<PAGE>
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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SULLIVAN DENTAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 5047 36-3070444
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code No.) Identification No.)
incorporation or
organization)
10920 WEST LINCOLN AVENUE
WEST ALLIS, WISCONSIN 53227
(414) 321-8881
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
with a copy to:
ROBERT E. DOERING HOWARD O. WOLFE
PRESIDENT AND CHIEF EXECUTIVE OFFICER WOLFE, WOLFE & RYD
10920 WEST LINCOLN AVENUE 120 SOUTH RIVERSIDE PLAZA
WEST ALLIS, WISCONSIN 53227 CHICAGO, ILLINOIS 60606
(414) 321-8881 (312) 454-6100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
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If the securities being registered on this Form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each
class of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per unit(*) offering price(*) registration fee(*)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 Par Value 1,000,000 shares $10.375 $10,375,000.00 $3,578.00
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</TABLE>
(*) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
solely for the purpose of calculating the amount of the registration fee,
the proposed maximum aggregate offering price is based on the average of
the high and low sales prices of the Common Stock on September 9, 1996 on
the National Association of Securities Dealers Automated Quotation National
Market System.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
P R O S P E C T U S
1,000,000 SHARES
SULLIVAN DENTAL PRODUCTS, INC.
COMMON STOCK
This Prospectus relates to 1,000,000 shares of Common Stock, par value $.01
per share (the "Common Stock"), of Sullivan Dental Products, Inc. (the
"Company"), which may be offered and issued by the Company from time to time in
connection with future acquisitions of other businesses or properties. See
"Purpose of Issue."
The Common Stock is quoted through the NASDAQ National Market System under
the trading symbol "SULL". The reported closing price of the Common Stock
through the NASDAQ National Market System on September 9, 1996 was $10.375.
SEE "CERTAIN INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH A PURCHASE OF 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 SEPTEMBER 12, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Seven World Trade Center, New York, New York 10048 and 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material may also be
obtained upon written request addressed to the Commission, Public Reference
Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission at http://www.sec.gov. In
addition, the Company's Common Stock is quoted on the NASDAQ National Market
System. Reports, proxy statements and other information concerning the Company
can be inspected and copied at the Public Reference Room of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a registration statement on Form
S-4 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement which may be
inspected and copied in the manner and at the sources described above.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
SULLIVAN DENTAL PRODUCTS, INC., 10920 WEST LINCOLN AVENUE, WEST ALLIS, WISCONSIN
53227, ATTENTION: TIMOTHY J. SULLIVAN (TELEPHONE (414) 321-8881). IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE FIVE
BUSINESS DAYS BEFORE FINAL ACTION IS TO BE TAKEN WITH RESPECT TO A PROPOSED
ACQUISITION BY THE COMPANY INVOLVING THE ISSUANCE OF SECURITIES COVERED BY THIS
PROSPECTUS.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference:
(i) The latest annual report of the Company on Form 10-K.
(ii) All other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (i) above.
(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8A filed on March 5, 1990,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Common Stock
made hereby shall be deemed to be incorporated by reference in this Prospectus
and to be part hereof from the date of the filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in any
document filed after the date of this Prospectus which is deemed to be
incorporated by reference in this Prospectus modifies or supersedes such
2
<PAGE>
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the information incorporated herein by reference (other
than exhibits thereto, unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to the Company's principal
office: Sullivan Dental Products, Inc., 10920 West Lincoln Avenue, West Allis,
Wisconsin 53227, Attention: Timothy J. Sullivan (telephone: (414) 321-8881).
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information and financial statements, including the notes thereto,
appearing in the documents incorporated herein by reference or elsewhere in this
Prospectus.
SULLIVAN DENTAL PRODUCTS, INC.
Sullivan Dental Products, Inc. (the "Company") is a distributor of
consumable dental supplies and dental equipment.
THE OFFERING
Securities Offered 1,000,000 shares of Common Stock may be offered and
issued from time to time in connection with future
acquisitions of other businesses or properties by the
Company.
NASDAQ Symbol SULL
Common Stock Issued
and Outstanding on
September 9, 1996 9,435,251 shares
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<PAGE>
THE COMPANY
Sullivan Dental Products, Inc. (the "Company") is a distributor of
consumable dental supplies and dental equipment. The Company's marketing
strategy for dental supplies combines personal visits by sales representatives
with a catalog of approximately 12,000 competitively priced items. The catalog
is updated semi-annually, mailed directly to customers, and used by the
Company's sales representatives to obtain additional business from existing
customers and to develop new accounts. The Company believes that its catalog
includes substantially all of the product categories used in general dentistry.
The Company also sells, installs and services dental equipment through 46 sales
and service centers located throughout the United States.
Dental supplies have traditionally been marketed either through sales
representatives or by catalog, but not both. The Company's customers may place
orders directly by toll-free calls to specially trained customer service
personnel or through the Company's sales representatives, who make regular
visits to most of the Company's approximately 39,400 customers. The Company
believes that the combination of personal contact by its sales representatives
and the ability of customers to order directly by telephone generates higher
overall sales to individual customers than would be the case if either marketing
method were relied upon exclusively. Orders are generally shipped the day they
are placed, with a fill rate of approximately 97%.
The Company's growth has resulted in large part from the expansion of its
sales force, which currently operates in 48 states. As of August 1, 1996, the
sales organization consisted of 366 sales representatives, including 18
independent sales representatives. As of August 1, 1996, Sullivan's work force
totalled 980 people, an increase in personnel of 381 since December 31, 1992.
The Company considers its relations with its sales representatives to be
excellent, but, as management believes is typical of the industry, the Company
in most cases has no employment or noncompetition agreements with its sales
representatives. The Company's sales representatives work primarily on a
commission basis. The Company believes that all independent sales
representatives have income from sources other than the Company. Sullivan's
independent sales representatives are not employees of the Company.
The business was founded as an Illinois corporation in 1980, was merged
into a Wisconsin corporation in 1982, was merged into a Delaware corporation in
1989, and was merged back into a Wisconsin corporation in 1993. The Company's
principal office is located at 10920 West Lincoln Avenue, West Allis, Wisconsin
53227, a suburb of Milwaukee. Its telephone number is (414) 321-8881.
CERTAIN INVESTMENT CONSIDERATIONS
Prospective purchasers should carefully consider the following factors,
together with other information contained or incorporated by reference in this
Prospectus, in evaluating an investment in shares of Common Stock.
SALES REPRESENTATIVES. The Company's growth has resulted in large part
from the expansion of its sales force, which currently operates in 48 states.
As of August 1, 1996, the sales organization consisted of 366 sales
representatives, including 18 independent sales representatives. During 1993,
the Company had a net increase of 129 representatives. In 1994, the Company
added 55 established salespeople and trainees, but terminated 58 sales
representatives, which were primarily former Healthco International salespeople.
In 1995, the Company had a net increase of 18 representatives. As of August 1,
1996, Sullivan's work force totalled 980 people, an increase in personnel of 381
since December 31, 1992. The Company considers its relations with its sales
representatives to be excellent, but, as management believes is typical of the
industry, the Company in most cases has no employment or noncompetition
agreements with its sales representatives. The Company's sales representatives
work primarily on a commission basis. The Company believes that all independent
sales representatives have income from sources other than the Company.
Sullivan's independent sales representatives are not employees of the Company.
4
<PAGE>
CONTROL. After giving effect to the sale of the Common Stock offered
hereby, the Company's directors and executive officers (consisting of nine
individuals) will own in the aggregate in excess of 21% of the Company's
outstanding Common Stock, excluding stock options granted to such individuals.
If the directors and executive officers of the Company were to exercise all
Company-issued stock options held by them, such directors and executive officers
would own in the aggregate in excess of 25% of the Company's outstanding Common
Stock. Thus the directors and executive officers as a group will continue to be
able to influence substantially the management and policies of the Company and
the election of the directors of the Company.
PURPOSE OF ISSUE
The 1,000,000 shares (the "Shares") of common stock, par value $.01 per
share ("Common Stock"), of the Company covered by this Prospectus may be
offered and issued in connection with future acquisitions of other businesses
or properties. The Company reasonably expects that it will offer and sell
its shares covered by this Prospectus within two years from the initial
effective date of the Registration Statement of which this Prospectus is a
part. The consideration offered by the Company in such acquisitions, in
addition to the shares of Common Stock offered by this Prospectus, may
include cash, debt or other securities (which may be convertible into shares
of Common Stock of the Company covered by this Prospectus), guarantees or
assumptions by the Company of liabilities of the business being acquired, or
a combination thereof. In connection with acquisitions, the Company may
enter into contracts that provide for future payments and non-competition
agreements with former owners and key executive personnel of companies to be
acquired. The Company has not received and does not expect to receive any
cash proceeds (other than working capital of acquired companies) in
connection with any such issuances. The Company at this time is engaged in
preliminary discussions with a number of candidates for possible future
acquisitions and, as of September 12, 1996 has executed a non-binding letter
of intent with one such candidate, and a definitive agreement with another
candidate.
It is contemplated that the terms of acquisitions will be determined by
negotiations between the Company and the owners of the business or properties to
be acquired, with the Company taking into account the quality of management, the
past and potential earning power and growth of the business or properties
acquired, and other relevant factors, and it is anticipated that shares of
Common Stock issued in acquisitions will be valued at a price reasonably related
to the market value of the Common Stock either at the time the terms of the
acquisition are tentatively agreed upon or at or about the time or times of
delivery of the shares.
It is not expected that underwriting discounts or commissions will be paid
by the Company except that finder's fees may be paid to persons from time to
time in connection with specific acquisitions. Any person receiving such fees
may be deemed to be an underwriter within the meaning of the Securities Act.
5
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SELECTED FINANCIAL DATA
The following selected financial data for the Company has been derived from
the historical financial statements of Sullivan Dental Products, Inc. The data
is qualified in its entirety by, and should be read in conjunction with the
Company's financial statements and other financial information with respect to
Sullivan Dental Products, Inc. included in its Annual Report on Form 10-K for
the year ended December 31, 1995, incorporated herein by reference.
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993 1992 1991
Income Statement Data: (In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Net sales $215,568 $203,602 $169,000 $118,022 $ 74,616
Cost of sales 141,753 133,985 111,530 77,680 49,485
Gross profit 73,815 69,617 57,470 40,342 25,131
Operating expenses 62,465 57,247 47,362 31,486 19,640
Operating income 11,350 12,370 10,108 8,856 5,491
Interest expense (94) (6) (28) (72) (82)
Other income 811 399 95 216 72
Income before provision for
income taxes 12,067 12,763 10,175 9,000 5,481
Provision for income taxes 4,827 5,086 3,999 3,555 2,083
Net income $ 7,240 $ 7,677 $ 6,176 $ 5,445 $ 3,398
Net income per common and
common equivalent share:
Primary and fully diluted $ .77 $ .82 $ .66 $ .60 $ .41
Cash dividends per
common share $ .20 - - - -
Weighted average common shares:
Primary 9,405 9,409 9,415 9,049 8,216
Fully diluted 9,405 9,409 9,415 9,088 8,251
<CAPTION>
December 31,
1995 1994 1993 1992 1991
Balance Sheet Data: (In thousands)
<S> <C> <C> <C> <C> <C>
Working capital $ 47,028 $ 45,536 $ 37,577 $ 32,217 $ 14,653
Total assets 96,915 81,105 68,604 54,448 31,245
Short-term bank debt 9,900 - 2,600 1,000 3,950
Stockholders' equity 62,453 57,617 49,274 42,319 19,674
</TABLE>
6
<PAGE>
OTHER INFORMATION
Acquisitions involving the offer and issuance of the Shares may require
approval by certain federal and state regulatory bodies. The rights of
dissenting stockholders of any acquired corporation and the federal income tax
consequences for persons involved in any acquisition involving the issuance of
Shares will be determined on a case-by-case basis for each acquisition.
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED SHARES
The Company has authority to issue 30,000,000 shares of Common Stock, $.01
par value, and 500,000 shares of Preferred Stock, $.01 par value, issuable in
series. A total of 9,435,251 shares of Common Stock is presently issued and
outstanding. None of the Preferred Stock has been issued.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of shareholders. Shareholders have no
cumulative voting rights, and, as a result, holders of more than 50% of the
outstanding shares can elect all of the directors. Subject to the rights of
holders of any Preferred Stock which may be issued, holders of Common Stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor, and to share proportionately
in any liquidating distributions to shareholders. The holders of Common Stock
have no pre-emptive rights and the Common Stock is not subject to redemption.
The rights of holders of Common Stock may not be modified otherwise than by a
majority vote of the shares outstanding. The Company's Articles of
Incorporation provide that holders of Common Stock, as such, have no right to
call a special meeting of shareholders.
All of the outstanding shares, including the Common Stock offered hereby,
are fully paid and non-assessable, except as provided in Section 180.0622(2)(b)
of the Wisconsin Business Corporation Law, which in general provides for
personal liability on the part of the shareholders in an amount equal to the par
value of shares owned for the unpaid wages of Wisconsin employees, not to exceed
wages for six months service in any case. A Wisconsin trial court has
interpreted this statute to extend to the original issue price for shares,
rather than the stated par value.
PREFERRED STOCK
At present, no shares of Preferred Stock are issued or have been authorized
by the Board of Directors for issuance. The Articles of Incorporation provide
that the Board of Directors, without further vote or action by the shareholders,
may authorize the issuance of shares of Preferred Stock. The Board of Directors
is empowered to establish, and to designate the name of, each class or series of
the Preferred Stock and to set the terms of such shares (including terms with
respect to redemption, sinking fund, dividend, liquidation, preemptive,
conversion and voting rights and preferences). These rights and privileges
could adversely affect the voting power of holders of Common Stock, and the
authority of the Board of Directors to issue Preferred Stock without further
shareholder approval could have the effect of delaying, deferring or preventing
a change in control of the Company. The Company has no current plans to issue
any shares of Preferred Stock.
TRANSFER AGENT
The Transfer Agent for the Common Stock is Firstar Trust Company,
Milwaukee, Wisconsin.
7
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ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933 with
respect to the Shares of the Company's Common Stock covered by this Prospectus.
This Prospectus does not contain all of the information set forth in such
Registration Statement. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement,
including the exhibits thereto. The Registration Statement may be inspected
without charge at the Commission's Public Reference Section at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part
thereof may be obtained from the Commission upon payment of its prescribed
charges.
LEGAL OPINION
The legality of the Common Stock offered by this Prospectus will be passed
upon for the Company by Wolfe, Wolfe & Ryd, 120 South Riverside Plaza, Suite
430, Chicago, Illinois 60606, counsel to the Company. Howard O. Wolfe and Kerry
B. Wolfe, of Wolfe, Wolfe & Ryd, are directors of the Company. Stephen E. Ryd
of Wolfe, Wolfe & Ryd is an Assistant Secretary of the Company. The Company
paid $214,000 in fees (including directors' fees) to Wolfe, Wolfe & Ryd during
1995, which exceeded 5% of the law firm's gross revenues for 1995. Howard O.
Wolfe beneficially owns 58,250 shares of Common Stock, Kerry B. Wolfe
beneficially owns 38,250 shares of Common Stock and Stephen E. Ryd beneficially
owns 23,000 shares of Common Stock.
EXPERTS
The financial statements and related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES OF COMMON STOCK, IN
ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES 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.
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TABLE OF CONTENTS
PAGE
----
Available Information.................................................... 2
Incorporation of Certain Documents
by Reference....................................................... 2
Prospectus Summary...................................................... 3
The Company............................................................. 4
Certain Investment Considerations....................................... 4
Purpose of Issue........................................................ 5
Selected Financial Data................................................. 6
Other Information....................................................... 7
Description of Capital Stock............................................. 7
Additional Information................................................... 8
Legal Opinion............................................................ 8
Experts................................................................. 8
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1,000,000 SHARES
SULLIVAN DENTAL
PRODUCTS, INC.
COMMON STOCK
PROSPECTUS
September 12, 1996
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION
Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law
("WBCL") contain provisions under which corporations organized thereunder are
permitted or required in certain circumstances to indemnify directors, officers
and others against certain liabilities. Wisconsin corporations may extend the
scope of indemnification beyond that provided by statute by including such
provisions in their articles of incorporation or by-laws, by written agreement
or by resolution of the Board of Directors or shareholders. Wisconsin law also
allows companies to require or permit: (a) indemnification; (b) allowance of
expenses; and (c) insurance for any liability incurred in connection with a
proceeding involving federal or state securities laws, subject to the
restrictions on indemnification described below. Section 7.1 of the
Registrant's by-laws and Article Tenth of the Registrant's Articles of
Incorporation require indemnification of the Registrant's directors and officers
to the fullest extent permitted by Wisconsin law.
The Registrant has entered into Indemnity Agreements with each of its
directors and executive officers by which the Registrant has agreed to indemnify
such individuals in a manner generally consistent with that permitted under
Sections 180.0850 to 180.0859 of the WBCL, with the following exception: the
form of indemnity agreement permits, in certain circumstances where court
approval has been obtained, indemnification of amounts paid by the directors in
settlement of a derivative suit.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons by 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 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
Securities Act and agrees to be governed by the final adjudication of such
issue.
ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS
Article Eleventh of the Registrant's Articles of Incorporation provides for
the elimination, to the fullest extent permitted by the WBCL, of liability of
directors of the Registrant to the Registrant or its shareholders for monetary
damages for breach of fiduciary duty as a director. This provision is included
in the Articles of Incorporation pursuant to authority granted in Section
180.0828 of the WBCL, which permits a Wisconsin corporation to include in its
articles of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director where such liability is based on the following: (a) a
willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a
II-1
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material conflict of interest; (b) a violation of criminal law, unless the
director had reasonable cause to believe that his or her conduct was lawful or
no reasonable cause to believe that his or her conduct was unlawful; (c) a
transaction from which the director derived an improper personal profit, or
(d) willful misconduct.
ITEM 21. EXHIBITS
The Exhibits filed as part of this Registration Statement are listed below:
Exhibit No. Exhibit
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5.1 Legal Opinion of Wolfe, Wolfe & Ryd
23.1 Consent of Deloitte & Touche LLP (included on page II-5)
23.2 Consent of Wolfe, Wolfe & Ryd (included in Exhibit 5.1)
24 Power of Attorney (included on page II-4)
ITEM 22. UNDERTAKINGS
The registrant hereby undertakes as follows:
(1) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(2) that every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding or (ii) that purports to meet the requirements
of Section 10(a)(3) of the Securities Act of 1933, as amended, and is
used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the Registration Statement
and will not be used until such amendment is effective, and that, for
purposes 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.
The undersigned Registrant hereby further undertakes:
(a)(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;
II-2
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(iii) To include any material information with respect to a plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that undertakings (i) and (ii) above do not
apply if the information required to be included in a post-effective
amendment is contained in periodic reports filed by the Registrant pursuant
to Sections 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this 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.
(c) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(d) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons by the Registrant, to act in accordance with the third paragraph of
Item 20 hereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Allis, State of
Wisconsin, on September 12, 1996.
SULLIVAN DENTAL PRODUCTS, INC.
By: /s/ Robert E. Doering
------------------------------------------
Robert E. Doering
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Sullivan and Robert E. Doering, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all pre-effective
amendments and post-effective amendments to this Registration Statement, and to
file the same with all exhibits thereto, and other documents required in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert E. Doering President, Chief Executive September 12, 1996
- ------------------------- Officer and Director
Robert E. Doering (Principal Executive
Officer and Chief Accounting
Officer)
/s/ Timothy J. Sullivan Vice President - Operations, September 12, 1996
- ------------------------- Chief Financial Officer,
Timothy J. Sullivan Secretary and Director
(Principal Financial Officer)
/s/ Robert J. Sullivan Chairman of the Board and September 12, 1996
- ------------------------- Director
Robert J. Sullivan
/s/ Kevin J. Ackeret Executive Vice President September 12, 1996
- ------------------------- and Director
Kevin J. Ackeret
/s/ Wayne G. Holt Vice President - Corporate September 12, 1996
- ------------------------- Development, Treasurer and
Wayne G. Holt Director
/s/ Howard O. Wolfe Director September 12, 1996
- -------------------------
Howard O. Wolfe
/s/ Kerry B. Wolfe Director September 12, 1996
- -------------------------
Kerry B. Wolfe
II-4
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Sullivan Dental Products, Inc. on Form S-4 of our reports dated February 20,
1996, appearing in and incorporated by reference in the Annual Report on Form
10-K of Sullivan Dental Products, Inc. for the year ended December 31, 1995 and
to the reference to us under the heading "Experts" in the Prospectus which is
part of this Registration Statement.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
September 12, 1996
II-5
<PAGE>
EXHIBIT INDEX
The Exhibits filed as part of this Registration Statement and not included
in Part II of this Registration Statement are listed below:
Sequentially Numbered
Exhibit No. Exhibit Page
- ----------- ------- ---------------------
5.1 Legal Opinion of Wolfe, 17
Wolfe & Ryd
23.2 Consent of Wolfe, Wolfe & Ryd
(included in Exhibit 5.1)
<PAGE>
WOLFE, WOLFE & RYD
ATTORNEYS AND COUNSELLORS
120 SOUTH RIVERSIDE PLAZA - SUITE 430
HOWARD O. WOLFE CHICAGO, ILLINOIS 60606 TELEPHONE
KERRY B. WOLFE (312) 454-6100
STEPHEN E. RYD TELECOPIER
WILLIAM B. LEVY (312) 454-0810
September 12, 1996
Sullivan Dental Products, Inc.
10920 West Lincoln Avenue
West Allis, Wisconsin 53227
Re: Sullivan Dental Products, Inc.
Registration Statement on Form S-4
Gentlemen:
We refer to the Registration Statement on Form S-4 (the "Registration
Statement"), filed by Sullivan Dental Products, Inc., a Wisconsin corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the registration of an aggregate
of 1,000,000 shares of the Company's Common Stock, $.01 par value per share (the
"Shares").
We have examined the Articles of Incorporation of the Company, its By-Laws, as
amended, minutes of meetings of shareholders and directors, stock records, and
such corporate and other records and documents as we considered necessary for
the purpose of rendering this opinion.
On the basis of the foregoing, it is our opinion that the Shares, upon the
issuance thereof as described in the Registration Statement will be, validly
issued, fully paid and non assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Opinions" in the Prospectus constituting part of the Registration
Statement; provided, however, that by so consenting we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
WOLFE, WOLFE & RYD
By /s/ Stephen E. Ryd
------------------------------
Stephen E. Ryd
EXHIBIT 5.1
