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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): January 27, 1997
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New Image Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-17928 95-4088548
(State or her (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
2283 Cosmos Court, Carlsbad, California 92099
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(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (619) 930-9900
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 27, 1996, New Image Industries, Inc. (the "Registrant"),
DENTSPLY International Inc., a Delaware corporation ("Parent"), and Image
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent
(the "Purchaser"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), which provides, among other things, for the Purchaser to commence a
tender offer (the "Offer") for all issued and outstanding shares of common
stock, par value $.001 per share (the "Shares"), of the Registrant at a price of
$2.00 per Share, net to the seller in cash (the "Offer Price"), without
interest, and, following the consummation of the Offer, the merger of the
Purchaser with and into the Registrant (the "Merger") and the conversion of all
of the outstanding Shares (with certain exceptions described below) into the
right to receive the Offer Price. The Offer is subject to the satisfaction or
waiver of certain conditions, including that there will be validly tendered and
not withdrawn at least 55% of the Shares outstanding as of the date of the
commencement of the Offer. At the Effective Time (as defined in the Merger
Agreement) of the Merger, each issued and outstanding Share, other than Shares
owned directly or indirectly by the Registrant or Parent and Shares held by
persons who object to the Merger and comply with all of the provisions of
Delaware law concerning the rights of holders of Shares to dissent from the
Merger and demand appraisal of their Shares, will be converted into the right to
receive the Offer Price.
The Merger Agreement further provides that, promptly upon the
acquisition of Shares by Purchaser or any other subsidiary of the Registrant
pursuant to the Offer, Parent will be entitled to designate the directors on
the Board of Directors of the Registrant, and the Registrant will, at such
time, obtain resignations of all then-serving directors and, prior to such
resignations, cause the Purchaser's designees to be elected to, and to
constitute all of, the Board of Directors of the Registrant.
The consummation of the Merger is subject to, among other things,
approval by the affirmative vote required by the stockholders of the
Registrant, if required pursuant to applicable Delaware law, and receipt of
requisite governmental approvals.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which is attached
hereto as Exhibit 2.1 and incorporated herein in its entirety by reference.
Concurrently with the execution of the Merger Agreement, Parent, the
Purchaser and each executive officer and director of the Registrant who owns
Shares or options or warrants to purchase Shares and The William W. Stevens and
Virda J. Stevens Trust, a significant holder of Shares (collectively, the
"Stockholder Parties"), executed a Stockholder Agreement (the "Stockholder
Agreements") pursuant to which each Stockholder Party agreed, among other
things, to tender all Shares owned by him, her or it in the Offer.
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The foregoing description of the Stockholder Agreements is qualified
in its entirety by reference to Stockholder Agreements, copies of which are
attached hereto as Exhibits 2.2 through 2.14 and incorporated herein in their
entirety by reference.
On January 28, 1997, the Registrant and Parent issued a joint press
release announcing the execution of the Merger Agreement, a copy of which is
attached hereto as Exhibit 99.1 hereto and incorporated herein in its entirety
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following are furnished as exhibits to this report:
2.1 Agreement and Plan of Merger, dated as of January 27,
1997, by and among DENTSPLY International Inc., Image
Acquisition Corp. and New Image Industries, Inc.
2.2 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Robert S. Colman
2.3 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and David H. Cooper
2.4 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Paul Devereaux
2.5 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Dewey F. Edmunds
2.6 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Richard P. Greenthal
2.7 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Debra L. Jackson
2.8 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Mike Lytle
2.9 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Harold J. Meyers
2.10 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Harold R. Orr
2.11 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Ralph M. Richart, M.D.
2.12 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Kenneth P. Sawyer
2.13 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Mark W. Stevens
2.14 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and The William W. Stevens and
Virda J. Stevens Trust
99.1 Joint Press Release issued on January 28, 1997 by New
Image Industries, Inc. and DENTSPLY International Inc.
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SIGNATURES
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.
New Image Industries, Inc.
By: /s/ Harold R. Orr
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Harold R. Orr
Chief Financial Officer
Date: January 29, 1997
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INDEX OF EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of January 27,
1997, by and among DENTSPLY International Inc., Image
Acquisition Corp. and New Image Industries, Inc.
2.2 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Robert S. Colman
2.3 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and David H. Cooper
2.4 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Paul Devereaux
2.5 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Dewey F. Edmunds
2.6 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Richard P. Greenthal
2.7 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Debra L. Jackson
2.8 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Mike Lytle
2.9 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Harold J. Meyers
2.10 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Harold R. Orr
2.11 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Ralph M. Richart, M.D.
2.12 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Kenneth P. Sawyer
2.13 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and Mark W. Stevens
2.14 Stockholder Agreement, dated as of January 27, 1997,
by and among DENTSPLY International Inc., Image
Acquisition Corp. and The William W. Stevens and
Virda J. Stevens Trust
99.1 Joint Press Release issued on January 28, 1997 by New
Image Industries, Inc. and DENTSPLY International Inc.