<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1999
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)
Minnesota 41-0886515
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5047
(Primary Standard Industrial
Classification Code Number)
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(651) 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
(651) 686-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Avron L. Gordon, Esq.
Brett D. Anderson, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
Minneapolis, Minnesota 55402
(612) 334-8400
Matthew L. Levitt, Esq.
Patterson Dental Company
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(651) 686-1777
---------------
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the Registration Statement becomes effective.
---------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to 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).......... 214,317 $36.4375 $7,809,176 $2,171
===========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low sale
prices for such stock on May 19, 1999, as reported by the Nasdaq National
Market.
--------------------------
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>
The information contained in this prospectus is not complete and may be amended.
These securities may not be sold until the related registration statement filed
with the SEC or any applicable state securities commission becomes effective.
This prospectus is not an offer to sell nor is it seeking an offer to buy any
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 24, 1999
PROSPECTUS
- --------------------------------------------------------------------------------
214,317 Shares
Patterson Dental Company
Common Stock
- --------------------------------------------------------------------------------
The shareholders of Patterson identified on page 7 are offering and selling
214,317 shares of common stock under this prospectus. We will not receive any
part of the proceeds from this offering.
Our common stock is quoted on the Nasdaq National Market and trades under
the ticker symbol "PDCO." On May 19, 1999, the closing price of one share of our
stock on the Nasdaq National Market was $36.50.
---------------
Neither the SEC nor any state securities commission has approved or
disapproved these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
---------------
The shares involve risks. See "Risk Factors" beginning on page 4.
---------------
The date of this prospectus is ____________, 1999
<PAGE>
PROSPECTUS SUMMARY
Because this is a summary, it does not contain all the information that may
be important to you. You should read the entire prospectus carefully before you
decide to invest.
Patterson
We distribute dental supplies and equipment in the United States and
Canada. We currently supply a full line of over 82,500 products to dentists,
dental laboratories and institutions. These products include supplies and
equipment such as:
o x-ray film and solutions
o impression materials
o restorative materials
o hand instruments
o sterilization products
o protective products
o x-ray machines
o handpieces
o dental chairs
o dental handpiece control units
o diagnostic equipment
o sterilizers
o dental lights
o compressors
Our product line includes approximately 2,000 private-label products sold
under the Patterson name. We also offer customers a full range of related
services including dental equipment installation, maintenance and repair, dental
office design and equipment financing.
We market our dental products and services through over 900 direct sales
representatives and equipment specialists who operate through 91 sales offices
in the United States and Canada. We process an average of more than 8,000
customer orders each business day using a computerized order processing network
that links our sales offices and nine distribution centers. We estimate that 97%
of our consumable goods orders are shipped complete within 24 hours. Customers
may order through a sales representative or directly from us by mail or
telephone. Some of our larger customers may place their orders electronically
through our personal computer-based remote order entry system, a hand-held bar
code scanner, or a smart phone with credit card processing. To support our
marketing efforts and facilitate order entry, we publish a 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.
We also distribute a variety of printed products and office supplies to
office-based healthcare providers including medical and dental offices, as well
as Windows(R) based practice management software for dental offices. Unless
otherwise indicated, all references to Patterson include the following
subsidiaries: Direct Dental Supply Co.; Patterson Dental Canada, Inc. and
Patterson Dental Supply, Inc.
The offering
We issued the securities covered by this prospectus to the selling
shareholders in connection with our acquisition of Professional Business
Systems, Inc. Professional Business Systems manufactures and distributes filing
systems and other practice management systems.
The selling shareholders may offer their shares through public or private
transactions, on or off the Nasdaq National Market, at prevailing market prices
or privately negotiated prices. No period of time has been fixed within which
the shares may be offered or sold.
2
<PAGE>
General
We began supplying dental equipment and supplies to dentists and other
customers in 1877. In 1985, PDA, Inc., a Minnesota corporation controlled by
members of our management, acquired Patterson, then a Delaware corporation.
Patterson was incorporated under the Minnesota Business Corporation Act on June
15, 1992. Patterson merged with and became the successor to PDA on July 17,
1992.
Our corporate headquarters and executive offices are located at 1031
Mendota Heights Road, St. Paul, Minnesota 55120. Our telephone number is (651)
686-1600.
3
<PAGE>
RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks, including those described below. You should consider carefully
these risk factors, and the other information included in this prospectus,
before you decide to purchase shares of our common stock.
Health care expenditures may fall, decreasing our revenues.
The following factors could adversely affect our future operating results:
o Reduced growth in spending for dental services by private dental
insurance plans.
o Inaccurate assumptions by us concerning future spending for dental
services by individuals.
o Reduced growth in demand for infection control products currently used
to prevent the spread of communicable diseases.
o Reduced growth of dental practices and reduced demand for dental
products.
o Dentists' inability to obtain reimbursement for new procedures and
technologies as a result of health care reform, increased emphasis on
controlling costs or legislation or regulation.
Adverse conditions affecting employment and worker benefits may negatively
affect the market for dental supplies and equipment.
We believe that the level of employment in the United States affects demand
for dental services and products. Future adverse conditions affecting employment
and worker benefits may materially adversely affect our business and prospects.
We estimate that wholesale sales of dental supplies and equipment in the United
States and Canada currently represent a market of approximately $3.3 billion per
year. We estimate that our market share, based on current sales data, is
approximately 24%. We cannot assure you that the market for dental supplies and
equipment or our market share will stay at current levels or grow.
Competition in dental products distribution could prevent us from getting or
keeping customers.
The dental products distribution industry is highly competitive.
Competition may force us to lose customers and market share. We face competition
in many forms, including national, regional and full-service distributors and
mail-order distributors of dental products. One such firm may have sales
exceeding our sales. Further, at least 12 regional, full-service distributors
and hundreds of small local distributors participate in the industry.
The business of supplying office products and forms to dental, medical and
other practitioners is highly competitive. Our line of office products and forms
faces competition from other national direct mail suppliers and local printing
and office product suppliers. The success of this product line depends on our
ability to attract and retain customers by offering quick response times and
innovative products that meet industry standards. Because the cost of paper
represents over half the cost of our printed products, changes in the price of
paper may also impact the profitability of this product line. The use of
computer-based technologies in the management of health care practices may also
negatively affect future demand for printed products.
4
<PAGE>
Our revenues depend on our relationships with qualified and motivated sales
personnel and key vendors as well as manufacturers of innovative products.
Our future operating results depend on our ability to maintain satisfactory
relationships with qualified and motivated sales personnel and key vendors. Such
results also depend on our ability to create relationships with additional
manufacturers of quality, innovative products.
Our management has the ability to significantly affect the outcome of
shareholder voting, including the possibility of taking actions contrary to the
preferences of shareholders at large.
As of May 15, 1999, our officers and directors beneficially owned
approximately 18% of our outstanding shares. Accordingly, such persons may exert
substantial influence over the election of directors and generally direct our
business affairs. Such persons may also control or substantially influence the
outcome of shareholder approvals of business acquisitions, mergers and
combinations and other actions.
We may be liable for injuries caused by the dental products we distribute.
Although we do not manufacture any dental products, some consumers have
brought a small number of claims against us related to the products we
distribute. To date, we have not incurred significant liability or expense in
connection with such claims. We could be adversely affected by (a) any
significant increase in successful claims, (b) claims exceeding our product
liability insurance coverage, (c) the failure to obtain adequate insurance
coverage, or (d) the failure to obtain indemnification from third parties.
We must comply with regulations governing the distribution of drugs and medical
devices and additional regulations could negatively affect our business.
Various federal, state and local government entities and agencies regulate
our operations. The Federal Food, Drug and Cosmetic Act and the Safe Medical
Devices Act both impact us. Such laws (a) regulate advertising, record keeping,
labeling, handling, storage and distribution of drugs and medical devices, (b)
require Federal Food and Drug Administration registration, and (c) impose
reporting requirements if a medical device causes serious illness, injury or
death. Each state in which we conduct business requires us to be licensed as a
distributor of drugs and medical devices. Additional laws or regulations may
materially adversely impact our business.
Our classified board, our ability to issue preferred stock and Minnesota law may
prevent a change in control.
Our Articles of Incorporation and Minnesota law could make it more
difficult for a third party to acquire control of Patterson, even if a change in
control would be beneficial to our shareholders. Our board of directors is
divided into three classes. Accordingly, our shareholders may not replace the
entire board at once. We may also issue preferred stock without shareholder
approval. Such issuances could make it more difficult for a third party to
acquire us. In addition, Minnesota restricts certain "control share
acquisitions" and "business combinations." Such factors could hamper or prevent
an unsolicited tender offer or takeover proposal and the issuance of preferred
stock could adversely affect the rights of our shareholders.
5
<PAGE>
Year 2000 compliance issues may negatively affect us.
Specific risks we face with regard to Year 2000 compliance issues include:
(a) the failure of our internal computer and non-computer systems, (b) the
failure of significant product vendors or service providers to timely complete
their Year 2000 resolution processes, and (c) decreased sales of dental supplies
and equipment as a result of disruptions in the economy.
We have completed our assessment of our major information technology and
technology reliant operating systems, including internal accounting, general
ledger, billing, inventory and accounts payable systems. We have nearly
completed implementing the necessary modifications and replacements of our
operating systems. We believe the incremental costs to complete this program
will not be material.
We are in the process of querying our significant suppliers of products and
services to determine the impact on us if such suppliers fail to prepare their
computer and non-computer systems for Year 2000. We have not yet completed our
assessment of the impact on us if significant suppliers fail to ready their
systems. If significant product vendors fail to timely prepare their systems for
Year 2000, they may be unable to ship products to us in a timely manner. That
means that we may not be able to offer such products to our customers. If
significant service providers fail to timely prepare their systems for Year
2000, we may be unable, in the case of vital utility services, to operate a
branch office or distribution center. While we could substitute products or
shift distribution or branch operations, the inability of significant suppliers
of products or services to complete their Year 2000 resolution processes in a
timely fashion could materially adversely affect us. At this time, we cannot
reasonably estimate the amount of lost revenue and other impact such events
could cause.
We believe we have an effective program in place to resolve our own Year
2000 issues in a timely manner. As noted above, the failure of significant
suppliers of products or services to resolve their own Year 2000 issues could
materially adversely affect us. In addition, disruptions in the economy in
general as a result of Year 2000 issues could also materially adversely affect
us by reducing the demand for dental services.
We currently have no contingency plans in place in the event that all
phases of our Year 2000 program are not completed or a significant supplier of
products or services fails to complete its Year 2000 resolution process. We are
in the process of evaluating whether such a plan is necessary.
Special note regarding our forward-looking statements.
Some of the information in this document may contain forward-looking
statements. You can identify such statements by noting the use of
forward-looking terms such as "believes," "expects," "plans," "estimates" and
other similar words. Risks, uncertainties or assumptions that are difficult to
predict may affect such statements. The risk factors presented above and other
cautionary statements could cause our actual operating results to differ
materially from those expressed in any forward-looking statement. We caution you
to keep in mind these risk factors and other cautionary statements and to
refrain from placing undue reliance on any forward-looking statements, which
speak only as of the date of this document.
6
<PAGE>
SELLING SHAREHOLDERS
The following table presents information regarding the selling
shareholders. The shares listed below represent the shares that each selling
shareholder beneficially owned on May 15, 1999. In the following table,
percentage of beneficial ownership is based on 33,649,313 outstanding shares of
common stock.
<TABLE>
<CAPTION>
Percentage of
Shares Outstanding Shares
Beneficially Shares Beneficially
Owned Beneficially Owned if All
Before Owned Before Shares Shares are Sold
Selling Shareholder Offering Offering Offered in the Offering
------------------- ------------ ------------- ------- ---------------
<S> <C> <C> <C> <C>
Donald M. Fouts (1)................ 213,504 * 213,429 75
Carol J. Fouts (2)................. 963 * 888 75
</TABLE>
- ---------------
* Less than one percent.
(1) Excludes shares held by Mr. Fouts' spouse which are separately presented.
(2) Excludes shares held by Ms. Fouts' spouse which are separately presented.
Sale to selling shareholders
We acquired Professional Business Systems in February 1999. As
consideration for the acquisition, we issued the shares covered by this
prospectus, which were valued at the time of issuance at approximately $8.6
million, and assumed debt and other obligations of approximately $1.9 million.
Donald M. Fouts, formerly the President of Professional Business Systems,
currently serves as the General Manager of our facility in Roselle, Illinois.
This facility produces and distributes filing systems and other practice
management systems. Carol J. Fouts, formerly the secretary of Professional
Business Systems, currently serves as the Receivables Manager of our Roselle
facility. The Fouts have pledged to us an aggregate of 10,715 of the shares
covered by this prospectus to secure their indemnification obligations until
February 2000.
Selling shareholders' registration rights
Under the agreement and plan of merger among us, one of our subsidiaries
and the selling shareholders, we agreed to register their shares of common
stock. We also agreed to use our best efforts to keep the registration statement
effective for two years, until they no longer hold or have the right to acquire
the shares, or until all of their shares may be sold pursuant to SEC rules
without volume restrictions, whichever comes first.
Our registration of the shares does not necessarily mean that the selling
shareholders will sell all or any of the shares covered by this prospectus.
USE OF PROCEEDS
All of the net proceeds from the sale of the shares will go to the
shareholders who offer and sell their shares. Accordingly, we will not receive
any proceeds from the sale of the shares.
7
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may offer their shares at various times in one or
more of the following transactions:
o on the Nasdaq National Market
o in transactions other than on such market
o in privately negotiated transactions
o in a combination of any of the above transactions
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prices, or at negotiated prices.
We are indemnifying the selling shareholders and they are indemnifying us
against liabilities under the Securities Act.
The selling shareholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts or commissions from
the selling shareholders, or they will receive commissions from purchasers of
shares for whom they acted as agents.
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(a)(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 applicable state securities laws, the shares will
be sold only through registered or licensed brokers or dealers. In addition, the
shares will not be sold until they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available.
LEGAL MATTERS
For the purposes of this offering, Matthew L. Levitt, Esq., General Counsel
to Patterson, is giving his opinion on the validity of the shares.
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 25, 1998, 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 reports given on the authority of such firm as
experts in accounting and auditing.
8
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is considered to be part of this prospectus. Information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the selling shareholders sell all of the
shares covered by this prospectus:
o Annual Report on Form 10-K for the year ended April 25, 1998;
o Quarterly Reports on Form 10-Q for the quarters ended July 25, 1998,
October 24, 1998 and January 23, 1999;
o Description of our common stock contained in our Registration
Statement on Form S-1 (No. 33-51304) filed August 26, 1992; and
o Definitive Schedule 14A (Proxy Statement) filed on August 4, 1998.
This prospectus is part of a registration statement we filed with the SEC.
You may request a copy of the registration statement or any of the above
filings, at no cost, by writing or telephoning the Chief Financial Officer at
the following address:
Patterson Dental Company
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(651) 686-1600
You should rely only on the information or representations provided in this
prospectus. We have not authorized anyone else to provide you with different
information. The selling shareholders will not make an offer of their shares in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of this document.
9
<PAGE>
================================================================================
You should rely on the information contained in this document or that to
which we have referred you. We have not authorized anyone to provide you with
information that is different. You should not assume that the information in
this document is accurate as of any date other than the date on the front of
this document. This prospectus is not an offer to sell nor is it seeking an
offer to buy any securities in any state where the offer or sale is not
permitted.
---------------------
TABLE OF CONTENTS
---------------------
Page
----
Prospectus Summary.................................... 2
Risk Factors.......................................... 4
Selling Shareholders.................................. 7
Use of Proceeds....................................... 7
Plan of Distribution.................................. 8
Legal Matters......................................... 8
Experts............................................... 8
Where You Can Find More Information................... 9
================================================================================
================================================================================
214,317 Shares
Patterson Dental Company
Common Stock
--------------------
PROSPECTUS
--------------------
______________, 1999
================================================================================
<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 Patterson in
connection with the sale and distribution of the shares being registered. All
amounts shown are estimates, except the registration fee.
SEC registration fee................................... $ 2,171
Legal fees and expenses................................ 5,000
Accounting fees and expenses........................... 5,000
Blue sky and related fees and expenses................. 500
Miscellaneous (including listing fees, if applicable).. 4,329
-------
Total............................................. $17,000
=======
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;
<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.
<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 May 24, 1999.
Patterson Dental Company
By 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 Peter L. Frechette and Ronald E. Ezerski 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 May 24, 1999
- ---------------------------- Executive Officer and Director
Peter L. Frechette (Principal Executive Officer)
/s/ Ronald E. Ezerski Vice President, Treasurer, Chief May 24, 1999
- ---------------------------- Financial Officer and Director
Ronald E. Ezerski (Principal Accounting Officer
and Principal Financial Officer)
/s/ David K. Beecken Director May 24, 1999
- ----------------------------
David K. Beecken
/s/ Andre B. Lacy Director May 24, 1999
- ----------------------------
Andre B. Lacy
/s/ Burt E. Swanson Director May 24, 1999
- ----------------------------
Burt E. Swanson
<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).
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EXHIBIT 5.1
May 24, 1999
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
214,317 shares of Common Stock, $0.01 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
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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
Registration Statement (Form S-3) and related Prospectus of Patterson Dental
Company for the registration of 214,317 shares of its Common Stock and to the
incorporation by reference therein of our reports dated May 20, 1998, 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 25, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
May 19, 1999
