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As filed with the Securities and Exchange Commission on September 13, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
Patterson Dental Company
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-0886515
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(Address, including Zip Code, of Principal Executive Offices)
Patterson Dental Company Employee Stock Purchase Plan
(Full Title of the Plan)
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R. STEPHEN ARMSTRONG Copies to:
Executive Vice President, Treasurer
and Chief Financial Officer AVRON L. GORDON, ESQ. MATTHEW L. LEVITT, ESQ.
Patterson Dental Company BRETT D. ANDERSON, ESQ. Secretary and General Counsel
1031 Mendota Heights Road Briggs and Morgan, P.A. Patterson Dental Company
St. Paul, Minnesota 55120 2400 IDS Center 1031 Mendota Heights Road
(651) 686-1600 Minneapolis, Minnesota 55402 St. Paul, Minnesota 55120
(Name, Address and Telephone (612) 334-8400 (651) 686-1600
Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount To Offering Aggregate Amount of
Be Price Per Offering Registration
Title of Each Class of Securities To Be Registered Registered(1) Share Price Fee
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Patterson Dental Company Employee Stock Purchase Plan
Options to purchase common stock..................... 700,000 N/A N/A N/A
Common stock (par value $0.01 per share)............. 700,000 shares $22.7969(2) $15,957,830 $4,212.87
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(1) This Registration Statement shall also cover any additional shares of common
stock which become issuable under the Patterson Dental Company Employee
Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of outstanding
shares of common stock.
(2) Estimated solely for the purpose of calculating the registration fee under
Rule 457(h) of the Securities Act of 1933, as amended, and based upon the
average of the high and low prices for such stock on September 7, 2000, as
reported by the Nasdaq National Market.
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REGISTRATION OF ADDITIONAL SECURITIES
We are filing this registration statement pursuant to General Instruction E
to the Form S-8 Registration Statement, under the Securities Act, to register an
additional 700,000 shares of our common stock which will be issued pursuant to
our Employee Stock Purchase Plan (the "Plan"). Such shares represent the
increase in the number of shares reserved for issuance under the Plan which was
approved by our shareholders at the Annual Meeting of Shareholders held on
September 11, 2000. A total of 675,000 shares of common stock issuable under the
Plan were previously registered pursuant to our Registration Statement on Form
S-8 filed with the SEC on January 6, 1993 (Registration No. 33-56764), and the
information contained therein is hereby incorporated by reference herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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 registration statement. 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 Exchange Act until all of the shares covered by this registration
statement have been sold or deregistered:
. Annual Report on Form 10-K for the year ended April 29, 2000;
. Quarterly Report on Form 10-Q for the quarter ended July 29,
2000;
. Description of our common stock contained in our Registration
Statement on Form S-1 (File No. 33-51304) filed on August 26,
1992;
. Current Report on Form 8-K filed on June 14, 2000; and
. Definitive Schedule 14A (Proxy Statement) filed on August 9,
2000.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4.1 Articles of Incorporation, as amended (incorporated by reference to
our Registration Statement on Form S-1 (File No. 33-51304) filed
August 26, 1992).
4.2 Bylaws, as amended (incorporated by reference to our Registration
Statement on Form S-1 (File No. 33-51304) filed August 26, 1992).
4.3 Specimen common stock certificate (incorporated by reference to our
Registration Statement on Form S-1 (File No. 33-51304) filed August
26, 1992).
5 Opinion of Matthew L. Levitt, Esq.
23.1 Consent of Matthew L. Levitt, Esq. (included in Exhibit 5).
23.2 Consent of Independent Auditors.
24 Powers of Attorney (included on Signature Page).
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on the 13th day of
September, 2000.
PATTERSON DENTAL COMPANY
By /s/ Peter L. Frechette
--------------------------------
Peter L. Frechette
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter L. Frechette and Matthew L. Levitt,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
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Signature Title Date
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/s/ Peter L. Frechette Chairman, President and Chief Executive September 13, 2000
--------------------------- Officer (Principal Executive Officer)
Peter L. Frechette
/s/ R. Stephen Armstrong Executive Vice President, Treasurer and September 13, 2000
--------------------------- Chief Financial Officer (Principal
R. Stephen Armstrong Accounting Officer and Principal Financial
Officer)
/s/ David K. Beecken Director September 13, 2000
---------------------------
David K. Beecken
/s/ Ronald E. Ezerski Director September 13, 2000
---------------------------
Ronald E. Ezerski
/s/ Andre B. Lacy Director September 13, 2000
---------------------------
Andre B. Lacy
/s/ Burt E. Swanson Director September 13, 2000
---------------------------
Burt E. Swanson
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II-2
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Articles of Incorporation, as amended (incorporated by reference to
our Registration Statement on Form S-1 (File No. 33-51304) filed
August 26, 1992).
4.2 Bylaws, as amended (incorporated by reference to our Registration
Statement on Form S-1 (File No. 33-51304) filed August 26, 1992).
4.3 Specimen common stock certificate (incorporated by reference to our
Registration Statement on Form S-1 (File No. 33-51304) filed August
26, 1992).
5 Opinion of Matthew L. Levitt, Esq.
23.1 Consent of Matthew L. Levitt, Esq. (included in Exhibit 5).
23.2 Consent of Independent Auditors.
24 Powers of Attorney (included on Signature Page).
