As Filed with the Securities and Exchange Commission on November 27, 2002
Registration No. 333- ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DENTSPLY International Inc.
(Exact name of registrant as specified in its charter)
Delaware 39-1434669
(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation or organization)
570 West College Avenue
York, Pennsylvania 17405-0872
(Address of principal executive offices) (Zip Code)
DENTSPLY International Inc.
2002 Stock Option Plan
(Full title of the plan)
Brian M. Addison, Esq.
General Counsel
DENTSPLY International Inc.
570 West College Avenue
York, Pennsylvania 17405-0872
(Name and address of agent for service)
(717) 845-7511
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be (Price Per Offering Registration
to be Registered Registered(1) Share Price Fee
Common Stock, par
value $.01 per share 7,000,000 shares $33.32(2) $233,240,000(3) $21,458.08
- ------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which are offered or issued under the plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of calculating the
registration fee.
(3) Calculated pursuant to Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee based upon the average of
the high and low prices of Dentsply common stock reported on the Nasdaq
Stock Market on November 25, 2002.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by DENTSPLY International Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
1. The Company's Form 10-K filed with the Commission for the year
ended December 31, 2001 (File No. 0-16211).
2. The Company's Form 10-Q filed with the Commission for the quarterly
period ended March 31, 2002 (File No. 0-16211).
3. The Company's Form 10-Q filed with the Commission for the quarterly
period ended June 30, 2002 (File No. 0-16211).
4. The Company's Form 10-Q filed with the Commission for the quarterly
period ended September 30, 2002 (File No. 0-16211).
5. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 (File No. 0-16211), including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") after the date of this
Registration Statement, but prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered by
this Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of
this Registration Statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or
updated by any subsequently filed document which is incorporated by reference
into this Registration Statement or by any document which constitutes part of
the prospectus relating to the Plan meeting the requirements of Section 10(a)
of the Securities Act.
Item 4. Description of Securities.
The class of securities to be offered under this Registration Statement
is registered under Section 12(g) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit
or eliminate, subject to certain statutory limitations, the liability of a
director to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty. Article Nine of the Company's Restated
Certificate of Incorporation provides that a director of the Company shall
not be personally liable to the Company or its stockholders for monetary
damages for breach of duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived any improper
personal
benefit.
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Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and, subject to
certain limitations, against certain costs and expenses, including attorneys'
fees, actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being a director or officer of
the corporation if it is determined that he acted in accordance with the
applicable standard of conduct set forth in such statutory provision. Article
V of the Company's Bylaws provides that the Company will indemnify any person
who was or is a party or a witness or is threatened to be made a party or a
witness to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he is or was an authorized representative of the
Company, against all expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties), and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. Article V further permits the Company to
maintain insurance on behalf of any such person against any liability
asserted against such person and incurred by such person in any such capacity
or arising out of his status as such, whether or not the Company would have
the power to indemnify such person
against such liability under the DGCL. The Company maintains directors' and
officers' liability insurance.
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit Description
No.
4.1 Restated Certificate of Incorporation, as amended by
Certificate of Amendment dated June 12, 2002
4.2 Amended and Restated Bylaws (1)
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of attorney (included on signature page of this
registration statement).
99.1 DENTSPLY International Inc. 2002 Stock Option Plan
(1) Incorporated by reference to exhibit 3.2 included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001, File
No. 0-16211.
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;
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(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 Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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 undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 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.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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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 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 York, Commonwealth of Pennsylvania,
on November 27, 2002.
DENTSPLY INTERNATIONAL INC.
By: /s/ JOHN C. MILES II
John C. Miles II
Chief Executive Officer
and Chairman of the Board
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, John C. Miles II and William
R. Jellison, and each of them, as his true and lawful attorney-in-fact and
agent, 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 to this registration statement (including post-effective
amendments) and any and all additional registration statements pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, in connection with
or related to the offering contemplated by this registration statement and
its amendments, if any, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them,
or their or his substitutes or substitute, 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 by the following persons in the
capacities and on the dates indicated:
Signature Capacity Date
/s/ JOHN C. MILES II Principal Executive November 27, 2002
Officer and Director
John C. Miles II
/s/ GARY K. KUNKLE, JR. Director November 27, 2002
Gary K. Kunkle, Jr.
/s/ WILLIAM R. JELLISON Principal Financial November 27, 2002
and Accounting Officer
William R. Jellison
/s/ MICHAEL C. ALFANO Director November 27, 2002
Dr. Michael C. Alfano
/s/ BURTON C. BORGELT Director November 27, 2002
Burton C. Borgelt
/s/ PAULA H. CHOLMONDELEY Director November 27, 2002
Paula H. Cholmondeley
/s/ MICHAEL J. COLEMAN Director November 27, 2002
Michael J. Coleman
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/s/ LESLIE A. JONES Director November 27, 2002
Leslie A. Jones
/s/ WILLIAM F. HECHT Director November 27, 2002
William F. Hecht
/s/ BETTY JANE SCHEIHING Director November 27, 2002
Betty Jane Scheihing
/s/ EDGAR H. SCHOLLMAIER Director November 27, 2002
Edgar H. Schollmaier
/s/ W. KEITH SMITH Director November 27, 2002
W. Keith Smith
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EXHIBIT INDEX
Sequential
Exhibit Page
No. Description Number
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4.1 Restated Certificate of
Incorporation, as amended. 8
5.1 Opinion of Morgan, Lewis &
Bockius LLP. 12
23.1 Consent of Morgan, Lewis &
Bockius LLP (included in Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers
LLP. 13
24.1 Power of attorney (included on
signature page of this
registration statement).
99.1 DENTSPLY International Inc. 2002
Stock Option Plan 14
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