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Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SULLIVAN DENTAL PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
WISCONSIN 36-3070444
(State of Incorporation) (IRS Employer Identification No.)
10920 WEST LINCOLN AVENUE, WEST ALLIS, WISCONSIN 53227
(Address of principal executive offices)(Zip Code)
SULLIVAN DENTAL PRODUCTS, INC. 1995 LONG TERM STOCK INCENTIVE PLAN
(Full title of the plan)
TIMOTHY J. SULLIVAN
SULLIVAN DENTAL PRODUCTS, INC.
10920 WEST LINCOLN AVENUE
WEST ALLIS, WISCONSIN 53227
(Name and address of agent for service)
(414) 321-8881
(Telephone number, including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, par value 750,000 $17.625 $13,218,750.00 $4,006.00
$.01 per share
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(1)This Registration Statement also includes an undeterminable number of
additional shares that may become issuable as a result of terminated, expired
or surrendered options for Common Stock, or pursuant to the antidilution
adjustment provisions of the Plan.
(2)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 offering price is based on the average of the high and low
prices paid for a share of Sullivan Dental Products, Inc. Common Stock on
July 21, 1997, as reported on the NASDAQ National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Sullivan Dental Products, Inc. (the
"Registrant") on Form 10-K.
(b) The latest quarterly report of the Registrant on Form 10-Q.
(c) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report referred to in (a) above.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8A filed March 5, 1990 including any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters all of such shares remaining then unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of 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 Registration
Statement to the extent that a statement contained in any document filed after
the date of this Registration Statement which is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for the Registrant by Wolfe, Wolfe & Ryd, Twenty
North Wacker Drive, Suite 3550, Chicago, Illinois 60606, counsel to the
Registrant. Howard O. Wolfe and Kerry B. Wolfe, of Wolfe, Wolfe & Ryd, are
directors of the Registrant. Stephen E. Ryd of Wolfe, Wolfe & Ryd is an
Assistant Secretary of the Registrant. The Registrant paid $265,000.00 in fees
(including directors' fees) to Wolfe, Wolfe & Ryd during 1996, which exceeded 5%
of the law firm's gross revenues for 1996. Howard O. Wolfe beneficially owns
55,250 shares of Common Stock, Kerry B. Wolfe beneficially owns 38,250 shares of
the Registrant's Common Stock and Stephen E. Ryd beneficially owns 22,950 shares
of the Registrant's Common Stock.
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ITEM 6. 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: (i) indemnification; (ii) allowance of
expenses; and (iii) 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
Section 180.0850 to 180.0859 of 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 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 WBCL, which permits a Wisconsin corporation to include in its
certificate 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: (i) a
willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest; (ii) 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; (iii) a transaction from which the
director derived an improper personal profit; or (iv) willful misconduct.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------- ------------
4.1 Articles of Incorporation of Registrant.*
4.2 Specimen Common Stock Certificate.*
5 Legal opinion and consent of Wolfe, Wolfe & Ryd
23.1 Consent of Deloitte & Touche LLP (included on page II-6)
23.2 Consent of Wolfe, Wolfe & Ryd (included in opinion referred to
in Exhibit 5)
24 Power of Attorney (included on page II-5)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this 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
______________________
* Incorporated by reference to Registrant's Registration Statement on
Form S-3, Registration No. 33-67294, filed with the Securities and Exchange
Commission on August 12, 1993, wherein the document has the same exhibit
number as shown above.
II-3
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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 this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 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.
(c) Reference is made to the third paragraph of Item 6 hereof.
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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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Allis, State of Wisconsin, on July 24, 1997.
SULLIVAN DENTAL PRODUCTS, INC.
By: /s/ Timothy J. Sullivan
--------------------------------------
Timothy J. Sullivan
President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Sullivan and Timothy J. Sullivan, 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 Chief Executive Officer and Director July 24, 1997
- ----------------------- (Principal Executive Officer)
Robert E. Doering
/s/ Timothy J. Sullivan President, Chief Financial Officer July 24, 1997
- ----------------------- Secretary, Treasurer and Director
Timothy J. Sullivan (Principal Financial Officer)
/s/ Robert J. Sullivan Chairman of the Board and Director July 24, 1997
- -----------------------
Robert J. Sullivan
/s/ Kevin J. Ackeret Executive Vice President July 24, 1997
- ----------------------- and Director
Kevin J. Ackeret
/s/ Wayne G. Holt Director July 24, 1997
- -----------------------
Wayne G. Holt
/s/ Howard O. Wolfe Director July 24, 1997
- -----------------------
Howard O. Wolfe
/s/ Kerry B. Wolfe Director July 24, 1997
- -----------------------
Kerry B. Wolfe
II-5
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INDEPENDENT AUDITORS' CONSENT
Sullivan Dental Products, Inc.
West Allis, Wisconsin
We consent to the incorporation by reference in this Registration Statement
of Sullivan Dental Products, Inc. on Form S-8 of our reports dated February 18,
1997 appearing in the Annual Report on Form 10-K of Sullivan Dental Products,
Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche, LLP
DELOITTE & TOUCHE, LLP
Milwaukee, Wisconsin
July 24, 1997
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INDEX TO EXHIBITS
The Exhibits filed as part of this Registration Statement and not included
in Part II of this Registration Statement are listed below:
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ----------- -------------
5 Legal opinion and consent of
Wolfe, Wolfe & Ryd 9
23.2 Consent of Wolfe, Wolfe & Ryd (included
in opinion referred to in Exhibit 5)
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Wolfe, Wolfe & Ryd
ATTORNEYS AND COUNSELLORS
20 NORTH WACKER DRIVE-SUITE 3550
HOWARD O. WOLFE CHICAGO, ILLINOIS 60606 TELEPHONE
KERRY B. WOLFE (312) 372-6400
STEPHEN E. RYD TELECOPIER
WILLIAM B. LEVY (312) 372-6161
MARK M. BRADFORD
July 24, 1997
Sullivan Dental Products, Inc.
10920 West Lincoln Avenue
West Allis, Wisconsin 53227
Re: Sullivan Dental Products, Inc.
Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement on Form S-8 (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 750,000 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
