As filed with the Securities and Exchange Commission on April 12, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DENTSPLY International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
39-1434669
(I.R.S. Employer
Identification No.)
570 West College Avenue
York, Pennsylvania 17405-0872
(717) 845-7511
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
John C. Miles II
DENTSPLY International Inc.
570 West College Avenue
York, Pennsylvania 17405-0872
(717) 845-7511
(Name, address, including zip code, and
telephone number, including area code,
of agent for service) Copy to:
Brian Addison
General Counsel and Secretary
DENTSPLY International Inc.
570 West College Avenue
York, Pennsylvania 17405-0872
(717) 849-4363
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ----------------
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share(1) Price Fee(1)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 145,000 $22.375 $3,244,375 $902.00
<FN>
(1) Estimated solely for the purpose of calculating the registration fee;
computed in accordance with Rule 457(c) on the basis of the average of
the high and low sales prices for the Common Stock on April 8, 1999
as reported on The Nasdaq National Market.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
DENTSPLY INTERNATIONAL INC.
145,000 Shares
Common Stock
(par value $.01 per share)
-----------------------
This Prospectus relates to the public offering of 145,000 shares of Common
Stock which are held by certain of our current stockholders who are named in
this Prospectus and by their pledgees, donees, transferees or other successors
in interest that receive such shares as a gift or other non-sale related
transfer (the "Selling Stockholders"). All of the shares were issued by the
Company in connection with the acquisition of certain assets from High Tech
Medical Instrumentation, Inc. ("HTMI"). The Shares were issued pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), provided by Rule 505 under the Securities Act.
The prices at which the Selling Stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. DENTSPLY will not receive any of the proceeds from the sale of the
shares.
DENTSPLY's Common Stock is quoted on The Nasdaq National Market under the
symbol "XRAY." The last reported sale price of the Common Stock on The Nasdaq
National Market on April 9, 1999 was $22.625 per share. DENTSPLY's principal
executive offices are located at 570 West College Avenue, York, Pennsylvania
17405-0872, and its telephone number is (717) 845-7511.
See "Risk Factors" beginning on page 3 for certain considerations relevant to
an investment in the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is April , 1999
- 1 -
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION ABOUT DENTSPLY
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference room. Our SEC filings are also available to the public
at SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this Prospectus, and later information filed with the SEC will
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section 13a, 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended, until the
offering is completed.
- The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
- The description of the Common Stock contained in the Company's Report
on Form 10-C filed with the Commission on May 24, 1993 including any
amendments or reports filed for the purpose of updating such
description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations
DENTSPLY International Inc.
570 West College Avenue
York, Pennsylvania 17405-0872
(717) 845-7511
- 2 -
<PAGE>
RISK FACTORS
You should carefully consider the following factors, in addition to the other
information contained in this Prospectus or in other documents filed by us with
the SEC, before making an investment decision. The occurrence of any of these
risks could have a material adverse effect on our business or operating results,
causing actual results to differ materially from those expressed in
forward-looking statements made by us in any written or oral reports or
presentations. These factors are intended to serve as meaningful cautionary
statements within the meaning of the Private Securities Litigation Reform Act of
1995. The risks and uncertainties described below are not the only ones facing
DENTSPLY. If any of the following risks actually occur, our business, financial
condition and results of operations could suffer. In this case, the market price
of our common stock could decline, and you may suffer a loss on your investment
in our common stock.
Rate of Growth
DENTSPLY's ability to continue to increase revenues depends on a number of
factors, including the rate of growth in the market for dental supplies and
equipment, our ability to continue to develop innovative and cost-effective new
products, and the acceptance by dental professionals of new products and
technologies. The demand for dental services can be adversely affected by
economic conditions, healthcare reform or more stringent limits in expenditures
by dental insurance providers. There is also a risk that dental professionals
may resist new products or technologies or may not be able to obtain
reimbursement from dental insurance providers for the use of new procedures or
equipment.
Acquisitions
DENTSPLY's growth in recent years has depended to a significant extent on
acquisitions. We completed fourteen acquisitions in 1996, 1997 and 1998, the
largest of which were Tulsa Dental Products LLC in 1996 and GAC, Inc. and
Vereingte Dentalwerke GmbH in 1998. There can be no assurance that we will be
able to continue to identify and complete acquisitions which will add materially
to our revenues. Among the risks that could affect our ability to complete such
acquisitions are competition for appropriate acquisition candidates and the
relatively small size of many such candidates. Moreover, there can be no
assurance that we will successfully integrate into our operations the businesses
that we acquire or that any such integration will not take longer and cost more
than anticipated.
Fluctuating Operating Results
Our business is subject to quarterly variations in operating results caused
by seasonality and by business and industry conditions, making operating results
more difficult to predict. The timing of acquisitions, the impact of purchase
accounting adjustments and consolidations among distributors of our products may
also affect our operating results in any particular period.
Currency Translation and International Business Risks
Because approximately 40% of our revenues have been generated in currencies
other than the U.S. dollar, the value of the U.S. dollar in relation to those
currencies affects the Company's operating results. The strength of the U.S.
dollar relative to foreign currencies can have a negative effect on our revenues
and operating results. In addition, approximately 50% of our revenues result
from sales in markets outside of the United States. Europe has been an important
market for the Company, and although Asia has not historically been the source
of significant revenues, we have made investments in Asian markets because we
believe that long-term future growth prospects in Asia are good. Weakness in
economic conditions in Europe could have a material adverse effect on our sales
and operating results, and continued economic turmoil in Asia could have a
material adverse effect on our future rate of growth.
Margin Improvements
The Company strives to increase its margins by controlling its costs and
improving manufacturing efficiencies. However, there can be no assurance that
the Company's efforts will continue to be successful. Margins can be adversely
affected by many factors, including competition, product mix and the effect of
acquisitions.
Ability to Attract and Retain Personnel
DENTSPLY's success is dependent upon its management and employees. The loss
of senior management employees or any failure to recruit and train needed
managerial, sales and technical personnel could have a material adverse effect
on DENTSPLY
Competition
The worldwide market for dental supplies and equipment is highly competitive.
There can be no assurance that DENTSPLY will successfully identify new product
opportunities and develop and market new products successfully, or that new
products and technologies introduced by competitors will not render our products
obsolete or noncompetitive.
- 3 -
<PAGE>
Antitakeover Provisions
Certain provisions of DENTSPLY's Certificate of Incorporation and Bylaws and
of Delaware law could have the effect of making it difficult for a third party
to acquire control of DENTSPLY. Such provisions include the division of the
Board of Directors of the Company into three classes, with the three-year term
of each class expiring each year, a provision allowing the Board of Directors to
issue preferred stock having rights senior to those of the Common Stock and
certain procedural requirements which make it difficult for stockholders to
amend the Company's Bylaws and which preclude stockholders from calling special
meetings of stockholders. In addition, members of the Company's management and
participants in DENTSPLY's Employee Stock Ownership Plan collectively own
approximately 15% of the outstanding Common Stock of DENTSPLY, which may
discourage a third party from attempting to acquire control of DENTSPLY in a
transaction that is opposed by DENTSPLY's management and employees.
- 4 -
<PAGE>
USE OF PROCEEDS
DENTSPLY will not receive any proceeds from the sale of any of the Shares
offered pursuant to this Prospectus.
THE SELLING STOCKHOLDERS
The 145,000 Shares offered hereby were acquired by HTMI in connection
with the acquisition by the Company of certain assets from HTMI. Because HTMI
and the other Selling Stockholders may offer all or some of the Shares pursuant
to the offering contemplated by this Prospectus, no estimate can be given as to
the amount of Shares that will be held by HTMI or any other Selling Stockholder
after completion of this offering. The Shares offered by this Prospectus may be
offered from time to time by HTMI and the other Selling Stockholders.
<TABLE>
<CAPTION>
Number of Shares Owned as Number of Shares
Name of Selling Stockholder of April 12, 1999 Registered for Sale
<S> <C> <C>
High Tech Medical Instrumentation, Inc.(1) 145,000* 145,000
<FN>
- -----------------------------------
* Less than 1% of the total shares outstanding.
(1)Following the date of this Prospectus, HTMI may distribute certain of the
Shares as follows: 19,463 shares to Miles C. Milbank, 16,871 shares to P.
Michael Williams, 15,221 shares to John Crew, MD, 5,647 shares to Howard
Asher, 1,002 shares to Robert Glynn, 546 shares to Reinold Jones and 425
shares to John Schmidt (collectively, the "HTMI Shareholders"). HTMI, the
HTMI Shareholders and their pledgees, donees, transferees or other
successors in interest that receive such shares as a gift or other
non-sale related transfer shall be deemed to be Selling Stockholders for
all purposes of this Prospectus.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be sold by the Selling Stockholders
and by their pledgees, donees, transferees or other successors in interest that
receive such shares as a gift or other non-sale related transfer. Such sales may
be made at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices.
The Shares may be sold by one or more, or a combination, of the following
methods:
(a) one or more block trades in which a broker or dealer so engaged will
attempt to sell all or a portion of the Shares held by the Selling
Stockholders as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus;
(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
(d) in privately negotiated transactions.
The Selling Stockholders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers will receive compensation in
negotiated amounts in the form of discounts, concessions, commissions or fees
from the Selling Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Such brokers or dealers or the participating brokers or
dealers and the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, in connection with such sales, and any
commissions received by such broker-dealers may be deemed to be underwriting
compensation.
- 5 -
<PAGE>
Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Stockholders will be
subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus. The Selling Stockholders have
advised DENTSPLY that they have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of
their securities. There is no underwriter or coordinating broker acting in
connection with the proposed sale of shares by Selling Stockholders.
The Shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Each Selling Stockholder will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including, without
limitation, Regulation M, which provisions may limit the timing of purchases and
sales of shares of Common Stock by the Selling Stockholders. DENTSPLY will make
copies of this Prospectus available to the Selling Stockholders and has informed
them of the need for delivery of copies of this Prospectus to purchasers at or
prior to the time of any sale of the Shares. DENTSPLY assumes no obligation to
so deliver copies of this Prospectus or any related Prospectus Supplement.
To the extent required, this Prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for other
broker-dealers to participate in the resales.
Upon DENTSPLY being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a block trade, purchases by a broker or dealer as principal and resale
by such broker or dealer for its account, a Prospectus Supplement will be filed,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i)
the name of each such Selling Stockholder and of the participating
broker-dealer(s); (ii) the number of Shares involved; (iii) the price at which
such Shares were sold; (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable; (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus; and (vi) other facts
material to the transaction.
DENTSPLY will bear all costs, expenses and fees in connection with the
registration of the Shares. The Selling Stockholders will bear all commissions
and discounts, if any, attributable to the sales of the Shares. The Selling
Stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.
EXPERTS
The consolidated financial statements and schedule of DENTSPLY International,
Inc. as of December 31, 1998 and 1997 and for each of the years in the three
year period ended December 31, 1998, incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 have been so incorporated in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein
and given on the authority of such firm as experts in auditing and accounting.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Morgan, Lewis & Bockius LLP, Pittsburgh, Pennsylvania.
- 6 -
<PAGE>
No person has been authorized to
give any information or to make any
representations other than those
contained in this Prospectus, and, if
given or made, such information or
representations must not be relied upon
as having been authorized. This
Prospectus does not constitute an offer
to sell or the solicitation of an offer
to buy any securities other than the
securities to which it relates or an
offer to sell or the solicitation of an
offer to buy such securities in any
circumstances in which such offer or
solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale
made hereunder shall, under any
circumstances, create any implication
that there has been no change in the
affairs of the Company since the date
hereof or that the information contained
herein is correct as of any time
subsequent to its date.
145,000 Shares
DENTSPLY INTERNATIONAL Inc.
Common Stock
(par value $.01 per share)
TABLE OF CONTENTS
Where you can find more information
about DENTSPLY....................2
Risk Factors........................3
Use of Proceeds.....................5
The Selling Stockholders............5
Plan of Distribution................5
Experts.............................6
Validity of Common Stock............6
===================================== ====================================
- 7 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Following is an estimate of the expenses to be incurred in connection with
the offering and sale of the securities being registered, other than selling
commissions:
SEC registration fee................... $ 902
Legal fees and expenses................ 2,000
Miscellaneous.......................... 598
-------
Total.................................. $ 3,500
=======
Item 15. Indemnification of Directors and Officers
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty. Article Nine of the Company's Restated Certificate of
Incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived any improper impersonal benefit.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and, subject to
certain limitations, against certain costs and expenses, including attorneys'
fees, actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision. Article V of the
Company's Bylaws provides that the Company will indemnify any person who was or
is a party or a witness or is threatened to be made a party or a witness to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was an authorized representative of the Company, against all
expenses (including attorneys' fees and disbursements), judgments, fines
(including excise taxes and penalties), and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding. Article V further permits the Company to maintain insurance on
behalf of any such person against any liability asserted against such person and
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Company would have the power to indemnify such person
against such liability under the DGCL. The Company maintains directors' and
officers' liability insurance.
II - 1
<PAGE>
Item 16. Exhibits.
The following exhibits are filed as part of this registration statement:
Exhibit
Number Description
- --------- --------------------------------------------------------
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Morgan, Lewis & Bockius LLP (included in opinion filed as
Exhibit 5.1).
23.2 Consent of KPMG LLP (filed herewith).
24.1 Power of Attorney (included on signature page of this exhibit).
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of 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) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liability (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 Securities Act and will be governed by
the final adjudication of such issue.
II - 2
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of York, Commonwealth of Pennsylvania, on April 12,
1999.
DENTSPLY International Inc.
By: /s/ John C. Miles II
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. Miles II and William R. Jellison,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Commission, 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, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
/s/ John C. Miles II Chairman of the Board April 12, 1999
- -------------------------------and Chief Executive Officer
John C. Miles II (Principal Executive Officer)
and a Director
/s/ William R. Jellison Senior Vice President April 12, 1999
- -------------------------------and Chief Financial Officer
William R. Jellison (Principal Financial and
Accounting Officer)
/s/ Burton C. Borgelt Director April 12, 1999
- -------------------------------
Burton C. Borgelt
/s/ Douglas K. Chapman Director April 12, 1999
- -------------------------------
Douglas K. Chapman
/s/ Michael J. Coleman Director April 12, 1999
- -------------------------------
Michael J. Coleman
/s/ Arthur A. Dugoni Director April 12, 1999
- -------------------------------
Arthur A. Dugoni, D.D.S
/s/ C. Frederick Fetterolf Director April 12, 1999
- -------------------------------
C. Frederick Fetterolf
/s/ Leslie A. Jones Director April 12, 1999
- -------------------------------
Leslie A. Jones
/s/ Edgar H. Schollmaier Director April 12, 1999
- -------------------------------
Edgar H. Schollmaier
<PAGE>
/s/ W. Keith Smith Director April 12, 1999
- -------------------------------
W. Keith Smith
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- -------- ------------------------------------------
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered
23.1 Consent of Morgan, Lewis & Bockius LLP (included in opinion
filed as Exhibit 5.1)
23.2 Consent of KPMG LLP
EXHIBIT 5.1
April 12, 1999
DENTSPLY International Inc.
570 West College Avenue
York, Pennsylvania 17405-0872
Re: Form S-3 Registration Statement
Gentlemen:
We have acted as counsel to DENTSPLY International Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"),
relating to the sale by certain selling stockholders identified in the
Registration Statement of an aggregate of up to 145,000 shares (the "Shares") of
the Company's Common Stock, par value $.01 per share.
We are familiar with the Registration Statement. We have reviewed the Company's
Certificate of Incorporation and Bylaws. We have also examined such other public
and corporate documents, certificates, instruments and corporate records and
such questions of law as we have deemed necessary for purposes of expressing an
opinion on the matters hereinafter set forth. In all examinations of documents,
instruments and other papers, we have assumed the genuineness of all signatures
on original and certified documents and the conformity to original and certified
documents of all copies submitted to us as conformed, photostatic or other
copies.
On the basis of the foregoing, we are of the opinion that the Shares have been
validly issued and are fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name in the Prospectus forming a part thereof
under the caption "Validity of Common Stock." In giving such consent, we do not
thereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Yours truly,
/s/ MORGAN, LEWIS & BOCKIUS LLP
EXHIBIT 23.2
The Board of Directors
DENTSPLY International Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Registration Statement
on Form S-3.
/s/ KPMG LLP
Philadelphia, Pennsylvania
April 12, 1999
