As Filed with the Securities and Exchange Commission on June 4,
1998
Registration No. 333-
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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
570 West College Avenue
York, Pennsylvania 17405-0872
(Address of principal executive offices) (Zip Code)
DENTSPLY International Inc. 1998 Stock Option Plan
(Full title of the plan)
John C. Miles II
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
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price Fee(1)
Common Stock,
par value
$.01 4,300,000 shares $33.625 $144,587,500(2) $42,654
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(1) Registration fee calculated pursuant to Rule 457(h) under the Securities
Act of 1933, as amended.
(2) The fee with respect to 4,300,000 shares of Common Stock is
calculated based upon the average of the high and low prices
of the Registrant's Common Stock reported on the Nasdaq National Market on
June 3, 1998.
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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, 1997 (File No. 0-16211).
2. The Company's Form 10-Q filed with the Commission for the quarterly
period ended March 31, 1998 (File No. 0- 16211).
3. 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 DENTSPLY International Inc. 1998 Stock Option Plan meeting the
requirements of Section 10(a) of the Securities Act of 1933, as amended (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.
Not applicable.
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
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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 impersonal
benefit.
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 No. Description
- ----------- --------------------------------------------------
3.1 Restated Certificate of Incorporation
4.1 Articles 4A, 4B, 4C and 7 of the Restated
Certificate of Incorporation (see Exhibit 3.1)
4.2 Article I of By-Laws, as amended (incorporated by
reference to exhibit included in the Company's
registration Statement on Form S-8 (No. 33-31792))
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5.1 Legal Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained
in legal opinion filed as Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page
of this Registration Statement)
99.1 DENTSPLY International Inc. 1998 Stock Option Plan
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;
(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 by the registrant
pursuant to Section 13 or Section 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 Section 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
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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 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 York, the Commonwealth of Pennsylvania, on this 4th
day of June, 1998.
DENTSPLY International Inc.
By: /s/ John C. Miles II
--------------------------
Chairman of the Board
and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of DENTSPLY International Inc. hereby constitutes and appoints John C.
Miles II and William R. Jellison, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, in any
and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act of 1933, including post-effective
amendments and other related documents, and to file the same with the Securities
and Exchange Commission under said Act, hereby granting power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully as 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 may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
--------- -------- ----
/s/ John C. Miles II
- ------------------------- Chairman of the Board June 4, 1998
John C. Miles, II and Chief Executive
Officer (Principal Executive
Officer) and a Director
/s/ William R. Jellison
- ------------------------- Senior Vice President June 4, 1998
William R. Jellison and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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/s/ Burton C. Borgelt
- ------------------------- Director June 4, 1998
Burton C. Borgelt
/s/ Douglas K. Chapman
- ------------------------- Director June 4, 1998
Douglas K. Chapman
/s/ Michael J. Coleman
- ------------------------- Director June 4, 1998
Michael J. Coleman
/s/ Arthur A. Dugoni
- ------------------------- Director June 4, 1998
Arthur A. Dugoni, D.D.S, M.S.D.
/s/ C. Frederick Fetterolf
- -------------------------- Director June 4, 1998
C. Frederick Fetterolf
/s/ Leslie A. Jones
- -------------------------- Director June 4, 1998
Leslie A. Jones
/s/ Edgar H. Schollmaier
- ------------------------- Director June 4, 1998
Edgar H. Schollmaier
/s/ W. Keith Smith
- ------------------------- Director June 4, 1998
W. Keith Smith
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EXHIBIT INDEX
Sequential
Exhibit Page
No. Description Number
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3.1 Restated Certificate of Incorporation 9
4.1 Articles 4A, 4B, 4C, and 7 of the Restated
Certificate of Incorporation (see Exhibit 3.1)
4.2 Article I of By-Laws, as amended
(incorporated by reference to exhibit included
in the Company's registration Statement on
Form S-8 (No. 33-31792)).
5.1 Legal Opinion of Morgan, Lewis &
Bockius LLP. 14
23.1 Consent of KPMG Peat Marwick LLP,
independent accountants. 15
23.2 Consent of Morgan, Lewis & Bockius LLP
(contained in legal opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature
page of this Registration Statement). 6
99.1 DENTSPLY International Inc. 1998
Stock Option Plan. 16
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