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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 24, 2000
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SYBRON INTERNATIONAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 1-11091 22-2849508
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(414) 274-6600
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
PROPOSED SPIN-OFF OF DENTAL GROUP
On April 24, 2000, the Board of Directors of Sybron International
Corporation directed management to proceed with preparations for a spin-off of
the corporation's dental group. The spin-off would be accomplished by a pro rata
distribution to Sybron's shareholders of all of the common stock of Sybron's
subsidiary, Sybron Dental Specialities, Inc. The proposed transaction is subject
to various conditions, including the receipt of a ruling from the Internal
Revenue Service that the spin-off will qualify as a tax-free distribution and
the effectiveness of a Form 10 registration statement to be filed to register
the common stock of Sybron Dental Specialties under the Securities Exchange Act
of 1934. Sybron expects that the spin-off process will take six to eight months.
A copy of the press release announcing the proposed spin-off is filed
as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
See Exhibit Index following the signature page of this report,
which is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SYBRON INTERNATIONAL CORPORATION
Date: April 25, 2000 By: /s/ Dennis Brown
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Dennis Brown
Vice President - Finance, Chief
Financial Officer & Treasurer
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SYBRON INTERNATIONAL CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
DATED APRIL 24, 2000
<TABLE>
<CAPTION>
INCORPORATED
EXHIBIT HEREIN BY FILED
NUMBER DESCRIPTION REFERENCE TO HEREWITH
<S> <C> <C> <C>
99.1 Press Release, X
dated April 24, 2000
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<PAGE> 1
SYBRON
INTERNATIONAL NEWS RELEASE
- --------------------------------------------------------------------------------
411 East Wisconsin Avenue
Milwaukee, WI 53202
(414) 274-6600
FOR IMMEDIATE RELEASE Contact: Dennis Brown
Chief Financial Officer
Phone: (414) 274-6600
SYBRON INTERNATIONAL ANNOUNCES
RECORD EARNINGS AND SPIN-OFF OF DENTAL GROUP
MILWAUKEE (April 24, 2000). Sybron International Corporation (NYSE:SYB)
announced today its financial results for the second quarter of fiscal 2000, the
quarter ended March 31, 2000.
SECOND QUARTER AND FIRST HALF FINANCIAL RESULTS
Sybron had net income of $39.0 million for the second quarter of 2000, up 19.9
percent from net income from continuing operations in the like period a year
ago. Net income for the first half of 2000 was $69.4 million, an increase of
24.3 percent from net income from continuing operations last year.
Diluted earnings per share for the second quarter were $0.37, an increase of
19.4 percent from the $0.31 diluted earnings per share from continuing
operations in the second quarter of 1999. Diluted earnings per share for the
first half of the year were $0.65, an increase of 22.6 percent from last year.
Net sales for the second quarter totaled $326.4 million, compared to $272.0
million for the second quarter of 1999, an increase of 20.0 percent. Sales
increases were negatively impacted by the strengthening of the U.S. dollar by
approximately $3.4 million. Without foreign currency effects, sales increased by
21.2 percent over our corresponding second quarter of 1999. Year-to-date, net
sales at $624.6 million were up 20.0 percent from last year.
Cash flow continues to be strong as earnings before interest, taxes,
depreciation, and amortization (EBITDA) for the quarter were $102.3 million as
compared with $84.3 million for the same quarter of 1999, an increase of 21.3
percent. EBITDA for the first six months of the year was $191.5 million, an
increase of 23.0 percent from the same period a year ago.
Continued
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Page Two
April 24, 2000
Internal sales growth this quarter was a robust 8.9 percent, made up of 11.0
percent in the dental segments and 7.7 percent in the laboratory segments.
Kenneth F. Yontz, Chairman, President and Chief Executive Officer, said, "I am
extremely pleased with the Company's very positive and well-balanced performance
this quarter and, in particular, the excellent rate of internal growth achieved
by both the dental and laboratory segments. Again, the combination of solid
operating performance throughout the Company, together with the addition of good
profitable businesses through our acquisition program, has produced a healthy
rate of sales and earnings growth."
SPIN-OFF OF DENTAL GROUP
Sybron International also announced today that its board of directors has
decided to proceed with a spin-off of its dental group by way of a pro rata
dividend of Sybron Dental Specialties, Inc. (SDS) stock to Sybron International
shareholders. The spin-off is subject to a number of conditions, including the
receipt of a ruling from the Internal Revenue Service that the transaction will
be tax-free, and the effectiveness of a Registration Statement registering the
SDS stock under applicable securities laws. The spin-off process is expected to
take six to eight months.
When the spin-off is completed, Frank Jellinek, Jr., currently president of
Sybron Laboratory Products Corporation (SLP), will become President and Chief
Operating Officer of Sybron International, which will be renamed Apogent
Technologies, upon approval by shareholders. He will also join the board of
directors of Apogent.
Mr. Yontz, currently Chairman, President and CEO of Sybron International, will
remain Chairman and CEO of Apogent Technologies and will become Chairman of SDS.
Floyd W. Pickrell, Jr., currently President of SDS, will become President and
CEO of the newly spun-off dental unit. Dennis Brown, Vice President and Chief
Financial Officer of Sybron International, will also join the Board of Directors
of SDS.
In commenting on the spin-off, Mr. Yontz stated that, "The time has come, given
the quite different dynamics of the two businesses, to recognize that their
abilities to grow and prosper, and to have independent access to capital
markets, will be substantially enhanced if they are independent companies. Both
of these businesses are market leaders in their fields, and this separation will
ensure that their market leadership is not only maintained but strengthened."
Continued
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Page Three
April 24, 2000
ACQUISITIONS
The Company completed four acquisitions during the quarter, bringing the total
number of acquisitions this fiscal year to seven, all of which were for cash.
The second quarter acquisitions are expected to add approximately $20 million
annually in additional sales revenues.
Acquisitions completed during the quarter were as follows:
On March 6, 2000, Sybron International Corporation announced that a subsidiary
of Sybron Laboratory Products Corporation ("SLP") has acquired the assets of the
Consolidated Technologies operations of SeraCare, Inc. (AMEX:SRK). Consolidated
Technologies is a manufacturer of quality control materials, intermediate
biological products, invitro diagnostic products and proficiency testing
specimens for the invitro diagnostic industry. Their products include
intermediate biological products, calibrators, and controls used in immunology,
clinical chemistry, toxicology, infectious disease and nucleic acid testing.
Consolidated Technologies' annual sales revenues are approximately $7.0 million.
On February 29, 2000, Sybron International Corporation announced that a
subsidiary of Sybron Dental Specialties, Inc., Kerr Corporation ("Kerr"),
acquired Safe-Wave Products Inc., a manufacturer of disposable tips and adapters
for air/water syringes used in a dental operatory. Safe-Wave's annual sales
revenues are approximately $4 million.
On February 4, 2000, one of SLP's businesses acquired Sun International ("Sun"),
a leading supplier of consumables for high-pressure liquid chromatography
(HPLC), gas chromatography (GC) and high throughput screening (HTS)
applications. In addition to autosampler vials, inserts and closures, Sun
recently introduced their PLATE+(TM) and MICROMAT(TM) product line for high
throughput screening in the biotechnology and pharmaceutical markets. Sun's
annual sales revenues are approximately $6 million.
On February 1, 2000, another of SLP's businesses, Nalge Nunc International,
purchased the Versi-Dry(R) product line from National Packaging Services
Corporation ("NPS") located in Green Bay, Wisconsin. The Versi-Dry(R) product is
an absorbent pad used in research and industrial laboratories and is designed to
absorb and contain chemicals and other spillage occurring in the laboratory.
Sales revenues are approximately $3 million and are expected to expand as a
result of SLP's marketing leverage and strong relationship with distributors of
such products.
Continued
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Page Four
April 24, 2000
Sybron International Corporation's subsidiaries design, manufacture and market
laboratory products for the life science industry and professional dental
consumable products worldwide. Products of Sybron Laboratory Products
Corporation include Erie Scientific laboratory glass micro-arrays, specialty
slides and other diagnostic products, Matrix, Robbins and Molecular BioProducts
high throughput screening products, Microgenics drug diagnostic products, Nalge
Nunc International reusable and disposable multi-well plates and plastic
labware, Richard-Allan histology systems, and Barnstead Thermolyne precision
heating and stirring apparatus, and water purification systems for laboratories.
Products of Sybron Dental Specialties include Ormco and "A" Company orthodontic
products and Kerr dental materials.
[APOGENT TECHNOLOGIES LOGO] [SYBRON DENTAL SPECIALITIES LOGO]
Continued
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Page Five
April 24, 2000
The Company's financial results are summarized below:
<TABLE>
<CAPTION>
2nd Quarter 2nd Quarter
3/31/00 3/31/99
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(In Millions Except Earnings per Share)
<S> <C> <C>
Net Sales $ 326.4 $ 272.0
Gross Profit 170.9 141.6
Selling, General & Adm. Expense 89.1 73.1
Operating Income 81.8 68.5
Income from Continuing Operations
Before Taxes 64.1 53.5
Income Taxes 25.1 21.0
Income from Continuing Operations 39.0 32.5
Net Loss from the Discontinued
Operation of NPT
-- (0.4)
Extraordinary Item:
Gain on Sale of NPT -- 18.8
Net Income 39.0 50.9
Basic Earnings per Share from
Continuing Operations .37 .31
Diluted Earnings per Share from
Continuing Operations .37 .31
Basic Earnings per Share .37 .49
Diluted Earnings per Share .37 .48
Basic Shares Outstanding 104.2 103.3
Diluted Shares Outstanding 106.6 106.5
</TABLE>
Continued
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Page Six
April 24, 2000
<TABLE>
<CAPTION>
First Half First Half
3/31/00 3/31/99
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(In Millions Except Earnings per Share)
<S> <C> <C>
Net Sales $ 624.6 $ 520.3
Gross Profit 325.1 267.2
Selling, General & Adm. Expense 174.6 143.1
Merger & Integration Expense -- 2.7
Operating Income 150.5 121.4
Income from Continuing Operations
Before Taxes 114.7 92.4
Income Taxes 45.3 36.6
Income from Continuing
Operations 69.4 55.8
Net Income from the Discontinued
Operation of NPT
-- 0.1
Extraordinary Item:
Gain on Disposal of NPT -- 18.8
Net Income 69.4 74.7
Basic Earnings per Share from
Continuing Operations .67 .54
Diluted Earnings per Share from
Continuing Operations .65 .53
Basic Earnings per Share .67 .72
Diluted Earnings per Share .65 .70
Basic Shares Outstanding 104.1 103.1
Diluted Shares Outstanding 106.5 106.2
</TABLE>
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