SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 1995
DENTSPLY International Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-16211 39-1434669
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
570 West College Avenue, York, PA 17405-0872
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 717-845-7511
Page 1 of 26 pages.
Exhibit Index on page 5.
Item 2. Acquisition or Disposition of Assets.
On June 30, 1995, DENTSPLY International Inc., a
Delaware corporation (the "Company"), through Dentsply Ltd., a
corporation registered in the British Cayman Islands and a wholly
owned subsidiary of the Company ("Purchaser"), consummated the
acquisition (the "Purchase") of approximately 96% of the
outstanding shares of capital stock (the "Shares") of Maillefer
Instruments S.A., a corporation organized under the laws of
Switzerland ("Maillefer"), pursuant to a Sales-Purchase Agreement
dated May 30, 1995 (the "Agreement") between certain stockholders
of Maillefer (the "Sellers"), Purchaser, and the Company as
guarantor. The purchase price was SFr. 11,000 cash per Share
(the "Purchase Price"), with the aggregate Purchase Price for all
Shares acquired in the Purchase being approximately $66,000,000,
subject to adjustment as described below.
Pursuant to the Agreement, 7.5% of the aggregate
Purchase Price (approximately $4,950,000) has been placed in
escrow (the "Escrow Fund") to be subject to claims by Purchaser
for a reduction of the aggregate Purchase Price based upon
breaches of the representations and warranties of the Sellers
under the Agreement, including a representation as to the total
adjusted stockholders' equity of the Company at December 31,
1994. Any claim for a reduction of the aggregate Purchase Price
must be in an amount in excess of SFr. 200,000. If no claim is
asserted prior to the 90th day after the first anniversary of the
Purchase, all but SFr. 2,000,000 of the Escrow Fund will be
released to the Sellers; the remainder of the Escrow Fund (if
any) will be released to the Sellers 90 days after the fifth
anniversary of the Purchase. The balance remaining at any time
in the Escrow Fund will be Purchaser's sole recourse for claims
made under the Agreement.
The funds used by Purchaser to pay the aggregate
Purchase Price were obtained from (i) a new $60.0 million term
loan which has the same maturity date, interest rate structure
and covenants as the Company's existing $175.0 million Bank
Revolving Loan Facility, (ii) short-term bank borrowings made by
a bank in the ordinary course of business and (iii) cash on hand.
The identities of the banks from which the borrowings referred to
in clauses (i) and (ii) of the preceding sentence were made have
been omitted in accordance with Section 13(d)(1)(B) of the
Securities Exchange Act of 1934, as amended, and Item 2(a) of
Form 8-K, and have been filed separately with the Securities and
Exchange Commission.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired. It
is impracticable for the Company to provide the financial
statements of Maillefer required by this Item 7(a) at the time of
filing of this report on Form 8-K, and none of such financial
statements are available at such time. Accordingly, in
accordance with Item 7(a)(4) of Form 8-K, the Company will file
the required financial statements of Maillefer in an amendment to
this report on Form 8-K as soon as is practicable, but not later
than 60 days after July 17, 1995.
(b) Pro Forma Financial Information. It is
impracticable for the Company to provide the pro forma financial
information relative to Maillefer required by this Item 7(b) at
the time of filing of this report on Form 8-K, and none of such
pro forma financial information is available at such time.
Accordingly, in accordance with Item 7(b)(2) of Form 8-K, the
Company will file the required pro forma financial information
relative to Maillefer in an amendment to this report on Form 8-K
as soon as is practicable, but not later than 60 days after
July 17, 1995.
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Sales-Purchase Agreement, dated May 30,
1995, between certain stockholders of
Maillefer Instruments S.A., Dentsply
Ltd., and DENTSPLY International Inc. as
guarantor.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
DENTSPLY International Inc.
Date: July 17, 1995 By: /s/ J. Patrick Clark
-----------------------------
J. Patrick Clark
Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
----------- ----------- ----------
2.1 Sales-Purchase Agreement, dated 6
May 30, 1995, between certain
stockholders of Maillefer
Instruments S.A., Dentsply Ltd.,
and DENTSPLY International Inc. as
guarantor.
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