<PAGE>
As filed with the Securities and Exchange Commission on November 26, 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)
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<CAPTION>
<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: [ ]
CALCULATION OF REGISTRATION FEE
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===============================================================================================================
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK ($.01 PAR VALUE).. 299,099 $41.125 $12,300,446 $3,728
===============================================================================================================
</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 November 25, 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>
SUBJECT TO COMPLETION, DATED NOVEMBER 26, 1997
PROSPECTUS
- --------------------------------------------------------------------------------
299,099 SHARES
PATTERSON DENTAL COMPANY
COMMON STOCK
- --------------------------------------------------------------------------------
This Prospectus relates to 299,099 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 November 25, 1997, the average of the high and low prices of
the Common Stock on the Nasdaq National Market was $40.875 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 purchase 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.
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.
<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 26,
1997, filed on July 25, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 26, 1997, filed on September 8, 1997.
(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 5, 1997,
relating to the Company's sale of equity securities to Canadian
investors in a private transaction pursuant to Regulation S.
(e) The Company's Current Report on Form 8-K filed on November 26, 1997,
relating to the restatement of certain financial information and the
sale of equity securities to Canadian investors in a private
transaction pursuant to Regulation S.
(f) The Company's Definitive Schedule 14A (Proxy Statement) filed on July
29, 1997, relating to the Company's Annual Meeting of Shareholders
held on September 8, 1997.
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
2
<PAGE>
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 75,000 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. Patterson's Colwell
division provides a variety of printed products and office supplies to office-
based healthcare providers including medical and dental offices. Unless
otherwise indicated, all references to the Company include its subsidiaries:
Direct Dental Supply Co.; Patterson Dental Canada, Inc.; Patterson Dental
Supply, Inc.; and Canadian Dental Supply Ltd.
The Company markets its products and services through more than 750 direct
sales representatives and equipment specialists who operate through 92 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 eight domestic
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), a hand-held bar code scanner (PDXpress), or a
smart phone with credit card processing (PassPort Plus). 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, the 1993 acquisition of the
second largest distributor of dental products in Canada and the October 1996
acquisition of the Colwell division ("Colwell") of Deluxe Corporation
("Deluxe"), a direct marketer of stationery and office products to healthcare
providers. As a result of implementing these strategies, net sales increased
from $165.8 million for fiscal 1986 to $687.9 million for fiscal 1997, operating
margins increased every year since fiscal 1985
4
<PAGE>
and profitability increased from an operating loss for fiscal 1986 to operating
income of $51.2 million for fiscal 1997.
In October 1996, the Company acquired substantially all of the assets of
Colwell pursuant to an asset purchase agreement between the Company and Deluxe.
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.
Effective August 26, 1997, the Company acquired Canadian Dental Supply Ltd.
("CDS"), a Vancouver, British Columbia, based dental distributor. In connection
with the acquisition, the Company issued 112,432 shares of its Common Stock to
CDS shareholders. The transaction was accounted for as a pooling of interests.
In July 1997, the Company exchanged 186,667 shares of its Common Stock for all
of the outstanding shares of EagleSoft, Incorporated ("EagleSoft"), an entity
which designs and sells software systems for dental practices.
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 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; MARKET FOR DENTAL SUPPLIES AND EQUIPMENT
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 the 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.
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 1997 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.
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. In addition to one other national,
full-service firm, which is believed to have sales exceeding those of the
Company, there are at least 20 full-service distributors which operate on a
regional level, and hundreds of small local distributors. A number of these
independent distributors are members of a purchasing group known as the ADC
buying group ("ADC"). ADC purchases dental products and obtains volume discounts
for the benefit of its members. ADC members, who market and sell products
independently, are believed to have combined sales exceeding those 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 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 beneficially own
approximately 20% of the outstanding Common Stock. Accordingly, such persons
are 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"). The FDA's interpretation of legislation such as the Safe Medical
Devices Act of 1990, 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.
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.
7
<PAGE>
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
SHARES SHARES OUTSTANDING
BENEFICIALLY BENEFICIALLY SHARES BENEFICIALLY
OWNED(1) 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>
Cherry Holdings Ltd. 72,536 72,536 - -
Scott R. Kabbes 67,689 67,689 - -
Joseph F. Brumleve 54,104 54,104 - -
Tamara K. Prazak 27,052 27,052 - -
Theresa K. Schmehil 27,052 27,052 - -
John Ounapuu 8,090 8,090 - -
Leslie Subryan 6,562 6,562 - -
Gerry Palmer 6,277 6,277 - -
Craig Kabbes 5,385 5,385 - -
David Sproat 5,385 5,385 - -
Bob Jamison 3,038 3,038 - -
Rick Watts 3,034 3,034 - -
Bill Scott 1,234 1,234 - -
Stewart Cannon 1,196 1,196 - -
Robert McTavish 707 707 - -
Alan Roberts 686 686 - -
Adair Cardinal 548 548 - -
Larry Maxwell 510 510 - -
Tom McGimpsey 510 510 - -
Mike Wilhelm 493 493 - -
Colin Casebeer 472 472 - -
William Jackson 472 472 - -
Robert Munden 472 472 - -
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES SHARES OUTSTANDING
BENEFICIALLY BENEFICIALLY SHARES BENEFICIALLY
OWNED(1) 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>
Douglas Tulk 472 472 - -
Robin Volk 471 471 - -
Gerry Crandles 354 354 - -
Bryan Buss 274 274 - -
Earl Korber 274 274 - -
Robert Scott 274 274 - -
Sandy Wright 274 274 - -
Dean Callon 236 236 - -
Diane Ireland 236 236 - -
Steve Sale 236 236 - -
Joan Van Paridon 235 235 - -
Chun Kee Siu 168 168 - -
Lois Baker 155 155 - -
Frank Wischlinski 118 118 - -
John Cismas 109 109 - -
Darshan Jhooti 109 109 - -
Rick Throssell 109 109 - -
Paul Jhooti 101 101 - -
Dave Langton 92 92 - -
Jack Derhovagimian 84 84 - -
Wendy James 71 71 - -
Kevin Johnson 71 71 - -
Martin Kurek 71 71 - -
Don Lotzer 71 71 - -
Dave Mitchell 71 71 - -
Peter Rooke 71 71 - -
Ian Shypanski 71 71 - -
Jim Soganic 71 71 - -
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES SHARES OUTSTANDING
BENEFICIALLY BENEFICIALLY SHARES BENEFICIALLY
OWNED(1) 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>
Russ Holmes 59 59 - -
Don Criss 54 54 - -
Steve Imbach 54 54 - -
Gordon McDowell 54 54 - -
Rick Miller 46 46 - -
Mike Archer 37 37 - -
Don Gerrior 37 37 - -
Harry Hogan 37 37 - -
Linda Kwan 37 37 - -
Regina Leung 37 37 - -
Henry Yuen 37 37 - -
Morris Begin 29 29 - -
Bob Mahoney 29 29 - -
Stephen Johnson 25 25 - -
Doug Sandberg 25 25 - -
Debra Sharp 25 25 - -
Eric Hough 12 12 - -
Cecilia Tam 12 12 - -
</TABLE>
_______________
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Commission and accordingly, may include securities owned
by or for, among others, the spouse, children or certain other relatives of
such person, as well as other securities over which the person has or
shares voting or investment power or securities which the person has the
right to acquire within 60 days.
This Prospectus includes 112,432 shares of Common Stock owned by former
shareholders of CDS and 186,667 shares of Common Stock owned by former
shareholders of EagleSoft (collectively, the "Selling Shareholders"). The
Shares were issued to the Selling Shareholders in connection with acquisitions
completed by the Company in 1997. All of the Selling Shareholders, except
Cherry Holdings Ltd., Joseph F. Brumleve, Tamara K. Prazak and Theresa K.
Schmehil, are either past or present employees of the Company or its
subsidiaries.
10
<PAGE>
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 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 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.
11
<PAGE>
EXPERTS
The consolidated financial statements of Patterson Dental Company,
appearing in Patterson Dental Company's Annual Report on Form 10-K for the year
ended April 26, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon, included therein and
incorporated herein by reference. The supplemental consolidated financial
statements of Patterson Dental Company appearing in Patterson Dental Company's
Current Report on Form 8-K filed on November 26, 1997, have been audited by
Ernst & Young LLP, as set forth in their reports included therein and
incorporated herein by reference. Such consolidated financial statements and
supplemental financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
12
<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
_____________________
Page
----
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..................... 11
Plan of Distribution................ 11
Legal Matters....................... 11
Experts............................. 12
299,099 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>
<CAPTION>
<S> <C>
SEC registration fee................................... $ 3,728
Legal fees and expenses................................ 5,000
Accounting fees and expenses........................... 5,400
Miscellaneous (including listing fees, if applicable).. 6,872
-------
Total................................................ $21,000
=======
</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
5.1 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.
24.1 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;
II-1
<PAGE>
(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 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 November 26,
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.
Signature Title Date
--------- ----- ----
/s/ Peter L. Frechette Chairman, President, Chief November 26, 1997
- ------------------------ Executive Officer and Director
Peter L. Frechette (Principal Executive Officer)
/s/ Ronald E. Ezerski Vice President, Treasurer, November 26, 1997
- ------------------------ Secretary, Chief Financial Officer
Ronald E. Ezerski and Director (Principal Accounting
Officer and Principal Financial
Officer)
/s/ David K. Beecken Director November 26, 1997
- ------------------------
David K. Beecken
/s/ Andre B. Lacy Director November 26, 1997
- ------------------------
Andre B. Lacy
/s/ Burt E. Swanson Director November 26, 1997
- ------------------------
Burt E. Swanson
II-3
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------- --------------------------------------------------------------
5.1 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.
24.1 Power of Attorney (included on signature page to Registration
Statement).
<PAGE>
EXHIBIT 5.1
November 26, 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
299,099 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 the Shares are legally and
validly issued, fully-paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 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 299,099 shares of its Common Stock and to the
incorporation by reference therein of our reports dated May 22, 1997, with
respect to the consolidated financial statements and schedule of Patterson
Dental Company included in its Annual Report on Form 10-K for the year ended
April 26, 1997, and our report dated May 22, 1997 (except for the pooling of
interests with Canadian Dental Supply Ltd. described in Note 2, for which the
date is August 26, 1997) with respect to the supplemental consolidated financial
statements of Patterson Dental Company included in its Current Report on Form 8-
K filed on November 26, 1997, with the Securities and Exchange Commission.
Minneapolis, Minnesota /s/ ERNST & YOUNG LLP
November 20, 1997
