shown includes 483,325 shares issuable upon exercise of
options within 60 days of April 12, 2004 and 149,387 shares held in
Rabbi Trust II. The address for Mr. Della Penta is c/o Fisher, One
Liberty Lane, Hampton, NH 03842.                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(5) |  | The amount shown includes 361,589 shares issuable upon exercise of
options within 60 days of April 12, 2004, 7,785 shares held directly by
Mr. Clark, 3,812                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

14



---



##### 



shares held in the Rabbi Trust and 20,685 shares held in Rabbi Trust II.
The address for Mr. Clark is c/o Fisher, One Liberty Lane, Hampton, NH
03842.(6)
    
    The amount shown reflects 176,664 shares issuable upon exercise of
options within 60 days of April 12, 2004. The address for Mr. DuChene is
c/o Fisher, One Liberty Lane, Hampton, NH 03842.(7)
    
    The amount shown reflects 23,843 shares owned by Mr. Sperling
directly. The address for Mr. Sperling is c/o Thomas H. Lee Partners,
L.P., 100 Federal Street, 35th Floor, Boston, MA 02109.(8)
    
    The amount shown reflects 10,000 shares owned by Mr. DiNovi directly.
The address for Mr. DiNovi is c/o Thomas H. Lee Partners, L.P., 100
Federal Street, 35th Floor, Boston, MA 02109.(9)
    
    The amount shown reflects 3,333 shares issuable upon exercise of
options within 60 days of April 12, 2004. The address for Messrs.
Stephens, Dingman and Sanders is c/o Fisher, One Liberty Lane, Hampton,
NH 03842.(10)
    
    The amount shown includes 4,880,813 shares issuable upon exercise of
options within 60 days of April 12, 2004, 491,628 shares held directly, 634,000
shares held indirectly, 461,204 shares held in the Rabbi Trust and 365,425
shares held in Rabbi Trust II. 15




---



##### 





|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

In 2003, Fisher recorded a charge of $1.5 million to terminate the
management agreement between Fisher and Thomas H. Lee Company, which is
referred to as THL, pursuant to which THL and certain of its affiliates
provided consulting and management advisory services. This agreement was
originally set to expire in 2005 and would have resulted in fees totaling $1.8
million being paid to THL for the period from the termination date through the
end of the original term of the agreement.

Fisher currently leases space at its corporate headquarters to Latona
Associates Inc., which is referred to as Latona, a management advisory firm
owned by affiliates of Mr. Montrone. Under the terms of the lease, Fisher
leases to Latona an aggregate 15,000 square feet of space for $200,000 per
year. In addition, Fisher provides to Latona and its employees building
maintenance services, utilities and other services incidental and relative to
the leased space for an additional $50,000 per year. During 2003, Fisher
provided use of company owned and leased aircraft to Latona and each of General
Chemical Industrial Products and GenTek Inc., companies controlled by
affiliates of Mr. Montrone during 2003, and reimbursed Fisher at Fishers
actual cost. Fisher also sold certain of its products in the ordinary course of
business to each of General Chemical Industrial Products and GenTek Inc. at
market rates. Fisher contributed $800,000 to Winthrop, Inc., a charitable
foundation that makes charitable contributions to various 501(c)(3)
organizations on behalf of Fisher and its employees.



|         |                                           
|-------- | ------------------------------------------
|Item 14. | Principal Accountant Fees and
    Services

The aggregate fees billed to Fisher for the fiscal years ended December
31, 2003 and 2002 by Fishers principal accounting firm, Deloitte & Touche LLP,
the member firms of Deloitte Touche Tohmatsu and their respective affiliates,
which includes Deloitte Consulting, are as follows:

2003
    
    2002Audit Fees(a)
    
    $
    4,154,144
    
    
    $
    2,431,033Audit-Related Fees(b)
    
    
    159,647
    
    
    
    457,063Total Audit Fees
and Audit-Related
Fees
    
    
    4,313,790
    
    
    
    2,888,096Tax Fees(c)
    
    
    1,699,251
    
    
    
    750,706All Other Fees(d)
    
    
    5,470
    
    
    
    0Total Fees
    
    $
    6,018,511
    
    
    $
    3,638,802




---

|(a) |  | Includes fees for U.S. GAAP audit procedures, statutory audits, comfort letters,
consents and assistance with and review of documents filed with the SEC.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Includes fees for employee benefit plan audits, accounting consultations, due
diligence services and other attest services.                              
|   
|(c) |  | Includes fees for tax consulting and compliance services.                                                                                                
|   
|(d) |  | Fees associated with a request for files.                                                                                                                

In accordance with the Audit Committee Charter, the Audit Committee has the
responsibility and authority to approve in advance all audit and non-audit
services to be provided to Fisher. The Audit Committee has established
procedures for this pre-approval process and for the approval of any
compensation payable by Fisher for any approved audit or non-audit services.
The Audit Committee provided its prior approval to all non-audit related
services reflected in the above table. The Audit Committee has considered
whether the provision of financial information systems design and
implementation services and other services is compatible with maintaining the
independent auditors independence.

16



---



##### 



PART IV



|         |                                                                     
|-------- | --------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules,
    and Reports on Form 8-K

(a)(3) Exhibits.List of Exhibits filed
with this Form 10-K/A

EXHIBIT INDEX

|        |       |                        |  |                                                                                                                                                                                                                                                                                        
|------- | ----- | ---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                       
|Number  |       | Description of
Exhibit
|        |       |                       
|       
|        | 10.20 |                        |  | Fisher Scientific International Inc. 2001 Equity
and Incentive Plan. Included as an Exhibit to the Companys
Registration Statement on Form S-8 (Registration No. 333-68052) filed
with the Securities and Exchange Commission on August 21, 2001 and
incorporated herein by reference.
|        | 10.21 |                        |  | Fisher Scientific International Inc. 2003 Equity
and Incentive Plan. Included as Annex II to the Companys
definitive proxy statement filed with the Securities and Exchange
Commission on May 2, 2003 (Commission No. 001-10920) and incorporated
herein by reference.                
|        | 31.1  |                        |  | Certification of Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                    
|        | 31.2  |                        |  | Certification of Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                    

*Filed herewith.

17



---



##### 



SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has caused this Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                                     
| | ------------------------------------
| | FISHER SCIENTIFIC INTERNATIONAL INC.



| |     |                    
| | --- | -------------------
| | By: | /s/ TODD M. DUCHENE

| |                                                  
| | -------------------------------------------------
| |                                                  
| | Todd M. DuChene                                  
| | Vice President, General Counsel and
    Secretary

Date: May 13, 2004

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the date indicated.

|                                               |  |                                                                                             |  |              |  | 
|---------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ------------ |  | 
|                                               |  |                                                                                            
|Signature                                      |  | Title                                                                                       |  | Date        
|                                               |  |                                                                                             |  |             
|                                              
|/s/ PAUL M. MONTRONEPaul M. Montrone           |  | Chief Executive Officer and Director
    (Principal Executive Officer)                      |  | May 13, 2004
|                                              
|/s/ PAUL M. MEISTERPaul M. Meister             |  | Director                                                                                    |  | May 13, 2004
|                                              
|/s/ KEVIN P. CLARKKevin P. Clark               |  | Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer) |  | May 13, 2004
|                                              
|/s/ ANTHONY J. DINOVIAnthony J. DiNovi         |  | Director                                                                                    |  | May 13, 2004
|                                              
|/s/ MICHAEL D. DINGMANMichael D. Dingman       |  | Director                                                                                    |  | May 13, 2004
|                                              
|/s/ CHARLES A. SANDERSCharles A. Sanders, M.D. |  | Director                                                                                    |  | May 13, 2004
|                                              
|/s/ SCOTT M. SPERLINGScott M. Sperling         |  | Director                                                                                    |  | May 13, 2004
|                                              
|/s/ W. CLAYTON STEPHENSW. Clayton Stephens     |  | Director                                                                                    |  | May 13, 2004

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