<PAGE> 1
Registration No. 333-
-----
As filed with the Securities and Exchange Commission on November 17, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
SYBRON DENTAL SPECIALTIES, INC.
(FORMERLY KNOWN AS SDS HOLDING CO.)
(Exact name of registrant as specified in its charter)
DELAWARE 33-0920985
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1717 West Collins Avenue
Orange, California 92867
(Address of Principal Executive Offices) (Zip Code)
---------------
SYBRON DENTAL SPECIALTIES, INC.
2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
------------------------
STEPHEN J. TOMASSI
Vice President--General Copy to:
Counsel and Secretary BRUCE C. DAVIDSON
Sybron Dental Specialties, Inc. Quarles & Brady LLP
1717 West Collins Avenue 411 East Wisconsin Avenue
Orange, California 92867 Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(714) 516-7400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE (2) REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share, 300,000 (2) $1,323,000 $350
and associated Preferred Stock Purchase
Rights
====================================================================================================================================
</TABLE>
<PAGE> 2
(1) Each share of Common Stock will have attached thereto one Preferred
Stock Purchase Right issued pursuant to the Registrant's Rights
Agreement. Pursuant to Rule 416(a) under the Securities Act of 1933
(the "Securities Act"), this Registration Statement also relates to
such indeterminate number of additional shares of Common Stock of the
Registrant (and associated Rights) as may be issuable as a result of
stock splits, stock dividends or similar transactions, as described in
the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act. In the absence of a
trading market for the Common Stock prior to filing of this
Registration Statement, the proposed maximum aggregate offering price
and amount of registration fee are calculated on the basis of an
estimated book value per share of $4.41 as of September 30, 2000. In
accordance with the terms of the Plan, the actual offering price of
each share of Registrant's Common Stock covered by an option granted
under the Plan shall be 100% of the Fair Market Value (as defined in
the Plan) of such stock on the date the option is granted. No separate
consideration will be received for the Rights, which initially will
trade together with the Common Stock.
================================================================================
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Sybron Dental
Specialties, Inc. (formerly SDS Holding Co.) (the "Registrant" or "SDS")
(Commission File No. 001-16057) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and are incorporated herein by reference:
- The Registrant's Registration Statement on Form 10, as amended,
declared effective by the Commission on November 9, 2000 (the
"Form 10").
- The description of the Registrant's Common Stock and the
Preferred Stock Purchase Rights contained in the Form 10,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from their
respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See second bullet point in Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
LIMITATIONS ON LIABILITY OF DIRECTORS
SDS's restated certificate of incorporation provides that no director
of SDS shall be personally liable to SDS or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exemption from liability or limitation of liability is not permitted under the
Delaware General Corporation Law, as now in effect or as amended in the future.
As presently in effect, the Delaware General Corporation Law does not
eliminate or limit the liability of any director:
- for any breach of the director's duty of loyalty to the
corporation or its stockholders;
- for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
1
<PAGE> 4
- for unlawful payments of dividends, unlawful stock purchases or
redemptions; or
- for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended in the future to
authorize the further elimination or limitation of director liability, the
liability of directors will be limited or eliminated in accordance with those
changes. Any repeal or modification of the director liability provisions of
SDS's charter will not have any effect on a director's liability with respect to
acts or omissions occurring prior to the repeal or modification.
INDEMNIFICATION AND INSURANCE
Delaware Law. SDS is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was, is or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that the person
is or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding, provided the person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
illegal.
A Delaware corporation may indemnify any person who was, is or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation by reason of the fact that the person
was a director, officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit, provided the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation.
To the extent that a present or former director or officer has been
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him or her against the expenses which the
officer or director has actually and reasonably incurred.
Section 145 also authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against the person and incurred by the person in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.
Certificate of Incorporation. In its restated certificate of
incorporation, SDS has agreed to indemnify its directors and officers to the
fullest extent authorized or permitted by the Delaware General Corporation Law,
as now in effect or as in effect at a future date. Any repeal or modification of
the director and officer indemnification provisions of SDS's charter will not
have any effect on directors' or officers' rights to indemnification with
respect to acts or omissions occurring prior to the repeal or modification.
Bylaws; Other Provisions for Indemnification. SDS's bylaws contain
provisions that generally parallel the indemnification provisions of the
Delaware General Corporation Law and cover certain procedural matters not dealt
with in the Delaware General Corporation Law. Furthermore, certain of SDS's
officers or directors are also officers or directors of subsidiaries of SDS and,
as a result, such officers or directors may be entitled to indemnification
pursuant to provisions of such subsidiaries' governing corporate laws, articles
of incorporation and bylaws. SDS also expects to enter into indemnification
2
<PAGE> 5
agreements with each of its directors and executive officers which will provide
certain contractual indemnity rights to those individuals.
Insurance. The directors and officers of SDS will be covered by
directors' and officers' insurance policies maintained by SDS.
ITEM 7. EXEMPTION FROM THE REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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 of 1933;
(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. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective 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) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with the Commission 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be
3
<PAGE> 6
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
. . . .
(h) Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.
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.
4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orange, State of California, on November 17, 2000.
SYBRON DENTAL SPECIALTIES, INC.
By: /s/ GREGORY D. WALLER
------------------------------------
Gregory D. Waller
Vice President-Finance,
Chief Financial
Officer and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Floyd W. Pickrell, Jr., Gregory D.
Waller and Stephen J. Tomassi, 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 any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully 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 thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*
Signature Title
--------- -----
/s/ FLOYD W. PICKRELL, JR.
---------------------------------- President, Chief Executive Officer and
Floyd W. Pickrell, Jr. Director (Principal Executive Officer of
the Registrant)
/s/ GREGORY D. WALLER Vice President-Finance, Chief Financial
---------------------------------- Officer and Treasurer (Principal
Gregory D. Waller Financial Officer and Principal
Accounting Officer of the Registrant)
/s/ KENNETH F. YONTZ Director
----------------------------------
Kenneth F. Yontz
/s/ DENNIS BROWN Director
----------------------------------
Dennis Brown
/s/ DONALD N. ECKER Director
----------------------------------
Donald N. Ecker
/s/ ROBERT W. KLEMME Director
----------------------------------
Robert W. Klemme
/s/ JAMES R. PARKS Director
----------------------------------
James R. Parks
/s/ WILLIAM E.B. SIART Director
----------------------------------
William E.B. Siart
*Each of these signatures is affixed as of November 17, 2000.
S-1
<PAGE> 8
SYBRON DENTAL SPECIALTIES, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 001-16057)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
------ ----------- -------------------- --------
<S> <C> <C> <C>
4.1 Restated Certificate of Incorporation Exhibit 3.1 to Registrant's Registration
Statement on Form 10, as amended, declared
effective by the Commission on November 9,
2000 (File No. 001-16057) (the "Form 10").
4.2 Bylaws Exhibit 3.2 to the Form 10
4.3 Form of Rights Agreement between Exhibit 4.1 to the Form 10
the Registrant and EquiServe Trust
Company, N.A., as Rights Agent,
including the Form of Certificate of
Designation, Preferences and Rights of
Series A Preferred Stock (Exhibit A),
Form of Rights Certificate (Exhibit B),
and Form of Summary of Rights
(Exhibit C)
5.1 Opinion of Stephen J. Tomassi, Vice X
President--General Counsel and
Secretary of Registrant, as to the
legality of the securities to be issued
23.1 Consent of KPMG LLP X
23.2 Consent of Stephen J. Tomassi Contained
in opinion
filed as
Exhibit 5.1
24.1 Powers of Attorney Signatures
page to this
Registration
Statement
99.1 2000 Outside Directors' Stock Option Exhibit 10.2 to the Form 10
Plan
</TABLE>
E-1
