<PAGE>
As filed with the Securities and Exchange Commission on January 17, 1997
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PATTERSON DENTAL COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
MINNESOTA 5047 41-0886515
(State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
1031 MENDOTA HEIGHTS ROAD
ST. PAUL, MINNESOTA 55120
(612) 686-1600
(Address and telephone number, including area code, of registrant's principal
executive offices)
RONALD E. EZERSKI, CHIEF FINANCIAL OFFICER
PATTERSON DENTAL COMPANY
1031 MENDOTA HEIGHTS ROAD
ST. PAUL, MINNESOTA 55120
(612) 686-1600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
AVRON L. GORDON, ESQ. MATTHEW L. LEVITT, ESQ.
BRETT D. ANDERSON, ESQ. PATTERSON DENTAL COMPANY
BRIGGS AND MORGAN, P.A. 1031 MENDOTA HEIGHTS ROAD
2400 IDS CENTER ST. PAUL, MINNESOTA 55120
MINNEAPOLIS, MINNESOTA 55402 (612) 686-1777
(612) 334-8400
_______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE 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, check the following box: [X]
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box: [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: [ ]
If this form is a post effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK ($.01 PAR VALUE).. 41,700 $27.25 $1,136,325 $345
============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the last reported sale price for
such stock on January 13, 1997, as reported by the Nasdaq 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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted prior to the time the registration statement becomes+
+effective. This prospectus shall not constitute an offer to sell or the +
+solicitation of an offer to buy nor shall there by any sale of these +
+securities in any state in which such offer, solicitation or sale would be +
+unlawful prior to registration or qualification under the securities laws of +
+any such state. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JANUARY 17, 1997
PROSPECTUS
- --------------------------------------------------------------------------------
41,700 SHARES
PATTERSON DENTAL COMPANY
COMMON STOCK
- --------------------------------------------------------------------------------
This Prospectus relates to 41,700 shares of Common Stock (the "Shares"),
par value $.01 per share (the "Common Stock"), of Patterson Dental Company (the
"Company") that may be offered for sale for the account of certain shareholders
of the Company as stated herein under the heading "Selling Shareholders." No
period of time has been fixed within which the Shares may be offered or sold.
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "PDCO." On January 13, 1997, the average of the high and low prices of
the Common Stock on the Nasdaq National Market was $27.25 per share.
The Selling Shareholders have advised the Company that sales of the Shares
by them, or by their pledgees, donees, transferees or other successors in
interest, may be made from time to time in the over-the-counter market, through
negotiated transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices. The Shares may be sold by one or more of the
following methods: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. Sales may be made
pursuant to this Prospectus to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders or the purchasers of Common Stock for whom such broker-
dealer may act as agent or to whom they may sell as principal, or both (which
compensation as to a particular broker-dealer may be in excess of customary
commissions). One or more supplemental prospectuses will be filed pursuant to
Rule 424 under the Securities Act of 1933, as amended (the "Securities Act") to
describe any material arrangements for the sales of the Shares when such
arrangements are entered into by any of the Selling Shareholders and any other
broker-dealers that participate in the sale of the Shares.
The Selling Shareholders and any broker-dealers or other persons acting on
their behalf in connection with the sale of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit realized by them on the resale of the Shares as
principals may be deemed to be underwriting commissions under the Securities
Act. As of the date hereof, there are no special selling arrangements between
any broker-dealer or other person and any Selling Shareholder.
The Company will not receive any part of the proceeds of any sales of
Shares pursuant to this Prospectus. Pursuant to the terms of registration
rights granted to the Selling Shareholders, the Company will pay all the
expenses of registering the Shares, except for selling expenses incurred by the
Selling Shareholders in connection with this offering, including any fees and
commissions payable to broker-dealers or other persons, which will be borne by
the Selling Shareholders. In addition, such registration rights provide for
certain other usual and customary terms, including indemnification by the
Company of the Selling Shareholders against certain liabilities arising under
the Securities Act.
THE SHARES INVOLVE CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 6
OF THIS PROSPECTUS.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
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 ________________, 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 filed by the Company pursuant to the Exchange
Act may be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the regional offices of the Commission located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Commission maintains a Web site that contains reports,
proxy 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-3 under the Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus does not contain all of the information, exhibits and undertakings
set forth in the Registration Statement, certain parts of which are omitted as
permitted by 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 previously filed by the Company (File No. 0-20572)
with the Commission pursuant to the Exchange Act are incorporated into this
Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended April 27,
1996, filed on July 26, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended July 27, 1996 and October 26, 1996, filed on September 6, 1996
and December 9, 1996, respectively.
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form S-1 (No. 33-51304) filed on August 26,
1992.
(d) The Company's Current Report on Form 8-K filed on September 24, 1996,
relating to the Company's acquisition from Deluxe Corporation, St.
Paul, Minnesota ("Deluxe") of substantially all of the assets of the
Colwell division of Deluxe.
(e) The Company's Current Report on Form 8-K filed on October 15, 1996,
relating to the Company's acquisition from Deluxe Corporation, St.
Paul, Minnesota ("Deluxe") of substantially all of the assets of the
Colwell division of Deluxe.
(f) The Company's Current Report on Form 8-K/A filed on December 13, 1996,
relating to the Company's acquisition from Deluxe Corporation, St.
Paul, Minnesota ("Deluxe") of substantially all of the assets of the
Colwell division of Deluxe.
(g) The Company's Definitive Schedule 14A (Proxy Statement) filed on July
26, 1996, relating to the Company's Annual Meeting of Shareholders
held on September 9, 1996.
2
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
Any statement contained herein or in a document all or any portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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 this
Prospectus is delivered, upon written or oral request of any such person, a copy
of any or all of the foregoing documents (other than exhibits to such documents
which are not specifically incorporated by reference in such documents).
Written requests for such copies should be directed to the Company at 1031
Mendota Heights Road, St. Paul, Minnesota 55120, Attention: Chief Financial
Officer. Telephone requests may be directed to the office of the Chief
Financial Officer of the Company at (612) 686-1600.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified by the more detailed information and
consolidated financial statements appearing elsewhere or incorporated by
reference in this Prospectus. This Prospectus contains forward-looking
statements that involve risks and uncertainties. Purchasers of the Company's
Common Stock are cautioned that the Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include those factors
discussed herein under "Risk Factors" and elsewhere in the Prospectus.
THE COMPANY
Patterson Dental Company (the "Company") distributes dental supplies and
equipment in the United States and Canada. The Company currently supplies a
full line of over 70,000 products to dentists, dental laboratories and
institutions. These products include supplies such as x-ray film and solutions,
impression materials and restorative materials, hand instruments and
sterilization and protective products and equipment such as x-ray machines,
handpieces, dental chairs, dental handpiece control units, diagnostic equipment,
sterilizers, dental lights and compressors, as well as a full line of office
supply products used by dental, medical and other health care practitioners.
The Company's product line includes approximately 1,500 private-label products
sold under the Patterson name. The Company also offers customers a full range
of related services including dental equipment installation, maintenance and
repair, dental office design and equipment financing. Unless otherwise
indicated, all references to the Company include its subsidiaries: Direct Dental
Supply Co.; Patterson Dental Canada, Inc.; Patterson Dental Supply, Inc.; and
Colwell Systems, Inc.
The Company markets its products and services through more than 750 direct
sales representatives and equipment specialists who operate through 90 sales
offices in the United States and Canada. The Company processes an average of
more than 8,000 customer orders each business day using a computerized order
processing network that links the Company's sales offices and 9 distribution
centers. The Company estimates that 97% of its consumable goods orders are
shipped complete within 24 hours. Customers may order through a sales
representative or directly from the Company by mail, telephone and, for selected
customers, electronically through the Company's personal computer-based remote
order entry system (REMO) or hand-held bar code scanner (PDXpress/TM/). To
support its marketing efforts and facilitate order entry, the Company publishes
an annual catalog containing approximately 10,000 dental products; a semiannual
publication, Patterson Today, featuring dental equipment; and periodic direct
mail advertisements highlighting popular and specially priced items.
In May 1985, a holding company formed by the Company's management and
certain investors purchased the Company's predecessor, then a Delaware
corporation, from a subsidiary of The Beatrice Companies, Inc. Following the
acquisition, management implemented strategies to enhance profitability through
improving operating efficiency and the quality and breadth of customer service.
The Company instituted a computerized order processing network, improved
inventory tracking and other management information systems, introduced
centralized purchasing, and reduced the number of distribution locations in the
U.S. from 56 to 8. Management also enhanced revenue growth through internal
expansion and strategic acquisitions, including the 1987 acquisition of the
third largest U.S. distributor of dental products and the 1993 acquisition of
the second largest distributor of dental products in Canada. As a result of
implementing these strategies, net sales increased from $165.8 million for
fiscal 1986 to $581.9 million for fiscal 1996, operating margins increased every
year since fiscal 1985 and profitability increased from an operating loss for
fiscal 1986 to operating income of $43.7 million for fiscal 1996.
4
<PAGE>
On October 1, 1996, the Company acquired substantially all of the assets of
the Colwell division ("Colwell") of Deluxe Corporation ("Deluxe"). The
acquisition was made pursuant to an asset purchase agreement entered into on
September 12, 1996, between the Company and Deluxe. The acquisition was made by
Colwell Systems, Inc., a Minnesota Corporation and a wholly owned, direct
subsidiary of the Company. The purchase price was $60,000,000, plus the
assumption of $1,146,416 of Colwell's liabilities. The funds for the
acquisition were provided by the Company's available cash and an unsecured
revolving credit line maintained with First Bank National Association. Colwell
produces and markets a variety of office supply products used by dental, medical
and other health care practitioners, including insurance and billing forms,
stationery, envelopes, appointment calendars, file folders, accounting supplies
and other office products. Substantially all of the assets acquired consisted of
real estate, plant and equipment, inventory, accounts receivable and intangibles
used by Colwell in the conduct of its business. The Company intends to continue
to use the assets acquired for these purposes.
The Company began supplying dental equipment and supplies to dentists and
other customers in 1877. In 1985, the Company, then a Delaware corporation, was
acquired by PDA, Inc. ("PDA"), a Minnesota corporation controlled by members of
the Patterson Dental Company management. The Company, which was incorporated
under the Minnesota Business Corporation Act on June 15, 1992, merged with, and
became the successor to, PDA on July 17, 1992. The Company's corporate
headquarters and executive offices are located at 1031 Mendota Heights Road, St.
Paul, Minnesota 55120. The Company's telephone number is (612) 686-1600.
5
<PAGE>
RISK FACTORS
An investment in the Shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
risk factors, in addition to the other information set forth in this Prospectus,
in connection with an investment in the Shares of Common Stock offered hereby.
When used below and elsewhere in this Prospectus, including documents
incorporated herein by reference, the words "believes," "anticipates" and
"intends" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected. Potential
purchasers of the Company's Common Stock are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
hereof.
HEALTH CARE EXPENDITURES
Factors that may affect future operating results of the Company include:
(i) reduced growth in expenditures for dental services by private dental
insurance plans; (ii) the accuracy of the Company's assumptions concerning
future per capita expenditures for dental services, including assumptions as to
population growth and the demand for preventive dental services such as
periodontic, endodontic and orthodontic procedures; (iii) the rate of growth in
demand for infection control products currently used for prevention of the
spread of communicable diseases such as AIDS, hepatitis and herpes; (iv) changes
in economics of dentistry affecting dental practice growth and the demand for
dental products, including the ability and willingness of dentists to invest in
high-technology diagnostic and therapeutic products; and (v) the effects of
health care reform, increasing emphasis on controlling health care costs and
legislation or regulation of health care pricing, all of which may affect the
ability of dentists to obtain reimbursement for use of new and state-of-the-art
procedures and technologies.
RISKS RELATED TO RECENT ACQUISITION
Colwell Systems, Inc., a subsidiary of the Company, recently acquired
substantially all of the assets of the Colwell division of Deluxe Corporation
for a purchase price of $60,000,000, plus the assumption of $1,146,416 of
Colwell's liabilities. Colwell produces and markets a variety of office supply
products and forms used by dental, medical and other health care practitioners,
and specializes in print to order materials to help health care practitioners
increase operating efficiencies. Future operating results of Colwell Systems,
Inc. depend upon its ability to attract and retain customers by offering quick
response time and innovative products that meet industry reporting standards.
Because the cost of paper stock represents over half the cost of its paper and
printed products, future operating results may be subject to fluctuations in
paper prices. In addition, the introduction of computer-based technologies into
the management of health care practices may affect future demand for printed
products.
COMPETITION
The dental products distribution industry is highly competitive. The
Company's ability to retain its base of customers and to increase its market
share and the Company's ability to meet increased competition from national,
regional and full-service distributors and mail-order distributors of dental
products, while maintaining current or improved profit margins, will affect
future operating results of the Company.
The business of supplying office products and forms to dental, medical and
other practitioners is highly competitive. The principal competition faced by
Colwell Systems, Inc. consists of other national direct mail suppliers, as well
as local printing and office product suppliers which provide printed products
and office supplies to office-based health care practitioners.
6
<PAGE>
DEPENDENCE ON SALES PERSONNEL, KEY VENDORS AND MANUFACTURERS
The Company's future operating results are dependent upon the Company's
ability to maintain satisfactory relationships with qualified and motivated
sales personnel and key vendors and the Company's ability to create
relationships with additional manufacturers of quality, innovative products.
CONTROL BY MANAGEMENT
The current officers and directors of the Company will beneficially own
approximately 20.8% of the outstanding Common Stock after completion of this
offering. Accordingly, such persons will be able to exert substantial influence
over the composition of the Company's Board of Directors and generally direct
the affairs of the Company and may have the power to control the outcome of
shareholder approvals of business acquisitions, mergers and combinations and
other actions.
PRODUCT LIABILITY
Although the Company does not manufacture any products, it is subject to
claims related to the products it distributes. The Company has not historically
had a significant number of claims brought against it and has not incurred
significant liabilities due to such claims; however, any significant increase in
claims could have an adverse impact on the Company. The Company believes that
its product liability insurance is adequate and that it also has certain rights
to indemnification from third parties, but there can be no assurance that claims
exceeding such coverage will not be made, that the Company will be able to
continue to obtain insurance coverage, or that the Company would be successful
in obtaining indemnification from such third parties.
CHANGES IN FDA REGULATIONS
The manufacture of certain dental products distributed by the Company is
subject to regulation by the United States Food and Drug Administration (the
"FDA"). Legislation such as the Safe Medical Devices Act and possible new FDA
regulations affecting medical products could have the effect of increasing the
cost of, and time needed to develop, dental products. The reclassification by
the FDA of certain dental products could require manufacturers to obtain FDA
approval before such products could be sold by distributors such as the Company.
The Company is not aware of any dental products sold by the Company which have
been affected by such regulations. The Company is unable to predict the
economic impact, if any, upon its business of any such regulations.
PRODUCT OBSOLESCENCE
Dental products may have life cycles and be subject to obsolescence,
resulting in a loss in the value of inventories or requiring a write-off of the
affected inventories. The Company has not historically had material losses
resulting from obsolescence, but could be affected in the future if a material
portion of the products it sells becomes obsolete.
MARKET FOR DENTAL SUPPLIES AND EQUIPMENT
Patterson estimates that sales of dental supplies and equipment sold at
wholesale in the United States represents a market of approximately $2.5 billion
and that its market share, based on fiscal 1996 sales, was approximately 20%.
The Company believes that one of the principal economic factors affecting demand
for dental services, and thus, for dental products, is the level of employment
in the United States. Future adverse conditions affecting employment and
benefits made available to workers could have a material adverse effect on the
Company's business and prospects.
7
<PAGE>
ANTI-TAKEOVER PROVISIONS
The Board of Directors of the Company is divided into three classes, with
the term of one of the three classes expiring each year. The Board of
Directors, without any action by the Company's shareholders, is authorized to
designate and issue the undesignated preferred shares of the Company in such
classes or series as it deems appropriate and to establish the rights,
preferences and privileges of such shares, including dividend, liquidation and
voting rights. The Company has no present plan to establish or issue any such
securities. In addition, various provisions of the Minnesota Business
Corporation Act restrict certain control share acquisitions and business
combinations. The existence of the classified Board of Directors, the ability
of the Board of Directors to designate and issue various classes and series of
preferred shares, and the statutory anti-takeover provisions under the Minnesota
Business Corporation Act could impede or deter an unsolicited tender offer or
takeover proposal regarding the Company, and the issuance of additional shares
having preferential rights could adversely affect the voting power and other
rights of holders of Common Stock.
SELLING SHAREHOLDERS
The following table sets forth, as of the date hereof, the name of each
Selling Shareholder, certain beneficial ownership information with respect to
the Selling Shareholders, and the number of Shares that may be sold from time to
time by each pursuant to this Prospectus. There can be no assurance that the
Shares offered hereby will be sold.
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING
SHARES SHARES SHARES
BENEFICIALLY BENEFICIALLY BENEFICIALLY
OWNED SHARES OWNED UPON OWNED UPON
PRIOR TO OFFERED COMPLETION OF THE COMPLETION OF THE
SELLING SHAREHOLDER OFFERING HEREBY OFFERING OFFERING
- ------------------- ------------ ------- ----------------- -----------------
<S> <C> <C> <C> <C>
The Irene Thau Trust 22,240 11,120 11,120 *
Patricia Thau Rudloff 9,452 4,726 4,726 *
Christopher E. Thau 9,452 4,726 4,726 *
Michael C. Thau 9,452 4,726 4,726 *
Robert G. Thau 9,452 4,726 4,726 *
William A. Thau, Jr. 9,452 4,726 4,726 *
Sandra S. Durham 6,950 3,475 3,475 *
Donald E. Schmitt 6,950 3,475 3,475 *
</TABLE>
_____________________
* Less than 1%.
This Prospectus includes Shares owned by The Irene Thau Trust, Patricia
Thau Rudloff, Christopher E. Thau, Michael C. Thau, Robert G. Thau, William A.
Thau, Jr., Sandra S. Durham and Donald E. Schmitt (the "Selling Shareholders").
The Shares were issued to the Selling Shareholders in connection with the merger
of a subsidiary of the Company and Thau-Nolde, Inc. which was completed on July
26, 1996.
All of the Selling Shareholders were former shareholders of Thau-Nolde,
Inc., some were formerly employed by Thau-Nolde, Inc. and some are currently
employed by the Company. Ms. Rudloff served as the president of Thau-Nolde, Inc.
and currently works as the manager of a St. Louis branch of one of the Company's
subsidiaries. Michael C. Thau, the trustee of The Irene Thau Trust, served as
the
8
<PAGE>
secretary/treasurer of Thau-Nolde, Inc. and is the operations manager of a St.
Louis branch of one of the Company's subsidiaries. The Selling Shareholders
provided the Company with a demand for registration for the Shares dated
November 20, 1996.
The Company has agreed to bear all expenses (other than selling commissions
and fees) in connection with the registration and sale of the Shares being
offered by the Selling Shareholders in over-the-counter market transactions or
in negotiated transactions. See "Plan of Distribution." The Company has filed
with the Commission a Registration Statement on Form S-3 under the Securities
Act with respect to the resale of the Shares from time to time in over-the-
counter market transactions or in negotiated transactions. This Prospectus
forms a part of such Registration Statement.
USE OF PROCEEDS
The Shares offered hereby will be sold by the Selling Shareholders. The
Company will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholders. See "Selling Shareholders."
PLAN OF DISTRIBUTION
The Shares offered hereby may be offered by the Selling Shareholders from
time to time. The Company will receive no proceeds from the sale of the Shares.
Sales may be effected by the Selling Shareholders in transactions on the Nasdaq
Stock Market, in negotiated transactions, or in a combination of such methods of
sale, at prices relating to prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions).
The Selling Shareholders and any persons who participate in the sale of the
Shares from time to time, may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act. Any commissions paid or discounts or
concessions allowed to any such persons and any profits received on resale of
the Shares, may be deemed to be underwriting compensation under the Securities
Act.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available.
The Company has agreed to indemnify such Selling Shareholders and their
control persons with respect to certain liabilities in connection with the sale
of the Shares pursuant to this Prospectus, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act.
In addition, certain Selling Shareholders have agreed to indemnify the Company,
its directors, officers, agents and control persons against certain liabilities
incurred as a result of information provided by the Selling Shareholders for use
in this Prospectus. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted pursuant to the foregoing provisions, the
Company has been informed 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.
LEGAL MATTERS
The validity of the Shares offered hereby and certain legal matters
pertaining to the Company were passed upon on behalf of the Company by Matthew
L. Levitt, Esq., General Counsel to the Company.
9
<PAGE>
EXPERTS
The consolidated financial statements of Patterson Dental Company,
appearing in Patterson Dental Company's Annual Report (Form 10-K) for the year
ended April 27, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon, included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The statements of net assets acquired as of December 31, 1995 and 1994, and
statements of revenues and direct operating expenses for the years ended
December 31, 1995 and 1994 of Colwell, an operating division of Deluxe
Corporation, incorporated in this Prospectus by reference from Patterson Dental
Company's Current Report on Form 8-K/A filed on December 13, 1996, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and such financial statements
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
10
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER DESCRIBED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE UNDER THIS PROSPECTUS SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE OF ANY DOCUMENTS
INCORPORATED HEREIN BY REFERENCE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES, OR AN OFFER OR SOLICITATION IN ANY STATE TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
_____________________
TABLE OF CONTENTS
_____________________
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information............... 2
Incorporation of Certain Documents
by Reference...................... 2
Prospectus Summary.................. 4
The Company......................... 4
Risk Factors........................ 6
Selling Shareholders................ 8
Use of Proceeds..................... 9
Plan of Distribution................ 9
Legal Matters....................... 9
Experts............................. 10
</TABLE>
================================================================================
================================================================================
41,700 SHARES
PATTERSON DENTAL
COMPANY
COMMON STOCK
____________________
PROSPECTUS
____________________
____________, 1997
================================================================================
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by the Company
in connection with the sale and distribution of the Shares being registered. All
amounts shown are estimates, except the registration fee.
<TABLE>
<S> <C>
SEC registration fee................................... $ 345
Legal fees and expenses................................ 3,500
Accounting fees and expenses........................... 5,400
Miscellaneous (including listing fees, if applicable).. 1,000
-------
Total................................................ $10,245
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Minnesota corporation. Reference is made to Minnesota
Statutes Section 302A.521 which provides that a Minnesota business 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 defined) of the person, against judgments,
penalties, fines, settlements and reasonable expenses incurred by the person in
connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.
Article VI of the Company's Bylaws provides that officers, directors,
members of committees appointed or designated by the Board of Directors and
employees, past or present, of the Company shall be indemnified by the Company,
in accordance with the terms and conditions of Minnesota Statutes, Section
302A.521.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
5 Opinion of Matthew L. Levitt, Esq.
23.1 Consent of Matthew L. Levitt, Esq. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on signature page to the Registration
Statement).
ITEM 17. UNDERTAKINGS
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 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;
II-1
<PAGE>
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those 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.
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 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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 provisions summarized in Item 15 above, 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.
The undersigned Registrant hereby undertakes that (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance on Rule 430A and contained in the form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement as of the time it was
declared effective and (2) for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
II-2
<PAGE>
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 St. Paul and State of Minnesota, on January 17, 1997.
Patterson Dental Company
By /s/ Peter L. Frechette
--------------------------------------
Peter L. Frechette
Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Ronald E. Ezerski and Matthew L. Levitt as his or her
true and lawful attorney-in-fact and agent, with full powers 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 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 attorney-in-fact and
agent, 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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or her 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 on the dates and
in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter L. Frechette Chairman, President, Chief January 17, 1997
- ------------------------ Executive Officer and Director
Peter L. Frechette (Principal Executive Officer)
/s/ Ronald E. Ezerski Vice President, Treasurer, January 17, 1997
- ------------------------ Secretary, Chief Financial
Ronald E. Ezerski Officer and Director (Principal
Accounting Officer and Principal
Financial Officer)
/s/ David K. Beecken Director January 17, 1997
- ------------------------
David K. Beecken
/s/ Andre B. Lacy Director January 17, 1997
- ------------------------
Andre B. Lacy
/s/ Burt E. Swanson Director January 17, 1997
- ------------------------
Burt E. Swanson
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------
5 Opinion of Matthew L. Levitt, Esq.
23.1 Consent of Matthew L. Levitt, Esq. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on signature page to Registration
Statement).
<PAGE>
EXHIBIT 5
January 17, 1997
Patterson Dental Company
1031 Mendota Heights Road
St. Paul, Minnesota 55120
Gentlemen:
I am General Counsel to Patterson Dental Company, a Minnesota corporation
(the "Company"), in connection with its filing of a registration statement on
Form S-3 (the "Registration Statement"), under the Securities Act of 1933, as
amended, in connection with the proposed sale by the Selling Shareholders of
41,700 shares of Common Stock, $.01 par value, of the Company (the "Shares").
I have examined the Registration Statement and those documents, corporate
records, and other instruments I deemed relevant as a basis for the opinion
herein expressed.
Based on the foregoing, it is my opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission, and the Shares have been sold as contemplated by the
Registration Statement, the Shares will be legally and validly issued, fully-
paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to myself under the caption "Legal
Matters" in the Prospectus included in such Registration Statement.
/s/ Matthew L. Levitt
--------------------------------------
Matthew L. Levitt
General Counsel
Patterson Dental Company
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Patterson Dental
Company for the registration of 41,700 shares of its Common Stock and to the
incorporation by reference therein of our reports dated May 29, 1996, with
respect to the consolidated financial statements and schedule of Patterson
Dental Company included in its Annual Report (Form 10-K) for the year ended
April 27, 1996, filed with the Securities and Exchange Commission.
Minneapolis, Minnesota /s/ ERNST & YOUNG LLP
January 14, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration
Statement of Patterson Dental Company for the registration of 41,700 shares of
its Common Stock on Form S-3 of our report dated October 7, 1996, with respect
to the statements of net assets acquired as of December 31, 1995 and 1994 and
statements of revenues and direct operating expenses for the years ended
December 31, 1995 and 1994 of Colwell, an operating division of Deluxe
Corporation, appearing in Patterson Dental Company's Current Report on Form
8-K/A filed on December 13, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
Minneapolis, Minnesota /s/ DELOITTE & TOUCHE LLP
January 14, 1997
