<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
PATTERSON DENTAL COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0886515
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________________
1031 Mendota Heights Road
Saint Paul, Minnesota 55120
(Address, including zip code,
of registrant's principal executive offices)
_______________________
PATTERSON DENTAL COMPANY
CAPITAL ACCUMULATION PLAN
(Full Title of the Plan)
_______________________
Peter L. Frechette
1031 Mendota Heights Road
Saint Paul, Minnesota 55120
(612) 686-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________
Copies to:
Matthew L. Levitt, Esq. Christopher C. Cleveland, Esq.
General Counsel Briggs and Morgan
Patterson Dental Company 2400 IDS Center
1031 Mendota Heights Road Minneapolis, Minnesota 55402
Saint Paul, Minnesota 55120 (612) 334-8489
(612) 686-1777
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered Registered price per share (1) price registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $31.625 $31,625,000 $10,906
$.01 par value
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices for such stock on May 8, 1996, as reported by the Nasdaq National
Market System.
================================================================================
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PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Patterson Dental Company (the "Company") incorporates herein by reference
the following documents or portions of documents, as of their respective dates
as filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
April 29, 1995, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended July 29, 1995, October 28, 1995 and January 27, 1996, filed pursuant
to Section 13 of the 1934 Act;
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, Registration No. 33-51304.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended, and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company, as a Minnesota corporation, is subject to the Minnesota
Business Corporation Act Section 302A.521 which provides that a corporation
shall indemnify any director, officer, employee or agent of the corporation made
or threatened to be made a party to a proceeding, by reason of the former or
present "official capacity" (as therein defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if such person: (i) has not been
indemnified by another organization with respect to the same proceeding; (ii)
acted in good faith; (iii) received no improper personal benefit; (iv) in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful; (v) when acting in such person's official capacity, reasonably
believed that the conduct was in the best interest of the Company; and (vi) when
acting in an official capacity to another organization or employee benefit plan,
at the request of the Company, reasonably believed that the conduct was not
opposed to the best interest of the Company. Section 302A.521 also provides
that the articles of incorporation or bylaws of a company may prohibit
indemnification or advances of expenses otherwise required by Section 302A.521
or may impose conditions on indemnification or advances of expenses in addition
to the conditions described above, including, without limitation, monetary
limits on indemnification or advances of expenses, if the conditions apply
equally, to all persons or to all persons within a given class. "Proceeding"
means a threatened, pending or completed civil, criminal, administrative,
arbitration or investigative proceeding, including one by or in the right of the
corporation. Article VI of the Company's Bylaws provides that the Company shall
indemnify directors and former directors, officers and former officers, members
and former members of committees appointed by the Company's Board of Directors
and employees and former employees of the Company, all in accordance with the
terms and provisions of the Minnesota Business Corporation Act Section
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302A.521. Article VI also provides that the Company shall not be obligated to
indemnify any other person or entity, except to the extent such obligation shall
be specifically approved by resolution of the Company's Board of Directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
5 Opinion of Briggs and Morgan, Professional Association
23(i) Consent of Auditors
23(ii) Consent of Briggs and Morgan, Professional Association (contained
in Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes as follows:
(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 1933;
(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 the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
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 the
foregoing paragraphs is contained in 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 the 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.
(4) 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 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
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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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Minneapolis and the State of Minnesota on the 13th
day of May, 1996.
PATTERSON DENTAL COMPANY
By /s/ Peter L. Frechette
----------------------------
Peter L. Frechette
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter L. Frechette and Ronald E. Ezerski, or
either of them (with full power to act alone), as his true and lawful attorneys-
in-fact and agents, with full powers of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or 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 date indicated.
<TABLE>
<S> <C> <C>
/s/ Peter L. Frechette President (Principal Executive May 13, 1996
- ------------------------ Officer) and Director
Peter L. Frechette
/s/ Ronald E. Ezerski Treasurer (Principal Financial May 13, 1996
- ------------------------ and Accounting Officer) and
Ronald E. Ezerski Director
Director May __, 1996
- ------------------------
David K. Beecken
Director May __, 1996
- ------------------------
Andre B. Lacy
/s/ Burt E. Swanson Director May 2, 1996
- ------------------------
Burt E. Swanson
</TABLE>
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<PAGE>
EXHIBIT INDEX TO
FORM S-8
PATTERSON DENTAL COMPANY
Exhibit Page No.
- ------- --------
5 Opinion of Briggs and Morgan, Professional Association 7
23(i) Consent of Independent Auditors 8
23(ii) Consent of Briggs and Morgan, Professional Association
(contained in Exhibit 5)
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Exhibit 5
May 13, 1996
Patterson Dental Company
1031 Mendota Heights Road
Saint Paul, Minnesota 55120
RE: PATTERSON DENTAL COMPANY CAPITAL ACCUMULATION PLAN
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
In connection with the proposed issuance of 1,000,000 shares of common
stock, $.01 par value (the "Shares"), of Patterson Dental Company (the
"Company") in conjunction with the Company's Capital Accumulation Plan (the
"Plan") and to be registered under the Securities Act of 1933, as amended, on
Form S-8 (the "Registration Statement"), we have examined such documents and
have reviewed such questions of law as we have considered necessary and
appropriate for the purposes of this opinion and, based thereon, we advise you
that, in our opinion the Shares have been duly authorized by the Company and
when duly executed and authenticated, paid for and delivered in accordance with
the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By /s/ Christopher C. Cleveland
-------------------------------
Christopher C. Cleveland
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<PAGE>
Exhibit 23(i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Capital Accumulation Plan of Patterson Dental Company of
our reports dated June 1, 1995, with respect to the consolidated financial
statements of Patterson Dental Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended April 29, 1995 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Minneapolis, Minnesota
May 8, 1996
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