<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 11, 2000
---------
SYBRON INTERNATIONAL CORPORATION
--------------------------------
(DOING BUSINESS AS "APOGENT TECHNOLOGIES" AND PROPOSED TO BE RENAMED
APOGENT TECHNOLOGIES INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 1-11091 22-2849508
--------- ------- ----------
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
48 CONGRESS STREET
PORTSMOUTH, NEW HAMPSHIRE, 03801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(603) 433-6131
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
411 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 11, 2000, Sybron International Corporation, completed the
spin-off of its dental business as a separate publicly traded company. In
connection with the spin-off, Sybron International Corporation began doing
business as "Apogent Technologies," and is referred to herein as the "Company"
or "Apogent." The Company will seek shareholder approval at its 2001 annual
meeting of shareholders to formally change its name to "Apogent Technologies
Inc."
The spin-off of the Company's dental business was effected by way of a
pro rata dividend (the "Distribution") of the stock of Sybron Dental
Specialties, Inc. ("SDS") (formally known as SDS Holding, Co.) to the Company's
shareholders of record on November 30, 2000 (the "Record Date"). SDS now owns
and operates all of the dental group businesses, including those operated by
the Company's former subsidiary, Sybron Dental Management, Inc. ("SDM")
(formally known as Sybron Dental Specialties, Inc.). In connection with the
Distribution, SDM became a wholly owned subsidiary of SDS. In the Distribution,
the Company's shareholders received one share of SDS common stock and related
preferred stock purchase rights for every three shares of Sybron International
Corporation common stock owned as of the Record Date. SDS is now an independent
public company operating the dental business, which consists of Sybron
International's former Professional Dental, Orthodontics and Infection Control
Products business segments (the "Dental Business"). The Company will continue
to operate its laboratory products business, which comprises Labware and Life
Sciences, Clinical and Industrial, Diagnostics and Microbiology, and Laboratory
Equipment business segments (the "Laboratory Business"). As an independent
public company, SDS's stock trades on the New York Stock Exchange ("NYSE")
under the symbol "SYD".
The Company received a ruling from the Internal Revenue Service to the
effect that, for federal income tax purposes, the Distribution will be tax-free
to the Company, SDS and the shareholders of the Company, except as to any cash
received by shareholders in lieu of fractional shares of SDS.
As set forth above the Company intends to formally change its name to
"Apogent Technologies Inc." The name change requires shareholder approval,
which the Company will seek at its 2001 annual meeting. The Company began doing
business as "Apogent Technologies" upon completion of the Distribution, and in
connection therewith on December 12, 2000, the Company's stock began trading on
the NYSE under the symbol "AOT" (instead of its former symbol "SYB").
Immediately prior to the Distribution, SDM paid a dividend (the
"Dividend") to the Company, which was used to settle all intercompany loans and
advances and to reflect an allocation of bank debt to SDS. The allocation of
bank debt to SDS was $375 million. Apogent has obtained financing separately
from SDS by refinancing its former credit facilities (the "Refinancing").
Further information concerning the Distribution and related matters is
contained in (a) the Information Statement, dated November 9, 2000, contained in
Amendment No. 2 on Form 10/A to the Registration Statement on Form 10 filed by
SDS with the Securities and Exchange Commission and the New York Stock Exchange
to register the SDS common stock and the associated preferred stock purchase
rights pursuant to Section 12(b) of the Securities Exchange Act of 1934, (b) our
Current Report on Form 8-K dated November 8, 2000, and (c) our Annual Report on
Form 10-K for the fiscal year ended September 30, 2000. The agreements between
the Company and SDS in connection with the Distribution are listed in the
Exhibit Index to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information:
The following unaudited pro forma consolidated financial statements of
Sybron International and subsidiaries, which give effect to (1) the
Distribution, (2) the Refinancing, and (3) the Dividend, are set forth below:
Pro Forma Consolidated Statement of Income for the year ended September
30, 2000
Pro Forma Consolidated Balance Sheet as of September 30, 2000
Notes to Pro Forma Consolidated Financial Statements
(c) Exhibits:
See the Exhibit Index following the Signature Page of this report, which
is incorporated herein by reference.
<PAGE> 3
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated statement of income for
fiscal 2000 gives effect to the Distribution, Refinancing, and Dividend
as if they had occurred on October 1, 1999. The unaudited pro forma
consolidated balance sheet data gives effect to the Distribution,
Refinancing and Dividend as if they had occurred on September 30, 2000.
The unaudited pro forma consolidated financial statements have been
derived from the historical consolidated financial statements of the
Company. The pro forma adjustments, as described in the notes that
follow, are based upon available information and upon certain
assumptions that management believes are reasonable. This information
should be read in conjunction with the Company's consolidated financial
statements contained in the Company's 2000 Annual Report on Form 10-K.
The unaudited pro forma consolidated financial statements are included
for comparative purposes only and do not purport to be indicative of
the results of the Company in the future or what the financial position
and results of operations would have been had the Company operated
without the Dental Business during the periods shown.
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS 2000
---------- ----------- ---------
<S> <C> <C> <C>
Net sales.................................................................. $ 863,575 $ -- $ 863,575
Cost of sales:
Cost of product sold ...................................................... 436,508 -- 436,508
Restructuring charge ...................................................... 4,413 -- 4,413
Depreciation of purchase accounting adjustments ........................... 524 -- 524
--------- --------- ---------
Total cost of sales ........................................................ 441,445 -- 441,445
--------- --------- ---------
Gross profit ............................................................... 422,130 -- 422,130
--------- --------- ---------
Selling, general and administrative expenses ............................... 186,418 -- 186,418
Restructuring charge ....................................................... 5,840 -- 5,840
Depreciation and amortization of purchase accounting adjustments ........... 36,883 -- 36,883
--------- --------- ---------
Total selling, general and administrative expenses ......................... 229,141 -- 229,141
--------- --------- ---------
Operating income ........................................................... 192,989 -- 192,989
--------- --------- ---------
Other income (expense):
Interest expense .......................................................... (48,684) 162 (a) (48,522)
Interest expense: SDS ..................................................... (766) 766 (b) --
Amortization of deferred financing fees ................................... (533) (217)(c) (750)
Other, net ................................................................ 1,319 -- 1,319
--------- --------- ---------
Income from continuing operations before income taxes ..................... 144,325 711 145,036
Income taxes ............................................................... 57,601 284 (d) 57,885
--------- --------- ---------
Income from continuing operations .......................................... 86,724 427 87,151
========= ========= =========
Basic earnings per share................................................... $ .83 $ .83
========= =========
Diluted earnings per share................................................. $ .81 $ .82
========= =========
Basic shares outstanding ................................................... 104,570 -- 104,570
Effect of assumed conversion of employee stock options ..................... 2,233 (150)(e) 2,083
--------- --------- ---------
Diluted shares outstanding ................................................. 106,803 (150) 106,653
========= ========= =========
</TABLE>
See accompanying notes to pro forma consolidated financial statements.
<PAGE> 4
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA SEPTEMBER 30,
HISTORICAL ADJUSTMENTS 2000
---------- ----------- ----
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents ...................................................... $ 12,411 $ -- $ 12,411
Accounts receivable, net ....................................................... 173,585 -- 173,585
Inventories .................................................................... 141,779 -- 141,779
Deferred income taxes .......................................................... 13,226 -- 13,226
Net assets held for discontinued operations .................................... 152,970 (152,970)(f) --
Prepaid expenses and other current assets ...................................... 16,564 -- 16,564
----------- ----------- -----------
Total current assets ...................................................... 510,535 (152,970) 357,565
----------- ----------- -----------
Available for sale security ..................................................... 54,444 -- 54,444
Property, plant and equipment, net .............................................. 208,094 -- 208,094
Intangible assets ............................................................... 1,008,153 -- 1,008,153
Deferred income taxes ........................................................... 7,870 -- 7,870
Other assets .................................................................... 3,268 -- 3,268
----------- ----------- -----------
Total assets .............................................................. $ 1,792,364 $ (152,970) $ 1,639,394
=========== =========== ===========
Current liabilities:
Accounts payable ............................................................... $ 51,899 $ -- $ 51,899
Advances and Loans from SDS .................................................... 77,762 (77,762)(g) --
Current portion of long-term debt .............................................. 34,327 (450)(h) 33,877
Income taxes payable ........................................................... 16,604 -- 16,604
Accrued payroll and employee benefits .......................................... 30,509 -- 30,509
Restructuring reserve .......................................................... 5,609 -- 5,609
Deferred income taxes .......................................................... 807 -- 807
Other current liabilities ...................................................... 23,622 -- 23,622
----------- ----------- -----------
Total current liabilities ................................................. 241,139 (78,212) 162,927
----------- ----------- -----------
Long-term debt .................................................................. 649,409 (62,778)(h) 586,631
Securities lending agreement .................................................... 54,444 -- 54,444
Deferred income taxes ........................................................... 93,048 -- 93,048
Other liabilities ............................................................... 4,808 -- 4,808
Commitments and contingent liabilities
Shareholders' equity:
Preferred stock, $0.01 par value; authorized 20,000,000
Shares ..................................................................... -- -- --
Common stock, $0.01 par value; authorized 250,000,000 shares,
issued 105,191,692 shares, outstanding 105,191,692 shares ....................... 1,052 -- 1,052
Equity rights, 50 rights at $1.09 per right ................................... -- -- --
Additional paid-in capital .................................................... 271,739 -- 271,739
Retained earnings ............................................................. 531,701 -- 531,701
Accumulated other comprehensive income ........................................ (54,976) -- (54,976)
Treasury common stock, 220 shares at cost ..................................... -- -- --
----------- ----------- -----------
Total shareholders' equity ................................................ 749,516 (11,980) 737,536
----------- ----------- -----------
Total liabilities and shareholders' equity................................. $ 1,792,364 $ (152,970) $ 1,639,394
=========== =========== ===========
</TABLE>
See accompanying notes to pro forma consolidated financial statements.
<PAGE> 5
SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
(a) To record interest expense savings on funds borrowed after the
Distribution. In the historical period ended September 30, 2000, interest
was allocated to the Dental Business based upon borrowings by the
subsidiaries under the Company's then existing credit facilities. In
connection with the Distribution, the Company's debt (inclusive of debt
previously allocated to the Dental Business) decreased by $75,208.
Weighted-average interest rates for the Refinancing were assumed to be
8.1%. This rate is based upon the terms of the credit agreement entered
into in connection with the Distribution. Pro forma weighted average bank
debt at the Company for the year ended September 30, 2000 was $618,576.
<TABLE>
<S> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 2000
Revolving Credit Facility........................ $ 237,505 6.9% 8.1% $ 2,929
Term Loan A Tranche.............................. 201,221 6.8% 8.1% 2,685
Term Loan B Tranche.............................. 179,850 8.2% 8.1% (125)
Reduction in Debt from the Distribution.......... (75,208) -- 8.1% (6,092)
Commitment fees of 0.25% of the unused
portion of the Revolving Credit Facility
of $256,600 less commitment fees paid in 2000. -- -- .025% 441
---------- -------
Total pro forma bank debt........................ $ 543,368 $ (162)
========== =======
</TABLE>
The following table reflects the effect on the pro forma combined
statements of income of an increase or decrease of 10% from the current
estimated interest rates on an annualized basis.
<TABLE>
<CAPTION>
Year ended
September 30, 2000
------------------
<S> <C>
Change in income from continuing operations before taxes $4,101
======
Change in income from continuing operations $2,641
======
Change in pro forma diluted earnings per share
from continuing operations $ .02
======
</TABLE>
(b) To eliminate intercompany interest on loans from SDM.
(c) To record increase in deferred financing fees as a result of the
Refinancing.
(d) To record income tax expenses or benefits relating to (a) (b) and
(c) above.
(e) Represents the number of commons stock equivalents attributable
to employees of SDS.
(f) To eliminate the net assets of SDS.
(g) To eliminate the intercompany payable owed to SDM.
<PAGE> 6
(h) To record the Dividend from the Dental Business to Sybron
International, anticipated to aggregate $152.9 million, which
will be applied to settle all intercompany loans and advances,
and to allocate to the Dental Business $375.0 million of Sybron
International's bank debt, as follows:
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
( In thousands)
<S> <C> <C> <C>
Current portion of bank term loan $ 450 $ (450) $ --
Other current debt 33,877 -- 33,877
--------- --------- ---------
Total current portion of long-term debt 34,327 (450) 33,877
========= ========= =========
Long term portion of bank term loan $ 380,920 $(380,920) $ --
Revolving bank credit facility 256,400 (256,400) --
New term loan 300,000 300,000
New revolving credit facility -- 274,542 274,542
Other long-term debt 12,089 -- 12,089
--------- --------- ---------
Total long-term debt $ 649,409 $ 74,758 $ 586,631
========= ========= =========
</TABLE>
(i) In connection with the Distribution, the Company will record a gain
or loss on the operations distributed. This gain or loss is not
included in these pro forma financial statements. The gain or loss is
expected to include net income from the discontinued operations from
October 1, 2000 through December 11, 2000, offset by fees and expenses
associated with the Distribution. The Company believes the gain or loss
will be immaterial to the results of operations of the Company taken as
a whole.
<PAGE> 7
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: December 19, 2000 By: /s/ Jeffrey C. Leathe
---------------------------------------
Jeffrey C. Leathe
Executive Vice President -- Finance, Chief
Financial Officer & Treasurer
<PAGE> 8
SYBRON INTERNATIONAL CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT DATED DECEMBER 11,2000
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
------ ------------------------- ------------------- --------
<S> <C> <C> <C>
2.1 Contribution Agreement, Plan and Exhibit 2.1 to the
Agreement of Reorganization and Registrant's Form
Distribution, dated as of November 10-K for the fiscal year ended
28,2000, between the Registrant and September 30, 2000 ( the "2000
Sybron Dental Specialties, Inc. ("SDS") 10-K")
and Sybron Dental Management, Inc.
(excluding the forms of the ancillary
agreements attached thereto as exhibits,
definitive copies of which are filed
as Exhibits 2.2 through 2.8 below)
2.2 General Assignment, Assumption and Exhibit 2.2 to the 2000 10-K
Agreement Regarding Litigation, Claims
and Other Liabilities, dated as of
December 11, 2000, between the
Registrant and SDS
2.3 Trade Name Assignment and Transitional Exhibit 2.3 to the 2000 10-K
Trade Name Use and License Agreement,
dated as of December 11, 2000, between
the Registrant and SDS
2.4 Insurance Matters Agreement, dated as of Exhibit 2.4 to the 2000 10-K
December 11, 2000, between the
Registrant and SDS
2.5 Employee Benefits Agreement, dated as of Exhibit 2.5 to the 2000 10-K
December 11, 2000, between the
Registrant and SDS
2.6 Tax Sharing and Indemnification Exhibit 2.6 to the 2000 10-K
Agreement, dated as of December 11,
between the Registrant and SDS
2.7 Interim Administrative Services Exhibit 2.7 to the 2000 10-K
Agreement, dated as of December 11,
between the Registrant and SDS
2.8 Confidentially and Nondisclosure Exhibit 2.8 to the 2000 10-K
Agreement, dated as of December 11,
between the Registrant and SDS
</TABLE>
