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As filed with the Securities and Exchange Commission on February 20, 1997
Registration No. 333-19951
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PATTERSON DENTAL COMPANY
(Exact name of registrant as specified in its charter)
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<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)
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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: [ ]
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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.
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SEC registration fee................................... $ 345
Legal fees and expenses................................ 3,500
Accounting fees and expenses........................... 5,400
Miscellaneous (including listing fees, if applicable).. 1,000
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Total................................................ $10,245
=======
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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).
- -------------------------
+ Previously filed.
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;
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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.
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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 St. Paul and State of Minnesota, on
February 20, 1997.
Patterson Dental Company
By /s/ Peter L. Frechette
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Peter L. Frechette
Chairman, President
and Chief Executive Officer
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.
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Signature Title Date
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/s/ Peter L. Frechette Chairman, President, Chief February 20, 1997
- ------------------------ Executive Officer and Director
Peter L. Frechette (Principal Executive Officer)
*
Vice President, Treasurer,
- ------------------------ Secretary, Chief Financial
Ronald E. Ezerski Officer and Director (Principal
Accounting Officer and Principal
Financial Officer)
*
Director
- ------------------------
David K. Beecken
*
Director
- ------------------------
Andre E. Lacy
*
Director
- ------------------------
Burt E. Swanson
*By: /s/ Matthew L. Levitt February 20, 1997
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Matthew L. Levitt
Attorney-In-Fact
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EXHIBIT INDEX
NUMBER DESCRIPTION
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+ 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).
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+ Previously filed.
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in
the Prospectus contained in the Registration Statement on Form S-3 (File No.
333-19951) 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, except for Note 7 as to which the date is July 3, 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
February 13, 1997
