<PAGE>
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-3
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
TIMOTHY J. SULLIVAN
PRESIDENT
10920 WEST LINCOLN AVENUE
WEST ALLIS, WISCONSIN 53227
(414) 321-8881
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
____________________
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, please check the following box. /x/
CALCULATION OF REGISTRATION FEE
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Proposed
Title of each Proposed maximum
class of maximum aggregate Amount of
securities to be Amount to be offering price offering registration
registered registered per unit* price* fee*
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Common Stock,
$.01 Par Value 4,750 $17.625 $83,719.00 $26.00
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* 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 July 21, 1997 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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P R O S P E C T U S
4,750 SHARES
SULLIVAN DENTAL PRODUCTS, INC.
COMMON STOCK
This Prospectus relates to the sale of an aggregate of 4,750 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of Sullivan Dental
Products, Inc. (the "Company"). Such 4,750 shares of Common Stock offered
hereby may be purchased by certain persons pursuant to the exercise of non-
qualified stock options previously granted to them by the Company.
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 July 21, 1997 was $17.875.
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 JULY 24, 1997
<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 Northwestern Atrium Center, 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.
In addition, electronically filed documents, including reports, proxy
statements and other information concerning the Company can be obtained from
the Commission's home page on the Internet (http://www.sec.gov). 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-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under 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.
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) The latest quarterly report of the Company on Form 10-Q.
(iii) 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.
(iv) 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
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).
2
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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 48 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 40,000 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%.
As of July 1, 1997, the Company's sales organization consisted of 389 sales
representatives, including 20 independent sales representatives. The Company's
sales growth has resulted to a significant degree from the addition of
established sales representatives, both as employees and as independent
representatives, whose existing customers generally have become customers 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.
This Prospectus contains forward looking statements that are subject to
risks and uncertainties, including but not limited to the following: The dental
products business is extremely competitive; the general level of economic
activity can have a substantial impact on the Company's business production; the
Company's growth has been substantially enhanced through acquisitions, which may
or may not be available on acceptable terms in the future, and which, if
consummated, may or may not be advantageous to the Company. Accordingly, actual
results may differ materially from those set forth in the forward looking
statements. Attention is also directed to other risk factors set forth in
documents filed by the Company with the Securities and Exchange Commission.
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
July 1, 1997, the sales organization consisted of 389 sales representatives,
including 20 independent sales representatives. During 1995, the Company had a
net increase of 18 representatives. In 1996, the Company had a net increase of
10 representatives. As of July 1, 1997, Sullivan's work force totalled 1,061
people, an increase in personnel of 137 since December 31, 1994. 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.
3
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CONTROL. After giving effect to the sale of the Common Stock offered
hereby, Robert J. Sullivan, the Company's Chairman of the Board, will own 11.4%
of the Company's outstanding Common Stock and the Company's directors and
executive officers (consisting of nine individuals, including Mr. Sullivan) will
own in the aggregate 21.7% of the Company's outstanding Common Stock, in each
case excluding stock options. If Mr. Sullivan and the other directors and
executive officers of the Company were to exercise all Company-issued stock
options held by them, Mr. Sullivan would own 12.2% of the Company's outstanding
Common Stock and the Company's directors and executive officers (including
Mr. Sullivan) would own in the aggregate 26.5% of the Company's outstanding
Common Stock. Mr. Sullivan and the directors and executive officers as a group
thus will continue to be able to influence substantially the management and
policies of the Company and the election of the directors of the Company.
USE OF PROCEEDS
The proceeds from the exercise of options will be used for the working
capital of the Company.
OPTION HOLDERS
This Prospectus relates to the sale of an aggregate of 4,750 shares of
Common Stock.
The 4,750 shares of Common Stock offered hereby may be purchased by certain
persons (the "Option Holders") pursuant to the exercise of non-qualified stock
options previously granted to them by the Company (collectively the
"Agreements").
On January 17, 1997, the Company's Board of Directors entered into
Non-Qualified Stock Option Agreements granting non-qualified stock options to
purchase 1,500 shares of Common Stock to each of Ken Levene and Tom Dietrich,
and 1,750 shares of Common Stock to Kim Swearingen, all of whom are key
independent sales representatives for the Company. These options are
exercisable at $13.00 per share (representing the fair market value on the grant
date), have a ten-year term commencing on the date of grant and are
non-transferable. Upon exercise of these options, the optionees may pay the
exercise price either in cash or shares of Common Stock valued at their then
fair market value, or a combination thereof.
The number of shares of Common Stock subject to outstanding non-qualified
stock options granted under the Agreements and the exercise price thereof may be
adjusted to reflect any change in par value, reclassification, stock dividend,
stock split or other similar event. Non-qualified stock options will
automatically terminate in the event of liquidation or dissolution of the
Company, or certain mergers, consolidations or sales of the Company's assets.
The Agreements were entered into by the Company to recognize and reward the
selected recipients for outstanding services rendered on behalf of the Company,
and to furnish incentives to such individuals through rewards based upon the
ownership and performance of the Common Stock of the Company. Stock options
relating to a total of 4,750 shares of Common Stock of the Company have been
issued under the Agreements, all of which remain outstanding and unexercised.
4
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Shares to be issued upon exercise of options granted under the Agreements
may be authorized and unissued shares of Common Stock of the Company, treasury
stock of the Company, or any combination thereof.
No stock option granted under any Agreement is transferable except by will
or the laws of descent and distribution. During the holder's lifetime, stock
options shall be exercisable only by such holder.
PLAN OF DISTRIBUTION
The 4,750 shares of Common Stock offered hereby to the Option Holders may be
sold from time to time to the Option Holders pursuant to the exercise of the
non-qualified stock options previously granted to them by the Company.
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. As of July 15, 1997, a total of 10,011,700 shares of Common Stock were
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 or when issued will be 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.
5
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TRANSFER AGENT
The Transfer Agent for the Common Stock is Firstar Trust Company, Milwaukee,
Wisconsin.
LEGAL OPINION
The legality of the Common Stock offered by this Prospectus will be passed
upon for the Company by Wolfe, Wolfe & Ryd, Twenty N. Wacker Drive, Suite
3550, 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 $265,000 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 Common Stock and Stephen E. Ryd
beneficially owns 22,950 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, 1996 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.
6
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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.
_______________
TABLE OF CONTENTS
PAGE
Available Information. . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certain Investment Considerations. . . . . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Option Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 5
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . 5
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4,750 SHARES
SULLIVAN DENTAL
PRODUCTS, INC.
COMMON STOCK
PROSPECTUS
July 24, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the registration
and distribution of the Common Stock being registered hereby (other than
underwriting discounts and commissions, if any):
SEC registration fee. . . . . . . . . $ 26.00
Accounting fees and expenses. . . . . $1,000.00
Legal fees and expenses . . . . . . . $1,000.00
Total . . . . . . . . . . . . . $2,026.00
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ITEM 15. 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.
II-1
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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 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 16. EXHIBITS
The Exhibits filed as part of this Registration Statement are listed below:
EXHIBIT NO. EXHIBIT
----------- -------
4.1 Articles of Incorporation of Registrant *
4.2 Specimen Common Stock Certificate *
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 17. UNDERTAKINGS
The undersigned Registrant hereby 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;
- ------------------
* 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-2
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(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 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) 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 15 hereof.
II-3
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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-3 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
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 July 24, 1997
- ---------------------
Robert E. Doering Officer and Director
(Principal Executive
Officer and Chief Accounting Officer)
/s/ Timothy J. Sullivan President, Chief Financial July 24, 1997
- ------------------------
Timothy J. Sullivan Officer, Treasurer,
Secretary and Director
(Principal Financial Officer)
/s/ Robert J. Sullivan Chairman of the Board July 24, 1997
- -----------------------
Robert J. Sullivan and Director
/s/ Kevin J. Ackeret Executive Vice President July 24, 1997
- ---------------------
Kevin J. Ackeret and Director
/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-4
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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-3 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 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
July 24, 1997
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, Wolfe & Ryd 15
23.2 Consent of Wolfe, Wolfe & Ryd
(included in Exhibit 5.1)
<PAGE>
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-3
Gentlemen:
We refer to the Registration Statement on Form S-3 (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 4,750 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
