Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on December 13, 2024

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HENRY SCHEIN, INC.

(Exact name of registrant as specified in its charter)

Delaware		11-3136595
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
135 Duryea Road Melville, New York		11747
(Address of Principal Executive Offices)		(Zip code)

Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan

(f/k/a Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan, as amended)

and

Henry Schein, Inc. 2024 Stock Incentive Plan

(f/k/a Henry Schein, Inc. 2020 Stock Incentive Plan, as amended)

(Full title of the plan)

Kelly Murphy, Esq.

Senior Vice President and General Counsel

Henry Schein, Inc.

135 Duryea Road

Melville, New York 11747

(Name and address of agent for service)

631-843-5500

(telephone number, including area code, of agent for service)

Copies of all communications to:

Michael E. Ellis, Esq.

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

212-969-3000

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.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
		Emerging growth company		☐

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. ☐

EXPLANATORY NOTE

This registration statement relates to the registration of (i) 275,000 additional shares of common stock, par value $.01 per share (“Common Stock”), of Henry Schein, Inc. (the “Company” or the “registrant”) reserved for issuance under the Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, as amended from time to time, f/k/a the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan (the “2023 Non-Employee Director Plan”), and (ii) 4,800,000 additional shares of Common Stock reserved for issuance under the Henry Schein, Inc. 2024 Stock Incentive Plan, as amended from time to time, f/k/a the Henry Schein, Inc. 2020 Stock Incentive Plan (the “2024 Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of Common Stock that become issuable under the 2023 Non-Employee Director Plan and the 2024 Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged.

Pursuant to General Instruction E to Form S-8, the following registration statements on Form S-8 previously filed by the Company with the Securities and Exchange Commission (the “SEC”) are incorporated by reference into this registration statement, except as the same may be modified by the information set forth herein:

File No.		Date
333-31544		April 19, 2000
333-91778		July 2, 2002
333-111914		January 14, 2004
333-164360		January 15, 2010
333-192788		December 12, 2013
333-212994		August 8, 2016
333-253633		February 26, 2021

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number		Description
4.1		Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June 1, 2018)
4.2		Fourth Amended and Restated By-Laws of Henry Schein, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 24, 2023)
5.1		Opinion of Proskauer Rose LLP*
23.1		Consent of BDO USA, P.C.*
23.2		Consent of Proskauer Rose LLP (included in Exhibit 5.1)*
24.1		Powers of Attorney (included on signature page)

2

10.1		Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, as amended and restated effective as of May 23, 2023 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 25, 2023)
10.2		Henry Schein, Inc. 2024 Stock Incentive Plan, as amended and restated effective as of May 21, 2024 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 24, 2024)
107		Filing Fee Table*

*	filed herewith

3

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 Melville, State of New York, on December 13, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Stanley M. Bergman and Ronald N. South, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act, without the other, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Henry Schein, Inc., and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on December 13, 2024, by the following persons in the capacities indicated:

Signatures		Title
/s/ Stanley M. Bergman Stanley M. Bergman		Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ Ronald N. South Ronald N. South		Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Mark E. Mlotek Mark E. Mlotek		Director, Executive Vice President and Chief Strategic Officer
/s/ Mohamad Ali Mohamad Ali		Director
/s/ Deborah Derby Deborah Derby		Director
/s/ Carole T. Faig Carole T. Faig		Director
/s/ Joseph L. Herring Joseph L. Herring		Director
/s/ Kurt P. Kuehn Kurt P. Kuehn		Director
/s/ Philip A. Laskawy Philip A. Laskawy		Director
/s/ Anne H. Margulies Anne H. Margulies		Director
/s/ Carol Raphael		Director
Carol Raphael
/s/ Scott Serota		Director
Scott Serota
/s/ Bradley T. Sheares, Ph.D. Bradley T. Sheares, Ph.D.		Director
/s/ Reed V. Tuckson, M.D., FACP		Director
Reed V. Tuckson, M.D., FACP