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): ~~April 16~~ May 28, 2004

APOGENT TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Wisconsin

Wisconsin

1-11091

22-2849508

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

(State or other jurisdiction

30 Penhallow Street

Portsmouth, New Hampshire

03801

(Address of principal executive offices)

(Zip Code)

of incorporation)

1-11091

(Commission File Number)

22-2849508

(I.R.S. Employer Identification No.)

30 Penhallow Street

Portsmouth, New Hampshire

(Address of principal executive offices)

03801

(Zip Code)

(603) 433-6131

(Registrant’s telephone number, including area code)

Item 5. Other ~~Events~~Items ~~and Regulation FD Disclosure~~

On ~~April 16~~May 28, 2004, ~~Fisher Scientific International Inc. (“Fisher”) and~~ Apogent Technologies Inc. (“Apogent”) ~~amended~~ and ~~restated~~Fisher ~~the~~Scientific ~~Agreement~~International ~~and Plan~~Inc. ~~of Merger entered into by them on March 17, 2004~~ (~~the~~ “~~Merger Agreement~~Fisher”) toissued ~~reflect~~a ~~certain~~joint ~~technical changes~~press ~~made~~release toannouncing the commencement ~~Merger Agreement. Under the terms~~ of ~~the Merger~~exchange ~~Agreement,~~offers ~~Apogent~~that ~~shareholders~~relate ~~will~~to ~~receive~~an ~~tax-free .56 shares~~aggregate of ~~Fisher~~$645 ~~common~~million ~~stock for each share~~ of Apogent ~~common~~’s ~~stock~~existing ~~they~~debt ~~own.~~securities ~~Upon~~in ~~completion~~connection ofwith the ~~transaction, Fisher’s~~proposed ~~stockholders~~merger ~~would own approximately 57 percent~~ of ~~the~~Apogent ~~combined company,~~ and ~~Apogent’s shareholders would own approximately 43 percent~~Fisher. The ~~companies~~ ~~anticipate~~press ~~that~~release ~~the~~is ~~transaction~~attached ~~will~~as beExhibit ~~completed in the third quarter of the 2004 calendar year~~99. 1.

~~The~~On ~~foregoing~~May ~~summary~~28, of2004, ~~the~~Apogent ~~Merger~~also ~~Agreement~~issued isa ~~subject~~press ~~to,~~release ~~and~~announcing the commencement of a tender ~~qualified~~offer inand ~~its~~consent ~~entirety~~solicitation ~~by,~~for ~~the~~all ~~Merger~~of ~~Agreement~~its ~~attached~~$250 ~~to this~~million ~~Form 8-K~~principal asamount ~~Exhibit~~of 6 2.1/2 ~~and~~percent ~~incorporated~~senior ~~herein~~subordinated bynotes ~~reference~~due 2013. The press release is attached as Exhibit 99.2.

Item 7. Financial Statements and Exhibits.

Exhibit No.		Description
Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among Fisher Scientific International Inc., Fox Merger Corporation and Apogent Technologies Inc., dated as of March 17, 2004, as amended on April 16, 2004.
99.1		Press release dated May 28, 2004, announcing the commencement of exchange offers that relate to an aggregate of $645 million of Apogent’s existing debt securities in connection with the proposed merger of Apogent and Fisher.
99.2		Press release dated May 28, 2004, announcing the commencement of a tender offer and consent solicitation for all of Apogent’s $250 million principal amount of 6 1/2 percent senior subordinated notes due 2013.

~~SIGNATURES~~ 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 hereunto duly authorized.

APOGENT TECHNOLOGIES INC. (Registrant) By: /s/ MICHAEL K BRESSON


	APOGENT TECHNOLOGIES INC.
	(Registrant)

Date: May 28, 2004	By:	/s/ Michael K. Bresson
		Michael K. Bresson
		Executive Vice President – Administration,
		General Counsel and Secretary

~~Michael~~EXHIBIT KINDEX ~~Bresson~~

Executive Vice President — Administration, General Counsel and Secretary


Exhibit No.		Description
99.1		Press release dated May 28, 2004, announcing the commencement of exchange offers that relate to an aggregate of $645 million of Apogent’s existing debt securities in connection with the proposed merger of Apogent and Fisher.

99.2		Press release dated May 28, 2004, announcing the commencement of a tender offer and consent solicitation for all of Apogent’s $250 million principal amount of 6¹/2 percent senior subordinated notes due 2013.

Date: April 19, 2004

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among Fisher Scientific International Inc., Fox Merger Corporation and Apogent Technologies Inc., dated as of March 17, 2004, as amended on April 16, 2004.

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