UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report July 1, 2005
(Date of earliest event reported)
DENTSPLY INTERNATIONAL INC
(Exact name of Company as specified in charter)
Delaware 0-16211 39-1434669
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
221 West Philadelphia Street, York, Pennsylvania 17405
(Address of principal executive offices) (Zip Code)
(717) 845-7511
(Company's telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
_____ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
_____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
_____ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
_____ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. - Entry into a Material Definitive Agreement.
The following information is furnished pursuant to Item 1.01.
The Company increased its compensation to Directors on July 1, 2005. Each
member of the Board of Directors who is not an employee of the Company will
receive an annual fee of $40,000 ($45,000 for Outside Directors who are
chairpersons of the Human Resources and Board Governance Committees, $50,000
for the chairperson of the Audit Committee and $50,000 for the Lead Director)
and a non-discretionary stock option grant of 10,000 shares on the date a
person becomes a director and every third anniversary of such date. In
addition, Outside Directors will receive a fee of $1,500 for each Board and
Committee meeting attended in person and $1,000 for each Board and committee
meeting attended by telephone.
Item 5.02. - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
The following information is furnished pursuant to Item 5.02(d) related to
the appointment of a new director.
On July 1, 2005, the Company appointed Dr. Wendy L. Dixon to serve as a
member of the Company's Board of Directors with her initial term expiring at
the 2006 Annual Meeting of Shareholders. The announcement that was released
related to this appointment is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference.
Item 9.01. - Financial Statements and Exhibits
(a) Financial Statements - Not applicable.
(b) Exhibits:
99.1 The announcement related to the appointment of Dr. Wendy L. Dixon to
the Company's Board of Directors released on July 6, 2005 as
referenced in Item 5.02.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENTSPLY INTERNATIONAL INC
(Company)
/s/ Brian M. Addison
Brian M. Addison
Vice President, Secretary and
General Counsel
Date: July 7, 2005
DENTSPLY International
World Headquarters
Susquehanna Commerce Center
221 West Philadelphia Street
York, PA 17405-0872
(717) 849-4273
Fax (717) 849-4760
News
For further
information
contact:
George R. Rhodes FOR IMMEDIATE RELEASE
Vice President
Corporate Communications
(717) 849-4273
DR. WENDY L. DIXON APPOINTED DENTSPLY DIRECTOR
York, PA - July 6, 2005 - DENTSPLY International Inc. (Nasdaq-XRAY) announced
today that Dr. Wendy L. Dixon was appointed as a new Director to the
Company's Board, with her initial term expiring at the conclusion of the 2006
Annual Meeting of Shareholders.
Dr. Dixon holds the position of President, Global Marketing, Chief Marketing
Officer for Bristol-Myers Squibb Company, a $19 billion global pharmaceutical
company. In this position, she is responsible for leading the Bristol-Myers
Squibb Global Marketing group to commercialize new products and establish
strategies for existing products. She joined Bristol-Myers Squibb in
December 2001 and also serves on the Company's Executive Committee.
Prior to joining Bristol-Myers Squibb, Dr. Dixon held executive management
positions at Merck & Company from 1996 through November 2001, most recently
as Senior Vice President Marketing. Prior to her position at Merck, she held
management positions at several companies, including Osteotech and Centocor,
where she established that company's European biologies business. She began
her career as a biochemist at SmithKline, and subsequently held regulatory,
marketing and strategy positions there.
Dr. Dixon earned her Bachelor and Masters degrees in Natural Sciences and a
Ph.D. in biochemistry at Cambridge University in England.
Mr. Gary K. Kunkle, Jr., Chairman and Chief Executive, said, "DENTSPLY is
extremely pleased and fortunate to have an executive with the skills and
experience of Dr. Dixon as a member of our Board of Directors and we look
forward to her contributions to our continued success."
(more)
DENTSPLY designs, develops, manufactures and markets a broad range of
products for the dental market. The Company believes that it is the world's
leading manufacturer and distributor of dental prosthetics, precious metal
dental alloys, dental ceramics, endodontic instruments and materials,
prophylaxis paste, dental sealants, ultrasonic scalers, and crown and bridge
materials; the leading United States manufacturer and distributor of dental
handpieces, dental x-ray film holders, film mounts and bone
substitute/grafting materials; and a leading worldwide manufacturer or
distributor of dental injectible anesthetics, impression materials,
orthodontic appliances, dental cutting instruments and dental implants. The
Company distributes its dental products in over 120 countries under some of
the most well established brand names in the industry.
DENTSPLY is committed to the development of innovative, high quality,
cost-effective new products for the dental market.
###