<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-12
SYBRON DENTAL SPECIALTIES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
SYBRON DENTAL SPECIALTIES, INC.
1717 WEST COLLINS AVENUE
ORANGE, CALIFORNIA 92867
(714) 516-7400
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 31, 2001
-------------------------
Notice is hereby given that the Annual Meeting of Stockholders of Sybron
Dental Specialties, Inc., a Delaware corporation (the "Company"), will be held
at 11:00 a.m., Pacific Standard Time, on Wednesday, January 31, 2001 at Indian
Ridge Country Club, 76375 Country Club Drive, Palm Desert, California 92211, for
the following purposes:
1. To elect three directors to serve as Class I Directors until the
2004 Annual Meeting of Stockholders and until their respective successors
are duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on December 15, 2000
as the record date for determining the stockholders entitled to notice of, and
to vote at, the meeting or any adjournment thereof.
As you know, on December 11, 2000, the Company was spun off from Sybron
International Corporation by way of a pro-rata distribution to that company's
shareholders of all of the outstanding common stock and related preferred stock
purchase rights of this Company. In connection with that event, the Company
began doing business as an independent public company and trading on the New
York Stock Exchange under the symbol "SYD."
We hope you will assure that your shares are represented at the Annual
Meeting, whether or not you expect to be present in person, either by voting
electronically via the Internet (by accessing http://www.eproxyvote.com/syd ) or
telephone (by dialing 1-877-779-8683 on a touch-tone telephone), or by signing
and returning the enclosed proxy card in the accompanying envelope. It is
important that proxies be submitted promptly. Returning your proxy promptly,
either via the Internet, via telephone or in the enclosed envelope, will assist
the Company in reducing the expenses of additional proxy solicitation. Your vote
is important and the Board of Directors appreciates the cooperation of
stockholders in directing proxies to vote at the meeting.
By Order of the Board of Directors,
/s/ Stephen S. Tomassi
STEPHEN J. TOMASSI
Secretary
Orange, California
December 28, 2000
<PAGE> 3
SYBRON DENTAL SPECIALTIES, INC.
1717 WEST COLLINS AVENUE
ORANGE, CALIFORNIA 92867
(714) 516-7400
-------------------------
PROXY STATEMENT
DECEMBER 29, 2000
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 31, 2001
-------------------------
GENERAL INFORMATION
This Proxy Statement is furnished by the Board of Directors (the "Board of
Directors") of Sybron Dental Specialties, Inc., a Delaware corporation (the
"Company" or "SDS"), to the stockholders of the Company in connection with a
solicitation of proxies for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at 11:00 a.m., Pacific Standard Time, on Wednesday,
January 31, 2001 at Indian Ridge Country Club, 76375 Country Club Drive, Palm
Desert, California 92211, and at any and all adjournments thereof. This Proxy
Statement and the accompanying materials are first being mailed to stockholders
on or about December 29, 2000.
On December 11, 2000, the Company was spun off from Sybron International
Corporation (now doing business as Apogent Technologies) ("Sybron
International") by way of a pro-rata distribution to Sybron International
shareholders of all the outstanding common stock and related preferred stock
purchase rights of the Company. This transaction is referred to in this Proxy
Statement as the "Spin-Off." The Company was incorporated in Delaware on July
17, 2000 to facilitate the Spin-Off. Its principal subsidiary, Sybron Dental
Management, Inc. (formerly known as Sybron Dental Specialties, Inc.), a Delaware
corporation located in Orange, California, was organized in 1993 when Sybron
International grouped its professional dental and orthodontics companies, Kerr
Corporation and Ormco Corporation, under Sybron Dental Management.
Stockholders of record will have the option to vote by written proxy or
electronically via either the Internet or a touch-tone telephone. Proxy voting
through electronic means is valid under Delaware law, and the Company is
offering electronic services both as a convenience to its stockholders and as a
step towards reducing costs. Stockholders not wishing to utilize electronic
voting methods may continue to cast votes by returning their signed and dated
proxy card.
Stockholders whose shares are registered directly with EquiServe may vote
either via the Internet or by calling EquiServe. Specific instructions to be
followed by any registered stockholder interested in voting via the Internet or
by telephone are set forth on the enclosed proxy card. The Internet and
telephone voting procedures are designed to authenticate the stockholder's
identity and to allow stockholders to vote their shares and confirm that their
instructions have been properly recorded.
If your shares are registered in the name of a bank or brokerage firm, you
may be eligible to vote your shares electronically via the Internet or by
telephone. A large number of banks and brokerage firms are participating in the
ADP Investor Communication Services online program. This program provides
eligible stockholders, who receive a paper copy of the annual report and proxy
statement, the opportunity to vote via the Internet or by telephone. If your
bank or brokerage firm is participating in ADP's program, your voting form will
provide instructions. If your voting form does not reference Internet or
telephone information, please complete and return the paper voting form in the
postage paid envelope provided.
Any proxy delivered pursuant to this solicitation is revocable at the
option of the person giving the same at any time before it is exercised. A proxy
may be revoked, prior to its exercise: by executing and delivering a later dated
proxy via the Internet, via telephone or by mail; by delivering written notice
of the revocation of the proxy to the Corporate Secretary prior to the Annual
Meeting; or by attending and voting at the Annual Meeting. Attendance at the
Annual Meeting, in and of itself, will not constitute a revocation of a proxy.
<PAGE> 4
Unless previously revoked, the shares represented by a proxy, whether delivered
via the Internet, via telephone or by mail, will be voted in accordance with the
stockholder's directions if the proxy is duly submitted prior to the Annual
Meeting. If no directions are specified on a duly submitted proxy, the shares
will be voted, in accordance with the recommendations of the Board of Directors,
FOR the election of the directors nominated by the Board of Directors, and in
accordance with the discretion of the persons appointed as proxies on any other
matters properly brought before the Annual Meeting or any adjournment thereof.
The expense of preparing, printing and mailing this Proxy Statement and the
proxies solicited hereby will be borne by the Company. In addition to the use of
the Internet, telephone and mail, proxies may be solicited by officers,
directors and regular employees of the Company, without additional remuneration,
in person, or by telephone, or facsimile transmission. The Company will also
request brokerage firms, nominees, banks, custodians and fiduciaries to forward
proxy materials to the beneficial owners of shares of common stock as of the
record date and will provide reimbursement for the cost of forwarding the proxy
materials in accordance with customary practice. The Company has retained
Corporate Investor Communications, Inc. to aid in the solicitation of proxies,
including the soliciting of proxies from brokerage firms, banks, nominees,
custodians and fiduciaries, for a fee not anticipated to exceed $6,000 plus
expenses. Your cooperation in promptly voting by proxy via the medium of your
choice will help to avoid additional expense.
At December 15, 2000, the Company had outstanding 35,108,649 shares of
common stock (and associated preferred stock purchase rights), and there were no
outstanding shares of any other class of stock. Only stockholders of record at
the close of business on December 15, 2000 will be entitled to notice of, and to
vote at, the Annual Meeting. Each share of common stock outstanding on the
record date entitles the holder thereof to one vote on each matter to be voted
upon by stockholders at the Annual Meeting.
A majority of the outstanding shares entitled to vote, present in person or
by proxy, shall constitute a quorum at the Annual Meeting. Abstentions are
counted as shares present for purposes of determining the presence or absence of
a quorum. Proxies relating to "street name" shares that are voted by brokers on
some matters, but not on other matters as to which authority to vote is withheld
from the broker ("broker non-votes") absent voting instructions from the
beneficial owner under the rules of the New York Stock Exchange, will be treated
as shares present for purposes of determining the presence or absence of a
quorum. The Inspector of Election appointed by the Board of Directors shall
determine the shares represented at the meeting and the validity of proxies and
ballots and shall count all votes and ballots. The voting requirements and
procedures described below are based upon provisions of the Delaware General
Corporation Law, the Company's charter documents, and any other requirements
applicable to the matters to be voted upon.
Directors are elected by a plurality of the votes cast by the shares
present in person or represented by proxy at a stockholders meeting, at which a
quorum is present. "Plurality" means that the individuals who receive the
largest number of votes are elected as directors up to the maximum number of
directors to be chosen in the election. Therefore, any shares not voted, whether
by withheld authority, broker non-vote or otherwise, have no effect in the
election of directors except to the extent that the failure to vote for an
individual results in another individual receiving a larger number of votes.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the outstanding shares of common stock by persons known by the
Company to beneficially own more than 5% of the outstanding shares of common
stock, by nominees for director and directors of the Company, by the executive
officers named in the Summary Compensation Table, and by all directors and
executive officers of the Company as a group. The number of shares set forth for
nominees for director, directors, and executive officers are reported as of
December 15, 2000. Amounts for 5% stockholders are as of the date such
stockholders reported such holdings
2
<PAGE> 5
in filings under the Securities Exchange Act of 1934 (the "Exchange Act") unless
more recent information was provided.
<TABLE>
<CAPTION>
COMMON STOCK
------------------------
NAME AND ADDRESS NUMBER OF PERCENT
OF OWNER(A) SHARES OWNED OF CLASS
---------------- ------------ --------
<S> <C> <C>
Putnam Investments, Inc. (b)................................ 3,072,000 8.3%
One Post Office Square
Boston, Massachusetts 02109
Kenneth F. Yontz (c)........................................ 460,801 1.3%
Floyd W. Pickrell, Jr. (d).................................. 626,631 1.7%
Dennis Brown (e)............................................ 300 *
William E. B. Siart......................................... 0 *
James R. Parks.............................................. 0 *
Donald N. Ecker............................................. 0 *
Robert W. Klemme............................................ 0 *
Daniel E. Even (f).......................................... 33,872 *
Steven J. Semmelmayer (g)................................... 83,525 *
Stephen J. Tomassi (h)...................................... 292,260 *
Gregory D. Waller (i)....................................... 24,310 *
All directors and executive officers as a group (15
persons)(j)............................................... 1,597,293 4.4%
</TABLE>
-------------------------
* Represents less than 1% of the class.
(a) Except as otherwise indicated, each person has the sole power to vote and
dispose of all shares listed opposite his or its name.
(b) Pursuant to a telephone conversation between representatives of the Company
and representatives of Putnam Investments, Inc. on December 18, 2000.
(c) Mr. Yontz has shared voting power with respect to 21,223 of the shares of
common stock reported and shared investment power with respect to 21,605 of
the shares of common stock reported.
(d) Mr. Pickrell has shared investment power with respect to 444 of the shares
of common stock reported. Includes 519,420 shares of common stock issuable
upon the exercise of outstanding employee stock options held by Mr.
Pickrell.
(e) Mr. Brown has shared investment power with respect to 300 of the shares of
common stock reported.
(f) Mr. Even has shared investment power with respect to 402 of the shares of
common stock reported. Includes 20,514 shares of common stock issuable upon
the exercise of outstanding employee stock options held by Mr. Even.
(g) Mr. Semmelmayer has shared voting power with respect to 290 of the shares of
common stock reported and shared investment power with respect to 344 of the
shares of common stock reported. Includes 82,212 shares of common stock
issuable upon the exercise of outstanding employee stock options held by Mr.
Semmelmayer.
(h) Mr. Tomassi has shared investment power with respect to 354 of the shares of
common stock reported. Includes 261,239 shares of common stock issuable upon
the exercise of outstanding employee stock options held by Mr. Tomassi.
(i) Mr. Waller has shared investment power with respect to 379 of the shares of
common stock reported. Includes 23,931 shares of common stock issuable upon
the exercise of outstanding employee stock options held by Mr. Waller.
(j) Includes (i) 965,297 shares of common stock issuable upon the exercise of
outstanding stock options held by all directors and executive officers as a
group, (ii) 21,514 shares as to which there is shared voting power, and
(iii) 24,937 shares as to which there is shared investment power.
The above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with Rule
13d-3 under the Exchange Act, as required for purposes of this Proxy Statement;
accordingly, it includes shares of common stock that are issuable upon the
exercise of stock options exercisable within 60 days of December 15, 2000. All
of those stock options are options that were received in exchange for
corresponding Sybron International stock options in connection with the Spin-Off
on terms intended to preserve the economic value inherent in the Sybron
International stock options at that time. Such information is not necessarily to
be construed as an admission of beneficial ownership for other purposes.
3
<PAGE> 6
ELECTION OF DIRECTORS
Action will be taken at the Annual Meeting for the election of three
directors to serve as Class I Directors until the 2004 annual meeting of
stockholders and until their respective successors are duly elected and
qualified. The Company's Restated Certificate of Incorporation provides that the
Board of Directors shall be divided into three classes (Class I, Class II and
Class III), as nearly equal in number as possible, serving staggered terms. The
Board of Directors has previously divided its members into three classes as
described below. The election shall be determined by a plurality vote duly cast.
It is intended that the persons appointed as proxies in the proxy card will vote
FOR the election of the three nominees listed below, unless instructions to the
contrary are given therein. The three nominees have indicated that they are able
and willing to serve as directors. However, if some unexpected occurrence should
require the substitution of some other person or persons for any of the
nominees, it is intended that the proxies will vote FOR such substitute nominees
as the Board of Directors may designate.
The following table sets forth the principal occupations (for at least the
last five years) and directorships of the three nominees in Class I and of the
four directors whose terms of office will continue after the Annual Meeting.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR OF
NAME(A) AND BUSINESS EXPERIENCE AGE COMPANY SINCE
------- ----------------------- --- -------------
<S> <C> <C> <C>
Nominees for election as Class I Directors, whose terms will expire in 2004:
Floyd W. Pickrell, Jr. (b) President and Chief Executive Officer of the 55 2000
Company since October 2000. President of the
Company's subsidiary Sybron Dental Management,
Inc. (formerly known as Sybron Dental
Specialties, Inc.), now the Company's principal
first-tier subsidiary, since August 1993;
appointed Chairman of the Board of the Company's
subsidiary Kerr Corporation in August 1993, and
Chairman of the Board of the Company's subsidiary
Ormco Corporation in February 1993; served as
President of Kerr from August 1993 until November
1998; joined Ormco in 1978 and served as Ormco's
President from March 1983 until November 1987;
previously served as Ormco's Vice President of
Marketing and as its National Sales Manager.
William E. B. Siart Chairman of the Board of Excellent Education 54 2000
Development, a non-profit corporation that
develops and manages charter public schools,
beginning in 2000; President and Chief Executive
Officer of EXED LLC from 1998 until 2000;
Chairman and Chief Executive Officer of First
Interstate Bancorp from 1995 to 1996, having
served as President of that corporation from 1990
until 1995 and in various other executive
positions for that company, previously. Director
of Western Asset Trust, Inc., and Pacific
American Income Shares, Inc.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR OF
NAME(A) AND BUSINESS EXPERIENCE AGE COMPANY SINCE
------- ----------------------- --- -------------
<S> <C> <C> <C>
James R. Parks Chairman of the Board and Chief Executive Officer 50 2000
of Laser Pacific Media Corporation, a public
media post production company, since 1994;
managing partner of the accounting firm of Parks
Palmer Turner and Yemenidjian, LLP, and managing
director of Parks Palmer Business Services, Inc.
a subsidiary of Century Business Services,which
is in the business of providing business
consulting, accounting, merger and acquisition,
business valuation, financial crisis management,
and tax services; Chairman of the Board of Realty
Center Management Corporation, a privately held
real estate management and investment company
with operations in five states. In 1995, a
partnership in which Mr. Parks was an officer of
the corporate general partner and which held real
property, filed for reorganization under Chapter
11. In 1996, the reorganization was dismissed and
the real property was sold.
Class II Directors, whose terms will expire in 2002:
Kenneth F. Yontz (b) Chairman of the Board of the Company since 56 2000
October 2000. President and Chief Executive
Officer of Sybron International from October 1987
until December 2000; Chairman of the Board of
Sybron International since December 1987;
President and Chief Executive Officer of the
company formerly known as Sybron Corporation and
acquired by Sybron International in 1987 from
February 1986 until September 1992; previously
Group Vice President and Executive Vice President
of the Allen-Bradley Company. Director of Playtex
Products, Inc., Viasystems Group, Inc. and Sybron
International Corporation.
Dennis B. Brown (b) Vice President -- Finance and Chief Financial 53 2000
Officer of Sybron International from January 1993
until December 2000, and Treasurer of Sybron
International from October 1993 until December
2000; previously served as President of Allen
Bradley Europe from March 1990 to January 1993,
and Treasurer of the Marmon Group, Inc. from 1987
to March 1990. Director of Merge Technologies
Incorporated.
Class III Directors, whose terms will expire in 2003:
Donald N. Ecker Co-Founder (with Robert W. Klemme) and Managing 54 2000
Director of CEO Strategic Solutions, LLC, a
consulting firm specializing in restructuring and
spin-off transactions, since January 1999;
retired as Senior Partner with Ernst & Young LLP
in December 1998; previously Co-Director for the
Center for Strategic Transactions and Director of
Entrepreneurial Services for Southern California.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR OF
NAME(A) AND BUSINESS EXPERIENCE AGE COMPANY SINCE
------- ----------------------- --- -------------
<S> <C> <C> <C>
Robert W. Klemme Founder and Managing Director of R K Capital, 55 2000
LLC, a private investment company, since December
2000; Co-Founder (with Donald N. Ecker) of CEO
Strategic Solutions, LLC, a consulting firm
specializing in restructuring and spin-off
transactions, since January 1999; President of
Entrepreneurial Capital Corporation from 1986
until 1996; previously Senior Vice President and
Regional Manager of Wells Fargo Bank-San Diego
and Wells Fargo Bank-Los Angeles.
</TABLE>
-------------------------
(a) See "Committees and Meetings of the Board of Directors" for memberships on
Board committees.
(b) As indicated above, prior to the Spin-Off on December 11, 2000, when the
Company became a separate publicly held company, the Company and its
subsidiaries were subsidiaries of Sybron International Corporation. Messrs.
Pickrell, Yontz, and Brown were executive officers of Sybron International
prior to the Spin-Off.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company has the following standing committees of the Board of
Directors, whose present members are as identified below. There is no standing
nominating committee.
Messrs. Ecker (Chairman), Parks, and Siart currently serve as members of
the Audit Committee. This committee met one time between the date it was
established (October 10, 2000) and the date of this Proxy Statement. The Audit
Committee is responsible for assisting the Board of Directors with respect to
its oversight of corporate accounting, reporting practices of the Company, and
the quality and integrity of the financial reports of the Company.
Messrs. Siart (Chairman), Klemme, and Parks serve as members of the
Compensation Committee. This committee met three times between the date it was
established (October 10, 2000) and the date of this Proxy Statement. The
Compensation Committee is responsible for making recommendations to the Board of
Directors concerning compensation of the Company's employees, officers and
directors, and is authorized to determine the compensation of executive officers
of the Company. The Compensation Committee is authorized to administer the
various incentive plans of the Company and has all of the powers attendant
thereto, including the power to grant employee stock options.
Since the date on which the present Board of Directors was constituted,
October 3, 2000, the Board has met three times, on October 10, 2000, October 31,
2000, and December 8, 2000. Each member of the Board of Directors has attended
all of the meetings held by the Board of Directors and the committees on which
he served, with the exception of Mr. Parks, who missed one of the Compensation
Committee meetings.
STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES
The Bylaws of the Company provide that any stockholder who is entitled to
vote for the election of directors at a meeting called for such purpose may
nominate persons for election to the Board of Directors subject to the following
notice requirements.
A stockholder desiring to nominate a person or persons for election to the
Board of Directors must send a written notice to the Secretary of the Company
setting forth: (i) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for
elections of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (ii) as to the stockholder giving
the notice (A) the name and address, as they appear on the Company's books, of
such stockholder and the name and address of the beneficial owner, if any, on
whose
6
<PAGE> 9
behalf the nomination is made, and (B) the class and number of shares of the
Company which are owned beneficially and of record by such stockholder and by
the beneficial owner, if any, on whose behalf the nomination is made. The Bylaws
require similar notice with respect to stockholder proposals for other actions
to be taken at a meeting of stockholders. See "Stockholder Proposals" below.
To be timely, such notice must be received at the principal executive
offices of the Company (i) in the case of an annual meeting, not less than 60
days nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting (any time from November 2, 2001 to and including December
2, 2001, with respect to the 2002 annual meeting) or (ii) in the event that the
date of the annual meeting is changed by more than 30 days from such anniversary
date and in the case of a special meeting, notice must be so received not later
than the close of business on the tenth day following the earlier of the day on
which notice of the date of the meeting was given or public disclosure of the
meeting date was made.
DIRECTORS' COMPENSATION
Directors of the Company are entitled to reimbursement of their reasonable
out-of-pocket expenses in connection with their travel to and attendance at
meetings of the Board of Directors or committees thereof. In addition, during
fiscal 2001, each director of the Company who is not also an employee of the
Company will receive an annual retainer of $20,000, except that the Chairman of
the Audit Committee will receive an annual retainer of $22,500, and a fee of
$1,000 for each meeting of the Board of Directors at which such director is
present. Each such director who is a member of a committee of the Board of
Directors will also receive a fee of $750 for each meeting of such committee at
which such director is present. There were no director fees paid during fiscal
2000 because the present Board of Directors was not constituted until after the
end of the fiscal year. In addition, each director who is not a full-time
employee of the Company will be automatically granted an option each year to
purchase 10,000 shares of Company common stock pursuant to the terms of the SDS
2000 Outside Directors' Stock Option Plan, at an exercise price equal to the
fair market value of the common stock on the date of grant. The initial grant
will be made on the date of the first meeting of the Board of Directors
following the 2001 Annual Meeting.
STOCKHOLDER RETURN COMPARISON
This Proxy Statement does not include a stockholder return performance
graph because the Company did not become an independent public company with
separately traded shares until after the end of the fiscal 2000 year. Therefore,
the Company has no share trading history to depict in a stockholder return
performance graph.
AUDIT COMMITTEE
The Board of Directors has adopted and approved a formal written charter
for the Audit Committee, a copy of which is attached to this Proxy Statement as
Appendix A. The Board of Directors has determined that the members of the Audit
Committee are "independent," as defined in the corporate governance listing
standards of the New York Stock Exchange relating to audit committees, meaning
that they have no relationships to the Company that may interfere with the
exercise of their independence from management and the Company.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors oversees and monitors the
participation of the Company's management and independent auditors throughout
the financial reporting process.
In connection with its function to oversee and monitor the financial
reporting process of the Company, the Audit Committee has done the following:
- reviewed and discussed the audited financial statements for the fiscal
year ended September 30, 2000 with the Company's management;
7
<PAGE> 10
- discussed with KPMG LLP, the Company's independent auditors, those
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU sec.380); and
- received the written disclosure and the letter from KPMG LLP required by
Independence Standards Board Standard No. 1 (Independence Discussions
with Audit Committees) and has discussed with KPMG LLP its independence.
Based upon the foregoing, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
annual report on Form 10-K for the fiscal year ended September 30, 2000.
AUDIT COMMITTEE
Donald N. Ecker, Chairman
James R. Parks
William E. B. Siart
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
This Proxy Statement does not include a report of the Compensation
Committee because the Company did not become an independent public company with
separately traded shares until after the end of the 2000 fiscal year.
8
<PAGE> 11
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes compensation awarded to, earned by or paid
to SDS' chief executive officer and each of its other four most highly
compensated executive officers for services rendered to SDS and its subsidiaries
(collectively, the "named executive officers") during its most recent fiscal
year, except that in the case of Mr. Tomassi the services were also for the
benefit of Sybron International and its other subsidiaries. Also included in the
table is comparable compensation information for those individuals for fiscal
years 1998 and 1997. The information reported in the table represents
compensation information for periods prior to the Spin-Off, during which time
the Company (which did not exist until July 2000) and/or its subsidiaries were
subsidiaries of Sybron International. The principal positions shown in the table
are as of the date of the Spin-Off.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------ -------------------------- -------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(A) ($) (#)(B) ($) ($)(C)
--------------------------- ---- ------ ----- ------------ ---------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Floyd W. Pickrell, Jr.... 2000 418,750 0 12,457 0 0 0 4,500
President and Chief 1999 392,500 424,000 12,053 0 0 0 4,286
Executive Officer 1998 363,750 388,500 11,155 0 578,000 0 4,286
Stephen J. Tomassi....... 2000 182,900 150,990 2,610 0 5,788 0 4,439
Vice President -- 1999 166,000 167,637 2,610 0 4,500 0 4,543
General Counsel 1998 153,333 104,004 2,610 0 14,744 0 4,044
and Secretary
Gregory D. Waller........ 2000 167,129 124,758 2,610 0 5,428 0 4,686
Vice President -- 1999 161,000 98,538 2,610 0 14,488 0 4,857
Finance, Chief 1998 151,667 94,080 2,610 0 4,728 0 4,078
Financial Officer and
Treasurer
Daniel E. Even........... 2000 181,218 159,382 2,610 0 5,888 0 5,204
President, Ormco 1999 171,667 125,928 2,610 0 14,768 0 5,588
Corporation 1998 149,667 117,810 2,610 0 29,592 0 4,512
Steven J. Semmelmayer.... 2000 181,218 159,382 2,610 0 5,888 0 4,858
President, Kerr 1999 171,667 125,928 2,610 0 14,768 0 5,502
Corporation 1998 150,833 117,810 2,610 0 29,632 0 4,151
</TABLE>
-------------------------
(a) Consists of tax gross-up payments -- amounts reimbursed during the fiscal
year for the payment of taxes with respect to personal benefits. In each
case, the personal benefits do not exceed the SEC's disclosure obligation
thresholds and are therefore not included in the table.
(b) Consists entirely of stock options.
(c) Consists entirely of employer matching contributions to the 401(k) plan.
9
<PAGE> 12
STOCK OPTIONS
Stock Option Grants. The following table sets forth information concerning
stock options granted by Sybron International to the named executive officers
during fiscal 2000 when they were employees of Sybron International. Since SDS
did not become an independent company with separately traded shares until after
the end of fiscal 2000, the Company did not grant any options in fiscal 2000. No
stock appreciation rights have been granted by either company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT POTENTIAL REALIZABLE
OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/ ANNUAL RATES OF
SECURITIES SARS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS/ EMPLOYEES OR BASE OPTION TERM
SARS IN FISCAL PRICE EXPIRATION ---------------------
NAME GRANTED(A)(#) YEAR(B) ($/SH) DATE 5%($) 10%($)
---- ------------- ---------- -------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Floyd W. Pickrell, Jr. ........... 0 0 -- -- -- --
Stephen J. Tomassi................ 5,788 .85% 22.93 2/2/2010 93,554 227,583
Gregory D. Waller................. 5,428 .80% 22.93 2/2/2010 87,735 213,427
Daniel E. Even.................... 5,888 .87% 22.93 2/2/2010 95,170 231,515
Steven J. Semmelmayer............. 5,888 .87% 22.93 2/2/2010 95,170 231,515
</TABLE>
-------------------------
(a) Consists entirely of nonqualified stock options granted pursuant to the
Sybron International Amended and Restated 1993 Long Term Incentive Plan.
Each of these options vests in equal annual installments on each of the
first four anniversaries following the grant date provided the optionee is
still an employee at that time. Each option was granted with an exercise
price equal to the market value of Sybron International's common stock on
the date of grant. Upon a "change of control" of the company, the options
shall become immediately exercisable. In the discretion of the committee
administering the plan, the exercise price may be paid by delivery of
already owned shares and tax withholding obligations related to exercise may
be satisfied by withholding shares otherwise deliverable upon exercise,
subject to certain conditions. The committee has the power, subject to the
limitations of the plan, to amend the terms and conditions of any
outstanding stock option to the extent such terms and conditions are within
the discretion of the committee as provided in the plan.
(b) Based on stock options grants made to employees of Sybron International and
its subsidiaries during fiscal 2000 for an aggregate of 680,040 shares of
common stock.
Stock Option Exercises. The following table sets forth information for each
of the named executive officers concerning Sybron International stock options
exercised during fiscal year 2000 and the number and value of Sybron
International stock options outstanding at the end of fiscal 2000. Since SDS did
not become an independent company with separately traded shares until after the
end of fiscal 2000, no executive officers had any outstanding SDS stock options
as of the end of fiscal 2000. No stock appreciation rights have been granted by
either company and therefore none are outstanding.
10
<PAGE> 13
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES (A)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END(#) FISCAL YEAR-END($)(B)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Floyd W. Pickrell,
Jr................... 0 N/A 382,720 289,000 1,356,011 0
Stephen J. Tomassi..... 0 N/A 140,439 17,689 1,893,217 10,793
Gregory D. Waller...... 46,792 868,829 5,986 19,826 443 16,382
Daniel E. Even......... 210,200 4,385,895 6,250 32,902 0 16,569
Steven J. Semmelmayer 239,826 6,437,859 38,278 32,922 233,622 16,573
</TABLE>
-------------------------
(a) Consists entirely of stock options.
(b) Based on the September 30, 2000, $24.00 closing price of Sybron
International Common Stock on the New York Stock Exchange as the end of the
fiscal year.
Exchange of Stock Options in the Spin-Off. In connection with the Spin-Off,
the Company's officers and employees were allowed to exchange their Sybron
International stock options for stock options of the Company having an aggregate
intrinsic value (the spread between the market value and exercise price of the
option shares) equal to the aggregate intrinsic value of the Sybron
International stock options exchanged immediately prior to the Spin-Off and an
exercise price that maintained the ratio of the exercise price per share to the
market value per share of the Sybron International stock options exchanged
immediately prior to the Spin-Off. All of the named executive officers exchanged
their outstanding Sybron International stock options for SDS stock options in
connection with the Spin-Off. For these SDS stock options, the exercise price
and the number of shares of SDS Common Stock subject to each option were
determined by adjusting the exercise price and the number of shares subject to
the corresponding Sybron International stock option exchanged under an
adjustment formula, designed to preserve the aggregate intrinsic value and
exercise price to market value relationship referred to above, based on the
relationship between the trading prices on the New York Stock Exchange of Sybron
International Common Stock and SDS Common Stock trading on a "when issued"
basis, during the period of "when issued" trading ending on the date of the
Spin-Off. Other than the adjustment of the exercise price and the number of
shares subject to each option, the terms of the SDS stock options received in
exchange for Sybron International stock options are the same as the terms of the
Sybron International stock options for which they were exchanged. In connection
with the Spin-Off, a total of 1,320,515 Sybron International Stock options held
by officers and employees of SDS were exchanged for 2,331,214 SDS employee stock
options. The SDS stock options issued in exchange for Sybron International stock
options were issued under SDS's 2000 Long-Term Incentive Plan.
Grant of Options by SDS after the Spin-Off. As expected, following the
Spin-Off, on December 14, 2000, the Company granted stock options to acquire
shares of SDS Common Stock to a number of its employees, including each of the
named executive officers. Specifically, the Company granted options to purchase
approximately 2,000,000 shares of SDS Common Stock to the executive officers of
SDS, including options for the following number of shares to each of the named
executive officers: Mr. Pickrell, 496,278; Mr. Tomassi, 223,325; Mr. Waller,
223,325; Mr. Even, 223,325; and Mr. Semmelmayer, 223,325. The Company also
granted options to purchase approximately 962,000 shares of SDS Common Stock to
other employees of the Company. The exercise price of those options is $15.4375
per share, equal to the fair market value of the underlying SDS Common Stock on
the date of the grant.
EMPLOYMENT AGREEMENTS
All of the named executive officers have entered into employment agreements
with the Company as of December 11, 2000. Pursuant to each of their respective
employment agreements, these executive officers have agreed to serve in their
respective executive officer capacities, and each is to devote his full time to
the performance of his duties thereunder. The employment agreements of Messrs.
Pickrell, Tomassi, Waller,
11
<PAGE> 14
Even, and Semmelmayer provided for fiscal year 2001 base salaries of $500,000,
$225,000, $225,000, $225,000, and $225,000, respectively, which base salaries
are subject to annual merit increases at the discretion of the Compensation
Committee. In addition, these executives are entitled to benefits customarily
accorded executives of the Company and its subsidiaries, including participation
in the Company's Senior Executive Incentive Compensation Plan.
The employment agreements may be terminated at the election of the
executive upon 45 days' advance written notice to SDS, by SDS, or as a result of
the executive's retirement, disability or death. Upon termination of an
executive's employment by SDS for "cause" (as defined in the employment
agreement) or by the executive, the executive is entitled to receive any unpaid
compensation through the date of termination. In the event of the executive's
termination of employment by SDS without cause, the executive will be entitled
to continue to receive the executive's then current base salary for a period of
twelve months following the termination of employment and an amount equal to the
incentive award that would have been earned by the executive for the fiscal year
in which the executive's employment is terminated, adjusted, however, by the
percentage of the fiscal year in which the executive was actively employed. In
the event of the executive's death or permanent disability, the executive, his
beneficiaries or estate, as the case may be, will be entitled to continue to
receive the executive's then current base salary for a period of twelve months
following the termination of employment as a result of such event.
Each of the employment agreements provides that if an event constituting a
"change in control" (as defined in the employment agreement) shall have
occurred, the executive officer is entitled to receive a severance payment equal
to 2.99 times such officer's "base amount," as defined under Section 280G(b)(3)
of the Internal Revenue Code, upon the termination of his employment with SDS or
its subsidiaries, unless such termination is (a) because of death or retirement,
(b) by SDS or any of its subsidiaries for total disability or "cause," or (c) by
such executive officer other than for "good reason." SDS must require any
successor to assume SDS's obligations pursuant to the employment agreements. If
the Company fails to do this, the executives will be entitled to the same
benefits they would receive if they terminated the employment agreements on the
date of succession for good reason following a change in control. The employment
agreements also subject the executives to confidentiality obligations, and
contain restrictions on their soliciting clients and employees of SDS for a
period of two years following termination of the employment agreement.
PENSION BENEFIT PLANS
Retirement Plan. The Company has a Retirement Security Plan (the
"Retirement Plan") for certain U.S. employees who are not covered by a
collective bargaining agreement, including its executive officers. The plan is a
"career average" type plan. The benefit formula directly relates to annual
salary, length of service and Social Security covered compensation. To the
extent that pension benefits exceed the benefit limits and limits on covered
compensation imposed by the Employee Retirement Income Security Act of 1974, as
amended, the Company plans to make the appropriate payments under the unfunded
pension plan described below as they become due. The total compensation covered
by the Retirement Plan (including unfunded amounts) is the amount shown in the
salary and bonus columns of the Summary Compensation Table.
Annual pension benefits expected to be distributed upon retirement
(normally at age 65) to most executive officers of the Company, including the
named executive officers, are equal to the sum of past and future service
benefit formulas. Past service benefit (for service prior to January 1, 1987) is
an amount equal to the sum of (a) 0.0105 times the average annual pay for the
employee's final three years, up to the Social Security covered compensation for
1987, plus (b) 0.015 times the average annual pay for the employee's final three
years, in excess of the Social Security covered compensation in 1987, which sum
is multiplied by the total number of years of credited service before January 1,
1987. The amount so calculated is reduced by the amount of any benefit the
participant is eligible to receive from a prior pension plan or due to
participation in any prior profit sharing plan. Future service benefit (for
service since January 1, 1987) for credited service not in excess of 35 years is
an amount equal to the sum of all future year annual benefits calculated for
each year as 0.0105 times annual pay up to the Social Security covered
compensation for that year plus 0.015 times annual pay in excess of the Social
Security Covered Compensation of that year. Future service benefit for credited
service in excess of 35 years is an amount equal to 0.014 times a participant's
annual salary for such
12
<PAGE> 15
year. The Company may from time to time move the past service formula to a more
current date which would have the effect of increasing the amount of average
compensation upon which benefits are calculated.
The following table illustrates the projected annual pension benefits
payable for life (without provision for survivor pension) from the Retirement
Plan and, where applicable, the Unfunded Plan described below, upon retirement
at age 65, to the executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
ASSUMED
PROJECTED ADDITIONAL FULL YEARS OF
NAME OF ANNUAL RETIREMENT YEARS SERVICE AS OF
INDIVIDUAL BENEFIT AT AGE 65* OF SERVICE SEPT. 30, 2000
---------- ------------------ ---------- --------------
<S> <C> <C> <C>
Floyd W. Pickrell, Jr.................... $164,641 10 27
Stephen J. Tomassi....................... $115,981 17 12
Gregory D. Waller........................ $101,334 14 18
Daniel E. Even........................... $120,985 17 21
Steven J. Semmelmayer.................... $140,792 22 21
</TABLE>
-------------------------
* Assumes no salary increases.
Unfunded Pension Plan. The Company also maintains an unfunded,
non-qualified retirement plan providing benefits to employees of the Company in
excess of the limitations set forth under section 415 of the Code (the "Unfunded
Plan"). The individuals named in the Summary Compensation Table and executives
as a group are eligible to participate in the Unfunded Plan.
Under the Unfunded Plan, benefits are paid from a Rabbi Trust sponsored by
the Company. Participants are entitled to a monthly benefit upon their
retirement equal to the actuarial value of the benefit that would be payable to
the participant if the provisions of the Retirement Plan dealing with limits on
pensions pursuant to Code section 415 were inapplicable.
The compensation covered by the Unfunded Plan includes salary, bonus, and
deferred compensation payable to the participant for services rendered. The
compensation in the salary and bonus columns of the Summary Compensation Table,
above, includes each of these elements. For Mr. Pickrell, the benefit was
calculated using his 2000 calendar year base salary of $430,769. Benefits under
the Unfunded Plan are computed on a straight-life annuity basis, and are subject
to an offset of the actuarial value of benefits payable to participants under
the terms of the Retirement Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SPIN-OFF TRANSACTIONS AND AGREEMENTS
In order to effect the Spin-Off, Sybron International and the Company
entered into a number of interrelated agreements which define the ongoing
relationship between the parties after the Spin-Off. Because these agreements
were negotiated while the Company was a wholly owned subsidiary of Sybron
International, they are not the result of negotiations between independent
parties, although Sybron International and the Company have set pricing terms
for interim services believed to be comparable to what could be achieved through
arm's-length negotiations.
Contribution Agreement. Pursuant to the Contribution Agreement, Plan and
Agreement of Reorganization and Distribution, immediately prior to the Spin-Off,
all of the capital stock of Sybron Dental Management, Inc. ("SDM") (formerly
known as Sybron Dental Specialties, Inc.), which owns, directly or indirectly,
the stock or other equity interests in the subsidiaries that held substantially
all of the assets and liabilities of Sybron International's dental business, was
transferred by Sybron International to SDS along with certain other assets
relating to the dental business. Under this agreement, prior to such transfer,
Sybron International paid SDM the amount necessary to settle all intercompany
loans and advances made to Sybron International by SDM, and SDM paid Sybron
International a dividend of $67.9 million representing
13
<PAGE> 16
difference between $375 million and the actual allocation of Sybron
International bank debt to SDM as of the Distribution.
Assignment and Assumption Agreement. Pursuant to the General Assignment,
Assumption and Agreement Regarding Litigation, Claims and Other Liabilities, in
general the Company and its U.S. subsidiaries will indemnify Sybron
International and its subsidiaries and affiliates against liabilities,
litigation and claims actually or allegedly arising out of the dental business,
including discontinued operations within the dental business. Similarly, Sybron
International and its U.S. subsidiaries will indemnify the Company and its
subsidiaries and affiliates against liabilities, litigation and claims actually
or allegedly arising out of its laboratory business, including discontinued
operations within the laboratory business, and other items not transferred to
the Company. In circumstances in which any liability of Sybron International and
the Company is joint, the parties will share responsibility for such liability
on a mutually agreed upon basis consistent with the allocation of the business
segments.
Trade Name Assignment and Transitional Trade Name Use and License
Agreement. Pursuant to the Trade Name Assignment and Transitional Trade Name Use
and License Agreement, the unregistered trade name "Sybron" was transferred to
the Company, subject to a royalty free, nontransferable, nonexclusive license
for Sybron International to continue to use the name for a period of one year
after the Spin-Off in order to give Sybron International the necessary time to
change its name to Apogent Technologies Inc. and to cease using the name
"Sybron" in its and its subsidiaries' businesses.
Insurance Matters Agreement. The Insurance Matters Agreement governs the
rights and obligations of Sybron International and the Company with respect to
various pre-existing contracts insuring Sybron International and covering risks
associated with, or arising out of, Sybron International's dental business. The
types of policies covered by the Insurance Agreement include, without
limitation, automobile liability, comprehensive and general liability. The
Insurance Matters Agreement also establishes certain procedures for dealing with
pending litigation, new litigation and the resolution of disputes between the
parties concerning that agreement.
Employee Benefits Agreement. Various Sybron International employee benefit
plans were modified to reflect the fact that they will no longer cover employees
of the dental business, and the Company created new employee benefit plans on
behalf of its employees. The Employee Benefits Agreement sets forth the
agreements of the Company and Sybron International regarding this transition.
Tax Indemnification Agreement. The Tax Sharing and Indemnification
Agreement will govern the allocation of certain tax responsibilities between
Sybron International and its subsidiaries on the one hand and the Company and
its subsidiaries on the other hand after the Spin-Off. The Tax Indemnification
Agreement defines each company's rights and obligations with respect to
deficiencies and refunds of federal, state and other taxes relating to the
business operations for tax years (or portions thereof) ending on or prior to
the Spin-Off and with respect to certain tax attributes of the companies after
the Spin-Off. The Tax Indemnification Agreement also specifies the parties'
respective obligations in connection with any audit or investigation concerning
any federal, state or other taxes or in the event the Spin-Off is subsequently
determined not to qualify as tax-free for U.S. federal income tax purposes.
Interim Administrative Services Agreement. Sybron International and the
Company entered into an Interim Administrative Services Agreement which will
govern the administrative and financial services that Sybron International will
continue to provide to the Company on an interim basis and those which the
Company will provide to Sybron International. In general, Sybron International
will provide specified accounting, tax management, legal and cash management
services to the Company and the Company will provide certain insurance and risk
management services to Sybron International, for a period of up to six months
after the Spin-Off. Each party will compensate the other at negotiated amounts
which, the Company believes, will be comparable to rates the Company could have
achieved through arm's-length negotiations and approximate current intercompany
allocations.
Confidentiality and Nondisclosure Agreement. The Company and Sybron
International entered into a Confidentiality and Nondisclosure Agreement
whereby, subject to certain exceptions, each party will agree to
14
<PAGE> 17
treat as confidential and not disclose certain proprietary and other
confidential information belonging to the other.
LOAN TO MR. TOMASSI
On September 1, 2000, one of SDS's subsidiaries provided Mr. Tomassi with a
three-year, unsecured interest-free loan in the amount of $400,000 for the
purpose of making a down payment on a house to be purchased in connection with
Mr. Tomassi's transfer to California. The subsidiary has also agreed to gross up
Mr. Tomassi's income in an amount equal to any tax obligations incurred by Mr.
Tomassi on the basis of income imputed to him due to the interest-free nature of
the loan. The note is payable in three annual installments of $100,000, $100,000
and $200,000, respectively, on September 1, 2001, 2002 and 2003. Interest
accrues on any past due amounts at the rate of 10% per annum until paid.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors, its executive officers, and any persons who beneficially
own more than 10% of the Company's Common Stock are required to report their
initial ownership of Company Common Stock and subsequent changes in that
ownership to the Securities and Exchange Commission and the New York Stock
Exchange. Specific due dates for those reports have been established and the
Company is required to disclose in this Proxy Statement any failure to file by
those due dates during the most recent fiscal year. No such reports were
required in fiscal 2000 because the Spin-Off occurred after the end of the
fiscal year.
INDEPENDENT PUBLIC ACCOUNTANTS
Acting on the recommendation of the Audit Committee, the Board of Directors
has selected the public accounting firm of KPMG LLP as the Company's independent
auditors for the current fiscal year. A representative of KPMG LLP is expected
to be present at the Annual Meeting to respond to appropriate questions and will
be given an opportunity to make a statement on behalf of KPMG LLP, if desired.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if any other matters are properly brought before the
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote in accordance with their judgment on such matters.
STOCKHOLDER PROPOSALS
Stockholder proposals for the 2002 Annual Meeting of Stockholders of the
Company must be received no later than August 31, 2001 at the Company's
principal executive offices, 1717 West Collins Avenue, Orange, California 92867,
directed to the attention of the Secretary, in order to be considered for
inclusion in next year's annual meeting proxy material under the Securities and
Exchange Commission's proxy rules. Under the Company's Bylaws, written notice of
stockholder proposals for the 2002 Annual Meeting of Stockholders of the Company
which are not intended to be considered for inclusion in next year's annual
meeting proxy material (stockholder proposals submitted outside the processes of
Rule 14a-8) must be received no later than December 2, 2001 and no earlier than
November 2, 2001 at such offices, directed to the attention of the Secretary,
and such notice must contain the information specified in the Company's Bylaws.
15
<PAGE> 18
The foregoing notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ Stephen S. Tomassi
STEPHEN J. TOMASSI
Secretary
December 29, 2000
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
2000 HAS BEEN PROVIDED WITH THIS PROXY STATEMENT. THE COMPANY WILL PROVIDE TO
ANY STOCKHOLDER, WITHOUT CHARGE, UPON WRITTEN REQUEST OF SUCH STOCKHOLDER, AN
ADDITIONAL COPY OF SUCH ANNUAL REPORT. SUCH REQUESTS SHOULD BE ADDRESSED TO
DIANE THOMAS, SYBRON DENTAL SPECIALTIES, INC., 1717 WEST COLLINS AVENUE, ORANGE,
CALIFORNIA 92867.
16
<PAGE> 19
APPENDIX A
SYBRON DENTAL SPECIALTIES, INC.
AUDIT COMMITTEE CHARTER
AUDIT COMMITTEE PURPOSE
The Audit Committee is appointed by the Board of Directors to assist the
Board in monitoring (1) the integrity of the financial statements of the
Company, (2) the independence and performance of the Company's external
auditors, and (3) the compliance by the company with legal and regulatory
requirements.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the performance of its
duties.
AUDIT COMMITTEE COMPOSITION AND MEETINGS
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall meet the independence and experience
requirements of the New York Stock Exchange.
Audit Committee members shall be appointed by the Board. If an audit
committee Chairperson is not designated or present, the members of the Committee
may designate a Chairperson by majority vote of the Committee membership.
The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. The Audit Committee Chairperson shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive session at least annually with management, the
independent auditors, and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed. In addition, the
Committee or its Chairperson should communicate with management and the
independent auditor quarterly to review the Company's financial statements and
significant findings based upon the auditors limited review procedures.
AUDIT COMMITTEE ACTIVITIES
The Audit Committee shall do the following to assist the Board in its
monitoring activities:
REVIEW PROCEDURES
1. Review and reassess the adequacy of this Charter at least annually. Submit
the charter to the Board of Directors for approval and have the document
published at least every three years in the accordance with Securities and
Exchange Commission regulations.
2. Review the Company's annual audited financial statements prior to filing or
distribution. The review should include discussion with management and
independent auditors of significant issues regarding accounting principles,
practices, and judgments.
3. In consultation with the management and the independent auditors, consider
the integrity of the Company's financial reporting processes and controls.
Discuss significant financial risk exposures and the steps management has
taken to monitor, control, and report such exposures. Review significant
findings prepared by the independent auditors together with management's
responses.
4. Review with financial management and the independent auditors the Company's
quarterly financial results prior to the release of earnings and/or the
Company's quarterly financial statements prior to filing or distribution.
Discuss any significant changes to the Company's accounting principles and
any items required to be communicated by the independent auditors in
accordance with AICPA SAS 61 (see item 9). The Chairperson of the Committee
may represent the entire Audit Committee for purposes of this review.
A-1
<PAGE> 20
INDEPENDENT AUDITORS
5. The independent auditors are ultimately accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall review the
independence and performance of the auditors and annually recommend to the
Board of Directors the appointment of the independent auditors or approve
any discharge of auditors when circumstances warrant.
6. Approve the fees and other significant compensation to be paid to the
independent auditors.
7. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.
8. Review the independent auditors audit plan -- discuss scope, staffing,
locations, reliance upon management, and general audit approach.
9. Prior to releasing the year-end earnings, discuss the results of the audit
with the independent auditors. Discuss certain matters required to be
communicated to audit committees in accordance with AICPA SAS 61.
10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.
COMPLIANCE AND OTHER MATTERS
11. On at least an annual basis, review with the Company's counsel any legal
matters that could have a significant impact on the organization's financial
statements, the Company's compliance with applicable laws and regulations,
and inquiries received from regulators or governmental agencies.
12. Annually prepare a report to shareholders as required by the Securities and
Exchange Commission. The report should be included in the Company's annual
proxy statement.
13. Perform any other activities consistent with this Charter as the Committee
or the Board deems necessary or appropriate.
14. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.
15. Establish, review and update periodically a Code of Ethical Conduct and
review whether management has established a system to enforce this Code.
16. Review financial and accounting personnel succession planning within the
company.
While the Audit Committee will perform the functions and has the powers set
forth in this Charter, it is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Company's financial statements are
complete and accurate and are in compliance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Nor is it the duty of the Audit Committee to conduct investigations, to
resolve disagreements, if any, between management and the independent auditor or
to assure compliance with laws and regulations and the Company's Code of Ethical
Conduct.
2098-PS-01
A-2
<PAGE> 21
SYBRON DENTAL SPECIALTIES, INC.
2001 Annual Meeting of Stockholders
January 31, 2001
11:00 a.m. P.S.T.
You May Vote by Telephone, by Internet, or by Mail
(see Instructions on reverse side)
YOUR VOTE IS IMPORTANT
PROXY
SYBRON DENTAL SPECIALTIES, INC.
This proxy is Solicited on Behalf of the Board of Directors
Floyd W. Pickrell, Jr., Gregory D. Waller and Stephen J. Tomassi, or any of
them, with the power of substitution to each, are hereby authorized to
represent the undersigned at the Annual Meeting of Stockholders of Sybron
Dental Specialties, Inc. to be held in Palm Desert, California, on
Wednesday, January 31, 2001, at 11:00 a.m., Pacific Standard Time, and to
vote the number of shares which the undersigned would be entitled to vote
if personally present on the matters listed on the reverse side hereof and
in their discretion upon such other business as may properly come before
the Annual Meeting and any and all adjournments thereof, all as set out in
the Notice and Proxy Statement relating to the meeting, receipt of which is
hereby acknowledged.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, SIGN AND
DATE THIS CARD IN THE SPACES ON THE REVERSE SIDE; NO BOXES NEED TO BE
CHECKED.
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SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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Vote by Telephone Vote by Internet
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It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone confirmed and posted.
1-877-PRX-VOTE.
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Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement and 1. Read the accompanying Proxy Statement and
Proxy Card. Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE. http://www.eproxyvote.com/syd
3. Enter your 14-digit Voter Control Number 3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name. located on your Proxy Card above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
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Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/syd anytime!
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Do not return your Proxy Card if you are voting by Telephone or Internet
DETACH HERE
[X] Please mark votes as in this sample.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF DIRECTORS. THIS
PROXY WILL BE VOTED AS YOU DIRECT; IN THE ABSENCE OF SUCH DIRECTION, IT WILL BE
VOTED "FOR" EACH OF THESE MATTERS.
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1. ELECTION OF DIRECTORS
Nominated: (01) Floyd W. Pickrell, Jr., (02) William E. B.
Siart and (03) James R. Parks.
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES
[ ]
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For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
Please sign your name as it appears hereon. Joint owners should each
sign. Executors, administrators, trustees, etc., should give full
title as such. If the signer is a corporation, please sign in full
corporate name by a duly authorized officer.
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Signature: Date: Signature: Date:
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