<PAGE>
    As filed with the Securities and Exchange Commission on October 21, 2003
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                      FISHER SCIENTIFIC INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                         <C>
        Delaware                                         2-0451017
(State of Incorporation)                    (I.R.S. Employer Identification No.)
</TABLE>

                              --------------------

                                One Liberty Lane
                          Hampton, New Hampshire 03842
                                 (603) 926-5911
               (Address of Principal Executive Offices) (Zip Code)
                              --------------------

                      Fisher Scientific International Inc.
                         2003 Equity and Incentive Plan
                            (Full Title of the Plan)
                              --------------------

                              Todd M. DuChene, Esq.
                  Vice President, General Counsel and Secretary
                      Fisher Scientific International Inc.
                                One Liberty Lane
                          Hampton, New Hampshire 03842
                                 (603) 926-5911

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
                              --------------------
                                  With Copy To:

                             Raman Bet-Mansour, Esq.
                              Debevoise & Plimpton
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 909-6473
<PAGE>
                              --------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                             Proposed Maximum    Proposed Maximum
Title of Securities                          Amount to be     Offering Price        Aggregate           Amount of
to be Registered                            Registered (1)      Per Share         Offering Price     Registration Fee
----------------                            --------------      ---------         --------------     ----------------
<S>                                         <C>              <C>                 <C>                 <C>
Common Stock, par value $.01 per share:

Shares subject to
outstanding options
under the Fisher 2003
Equity and Incentive
Plan (the "Plan")                               1,660,000      $      50.83        $ 64,774,185        $   5,240.23(2)
                                             ------------      ------------        ------------        --------------
Common stock, par
value $.01 per share:
Shares available for
future grants under
the Plan                                        1,040,000      $      40.90        $ 42,536,000        $   3,441.16(3)
                                             ------------      ------------        ------------        --------------
TOTAL                                           2,700,000               N/A        $107,310,185        $   8,681.39
                                             ============      ============        ============        ==============
</TABLE>

(1)   Consists of shares of Common Stock to be offered pursuant to the Fisher
      Scientific International Inc. ("Fisher Scientific" or the "Company") 2003
      Equity and Incentive Plan (the "Plan"). Such indeterminate number of
      additional shares as may be issuable pursuant to the recapitalization
      provisions under the Plan is hereby also registered.

(2)   Computed in accordance with Rule 457(h) under the Securities Act of 1933,
      as amended (the "Securities Act"). Such computation is based on the
      weighted average exercise price of $39.02 per share covering 1,660,000
      outstanding options.

(3)   The estimated exercise price of $40.90 per share was computed in
      accordance with Rule 457(c) under the Securities Act by averaging the high
      and low sales prices of Fisher Scientific International Inc. common stock
      as quoted on The New York Stock Exchange on October 20, 2003.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Fisher Scientific International Inc., a
Delaware corporation (the "Registrant"), pursuant to the Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
registration statement:

      (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed with the Commission on March 21, 2003 (Commission File
No. 001-10920);

      (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2003 and June 30, 2003 filed with the Commission on May 15, 2003 and
August , 2003, respectively (Commission File No. 001-10920); and

      (c) The Registrant's Current Reports on Form 8-K filed with the Commission
on March 11, 2003 and June 27, 2003 (Commission File No. 001-10920); and

      (d) The description of the Registrant's common stock, par value $ .01 per
share (the "Common Stock") contained in the Registrant's Form 8-A filed with the
Commission on November 7, 1991.

      In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of 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 incorporated or 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.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law, as amended, provides
in regards to indemnification of directors and officers as follows:

      "145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation shall have 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, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he 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 reasonable cause to believe that his conduct was unlawful.

      (b) A corporation shall have 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 or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

      (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
<PAGE>
      (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

      (e) Expenses (including attorney's fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

      (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

      (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

      (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
<PAGE>
      (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

      (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person."

      ARTICLE FIFTEENTH of Fisher's Certificate of Incorporation provides as
follows:

      FIFTEENTH: (a) A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

      (b)(1) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or the
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee, or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
PROVIDED, HOWEVER, that, except as provided in this paragraph (b), the
Corporation shall indemnify any such person seeking indemnification in
connection
<PAGE>
with a proceeding (or part thereof) initiated by such person only if such
proceeding was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this paragraph (b) shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer of the Corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

      (2) Right of Claimant to Bring Suit. If a claim under subparagraph (b)(1)
is not paid in full by the Corporation within 30 days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceedings in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification or
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard or
conduct.

      (3) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this paragraph (b) shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

      (4) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      The following exhibits are filed as part of this registration statement
or, where so indicated, have been previously filed and are incorporated herein
by reference:

<TABLE>
<CAPTION>
Exhibit No.   Description of Exhibit
-----------   ----------------------
<S>           <C>
4.1           Specimen Certificate of Common Stock, $.01 par value per share, of
              the Company (incorporated by reference from the Company's Annual
              Report on Form 10-K for year ended December 31, 1998, filed on
              March 31, 1999) (Commission File No. 001-10920).

5.1           Opinion of Debevoise & Plimpton, regarding the legality of the
              securities being registered. +

23.1          Consent of Deloitte & Touche LLP. +

23.2          Consent of Debevoise & Plimpton (included in Exhibit 5.1). +

24.1          Power of Attorney (included on the signature page hereto). +

99.1          Fisher Scientific International Inc. 2003 Equity and Incentive
              Plan (incorporated by reference from Annex II to the Company's
              14A, filed on May 2, 2003) (Commission File No. 001-10920)
</TABLE>

+ 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
<PAGE>
                  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 percent 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 periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 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 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 further 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
<PAGE>
      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.
<PAGE>
                                   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 Town of Hampton, State of New Hampshire, on this 21st day of
October, 2003.

<TABLE>
<S>                                 <C>
                                    Fisher Scientific International Inc.


                                    By: /s/ Todd M. DuChene
                                        ---------------------------------------
                                        Todd M. DuChene
                                        Vice President, General Counsel
                                        and Secretary
</TABLE>
<PAGE>
                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul M. Meister, Todd M. DuChene, and
Kevin P. Clark, and each of them, his true and lawful attorney-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be executed in counterparts.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 21st day of October 2003.

<TABLE>
<CAPTION>
Name                          Title                            Date
----                          -----                            ----
<S>                           <C>                              <C>
/s/ Paul M. Montrone          Chairman of the Board and        October 21st, 2003
------------------------      Chief Executive Officer
Paul M. Montrone


/s/ Paul M. Meister           Vice Chairman of the Board       October 21st, 2003
------------------------      and Executive Vice President
Paul M. Meister


/s/ Kevin P. Clark            Vice President and Chief         October 21st, 2003
------------------------      Financial Officer
Kevin P. Clark


/s/ Michael D. Dingman        Director                         October 21st, 2003
------------------------
Michael D. Dingman


/s/ Anthony J. DiNovi         Director                         October 21st, 2003
------------------------
Anthony J. DiNovi


/s/ Charles A. Sanders        Director                         October 21st, 2003
------------------------
Charles A. Sanders


/s/ Scott M. Sperling         Director                         October 21st, 2003
------------------------
Scott M. Sperling


/s/ W. Clayton Stephens       Director                         October 21st, 2003
------------------------
W. Clayton Stephens
</TABLE>
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.       Description of Exhibit
-----------       ----------------------
<S>               <C>
   4.1            Specimen Certificate of Common Stock, $.01 par value per
                  share, of the Company (incorporated by reference from the
                  Company's Annual Report on Form 10-K for year ended December
                  31, 1998, filed on March 31, 1999) (Commission File No.
                  001-10920).

   5.1            Opinion of Debevoise & Plimpton, regarding the legality of
                  the securities being registered. +

   23.1           Consent of Deloitte & Touche LLP. +

   23.2           Consent of Debevoise & Plimpton (included in Exhibit 5.1). +

   24.1           Power of Attorney (included on the signature page hereto). +

   99.1           Fisher Scientific International Inc. 2003 Equity and
                  Incentive Plan (incorporated by reference from Annex II to the
                  Company's 14A, filed on May 2, 2003) (Commission File
                  No. 001-10920)
</TABLE>

+ Filed herewith
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{"company-data": {"conformed-name": "FISHER SCIENTIFIC INTERNATIONAL INC", "cik": "0000880430", "assigned-sic": "5040", "irs-number": "020451017", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109855", "film-number": "03949326"}, "business-address": {"street1": "LIBERTY LANE", "city": "HAMPTON", "state": "NH", "zip": "03842", "phone": "6039265911"}, "mail-address": {"street1": "LIBERTY LANE", "city": "LIBEHAMPTON", "state": "NH", "zip": "03842"}}
As filed with the Securities and Exchange Commission on October 21, 2003
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                      FISHER SCIENTIFIC INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in Its Charter)
Delaware                                         2-0451017
(State of Incorporation)                    (I.R.S. Employer Identification No.)
--------------------

                                One Liberty Lane
                          Hampton, New Hampshire 03842
                                 (603) 926-5911
               (Address of Principal Executive Offices) (Zip Code)
                              --------------------

                      Fisher Scientific International Inc.
                         2003 Equity and Incentive Plan
                            (Full Title of the Plan)
                              --------------------

                              Todd M. DuChene, Esq.
                  Vice President, General Counsel and Secretary
                      Fisher Scientific International Inc.
                                One Liberty Lane
                          Hampton, New Hampshire 03842
                                 (603) 926-5911

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
                              --------------------
                                  With Copy To:

                             Raman Bet-Mansour, Esq.
                              Debevoise & Plimpton
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 909-6473
--------------------

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum    Proposed Maximum
Title of Securities                          Amount to be     Offering Price        Aggregate           Amount of
to be Registered                            Registered (1)      Per Share         Offering Price     Registration Fee
----------------                            --------------      ---------         --------------     ----------------
Common Stock, par value $.01 per share:

Shares subject to
outstanding options
under the Fisher 2003
Equity and Incentive
Plan (the "Plan")                               1,660,000      $      50.83        $ 64,774,185        $   5,240.23(2)
                                             ------------      ------------        ------------        --------------
Common stock, par
value $.01 per share:
Shares available for
future grants under
the Plan                                        1,040,000      $      40.90        $ 42,536,000        $   3,441.16(3)
                                             ------------      ------------        ------------        --------------
TOTAL                                           2,700,000               N/A        $107,310,185        $   8,681.39
                                             ============      ============        ============        ==============
(1)   Consists of shares of Common Stock to be offered pursuant to the Fisher
      Scientific International Inc. ("Fisher Scientific" or the "Company") 2003
      Equity and Incentive Plan (the "Plan"). Such indeterminate number of
      additional shares as may be issuable pursuant to the recapitalization
      provisions under the Plan is hereby also registered.

(2)   Computed in accordance with Rule 457(h) under the Securities Act of 1933,
      as amended (the "Securities Act"). Such computation is based on the
      weighted average exercise price of $39.02 per share covering 1,660,000
      outstanding options.

(3)   The estimated exercise price of $40.90 per share was computed in
      accordance with Rule 457(c) under the Securities Act by averaging the high
      and low sales prices of Fisher Scientific International Inc. common stock
      as quoted on The New York Stock Exchange on October 20, 2003.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Fisher Scientific International Inc., a
Delaware corporation (the "Registrant"), pursuant to the Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
registration statement:

      (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed with the Commission on March 21, 2003 (Commission File
No. 001-10920);

      (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2003 and June 30, 2003 filed with the Commission on May 15, 2003 and
August , 2003, respectively (Commission File No. 001-10920); and

      (c) The Registrant's Current Reports on Form 8-K filed with the Commission
on March 11, 2003 and June 27, 2003 (Commission File No. 001-10920); and

      (d) The description of the Registrant's common stock, par value $ .01 per
share (the "Common Stock") contained in the Registrant's Form 8-A filed with the
Commission on November 7, 1991.

      In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of 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 incorporated or 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.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law, as amended, provides
in regards to indemnification of directors and officers as follows:

      "145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation shall have 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, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he 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 reasonable cause to believe that his conduct was unlawful.

      (b) A corporation shall have 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 or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

      (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

      (e) Expenses (including attorney's fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

      (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

      (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

      (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

      (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person."

      ARTICLE FIFTEENTH of Fisher's Certificate of Incorporation provides as
follows:

      FIFTEENTH: (a) A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

      (b)(1) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or the
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee, or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
PROVIDED, HOWEVER, that, except as provided in this paragraph (b), the
Corporation shall indemnify any such person seeking indemnification in
connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this paragraph (b) shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer of the Corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

      (2) Right of Claimant to Bring Suit. If a claim under subparagraph (b)(1)
is not paid in full by the Corporation within 30 days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceedings in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification or
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard or
conduct.

      (3) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this paragraph (b) shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

      (4) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      The following exhibits are filed as part of this registration statement
or, where so indicated, have been previously filed and are incorporated herein
by reference:
Exhibit No.   Description of Exhibit
-----------   ----------------------
4.1           Specimen Certificate of Common Stock, $.01 par value per share, of
              the Company (incorporated by reference from the Company's Annual
              Report on Form 10-K for year ended December 31, 1998, filed on
              March 31, 1999) (Commission File No. 001-10920).

5.1           Opinion of Debevoise & Plimpton, regarding the legality of the
              securities being registered. +

23.1          Consent of Deloitte & Touche LLP. +

23.2          Consent of Debevoise & Plimpton (included in Exhibit 5.1). +

24.1          Power of Attorney (included on the signature page hereto). +

99.1          Fisher Scientific International Inc. 2003 Equity and Incentive
              Plan (incorporated by reference from Annex II to the Company's
              14A, filed on May 2, 2003) (Commission File No. 001-10920)
+ 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 percent 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 periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 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 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 further 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 Town of Hampton, State of New Hampshire, on this 21st day of
October, 2003.
Fisher Scientific International Inc.

                                    By: /s/ Todd M. DuChene
                                        ---------------------------------------
                                        Todd M. DuChene
                                        Vice President, General Counsel
                                        and Secretary
POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul M. Meister, Todd M. DuChene, and
Kevin P. Clark, and each of them, his true and lawful attorney-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be executed in counterparts.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 21st day of October 2003.
Name                          Title                            Date
----                          -----                            ----
/s/ Paul M. Montrone          Chairman of the Board and        October 21st, 2003
------------------------      Chief Executive Officer
Paul M. Montrone

/s/ Paul M. Meister           Vice Chairman of the Board       October 21st, 2003
------------------------      and Executive Vice President
Paul M. Meister

/s/ Kevin P. Clark            Vice President and Chief         October 21st, 2003
------------------------      Financial Officer
Kevin P. Clark

/s/ Michael D. Dingman        Director                         October 21st, 2003
------------------------
Michael D. Dingman

/s/ Anthony J. DiNovi         Director                         October 21st, 2003
------------------------
Anthony J. DiNovi

/s/ Charles A. Sanders        Director                         October 21st, 2003
------------------------
Charles A. Sanders

/s/ Scott M. Sperling         Director                         October 21st, 2003
------------------------
Scott M. Sperling

/s/ W. Clayton Stephens       Director                         October 21st, 2003
------------------------
W. Clayton Stephens
EXHIBIT INDEX
Exhibit No.       Description of Exhibit
-----------       ----------------------
4.1            Specimen Certificate of Common Stock, $.01 par value per
                  share, of the Company (incorporated by reference from the
                  Company's Annual Report on Form 10-K for year ended December
                  31, 1998, filed on March 31, 1999) (Commission File No.
                  001-10920).

   5.1            Opinion of Debevoise & Plimpton, regarding the legality of
                  the securities being registered. +

   23.1           Consent of Deloitte & Touche LLP. +

   23.2           Consent of Debevoise & Plimpton (included in Exhibit 5.1). +

   24.1           Power of Attorney (included on the signature page hereto). +

   99.1           Fisher Scientific International Inc. 2003 Equity and
                  Incentive Plan (incorporated by reference from Annex II to the
                  Company's 14A, filed on May 2, 2003) (Commission File
                  No. 001-10920)
+ Filed herewith