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 February 8, 2006
(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 7.01. - Regulation FD Disclosure.
The following information is furnished pursuant to Item 7.01.
On February 8, 2006, DENTSPLY International Inc. announced that, as a
result of its continuing evaluation of the dental injectable anesthetic
business, the Company will close its Chicago-based Pharmaceutical Manufacturing
facility. The Company plans to sell the facility and to seek third party sources
of supply for the dental injectable products.
The announcement reflects the Company's strategic decision to outsource
production of the dental pharmaceuticals that were to be produced at the Chicago
plant. DENTSPLY expects this decision will immediately improve short and
mid-term cash flows and eliminate the uncertainty concerning FDA approval of the
plant.
This action results in a pre-tax restructuring charge and an impairment
charge associated with the injectable anesthetic facility and intangible assets
of $101.8 million ($67.8 million after tax) or $0.86 per diluted share which
will be recorded in the fourth quarter of 2005. The Company also expects pre-tax
charges in the range of $6-9 million in 2006 associated with the completion of
the closure of the Chicago plant.
Gary K. Kunkle, Jr., Chairman and Chief Executive Officer, stated, "Based
on an assessment of the Company's core strengths and requirements, we have made
the strategic decision to outsource production of our dental pharmaceutical
line. Today we have third party manufacturing in place for most of the markets
that we serve and we are negotiating towards long-term arrangements to continue
to serve those markets. The decision to exit the manufacturing of these products
should have a positive impact on cash flows and earnings beginning in the second
half of 2006."
Mr. Kunkle also stated, "We will provide earnings guidance and address any
questions regarding our Pharma business during our year-end conference call
scheduled for February 9, 2006."
The announcement that was released related to this matter 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 update of the phamaceutical business
released on February 8, 2006 as referenced in Item 7.01.
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/ William R. Jellison
William R. Jellison
Senior Vice President and
Chief Financial Officer
Date: February 8, 2005
NEWS
For Further
Information
Contact:
William R. Jellison FOR IMMEDIATE RELEASE
Senior Vice President and
Chief Financial Officer
(717) 849-4243
DENTSPLY International Inc.
Provides Pharmaceutical Business Update
York, PA - February 8, 2006 - DENTSPLY International Inc. (NASDAQ:XRAY) today
announced that, as a result of its continuing evaluation of the dental
injectable anesthetic business, the Company will close its Chicago-based
Pharmaceutical Manufacturing facility. The Company plans to sell the facility
and to seek third party sources of supply for the dental injectable products.
The announcement reflects the Company's strategic decision to outsource
production of the dental pharmaceuticals that were to be produced at the Chicago
plant. DENTSPLY expects this decision will immediately improve short and
mid-term cash flows and eliminate the uncertainty concerning FDA approval of the
plant.
This action results in a pre-tax restructuring charge and an impairment charge
associated with the injectable anesthetic facility and intangible assets of
$101.8 million ($67.8 million after tax) or $0.86 per diluted share which will
be recorded in the fourth quarter of 2005. The Company also expects pre-tax
charges in the range of $6-9 million in 2006 associated with the completion of
the closure of the Chicago plant.
Gary K. Kunkle, Jr., Chairman and Chief Executive Officer, stated, "Based on an
assessment of the Company's core strengths and requirements, we have made the
strategic decision to outsource production of our dental pharmaceutical line.
Today we have third party manufacturing in place for most of the markets that we
serve and we are negotiating towards long-term arrangements to continue to serve
those markets. The decision to exit the manufacturing of these products should
have a positive impact on cash flows and earnings beginning in the second half
of 2006."
Mr. Kunkle also stated, "We will provide earnings guidance and address any
questions regarding our Pharma business during our year-end conference call
scheduled for February 9, 2006."
This press release contains forward-looking information (within the meaning of
the Private Securities Litigation Reform Act of 1995) regarding future events or
the future financial performance of the Company that involve substantial risks
and uncertainties. Actual events or results may differ materially from those in
the projections or other forward-looking information set forth herein as a
result of certain risk factors. These risk factors include without limitation;
the ability of the Company to effectively manage the discontinuation of
operations at its pharmaceutical facility, the costs of closing the facility,
the ability to obtain alternate supply sources for anesthetic products in a
timely fashion, the costs of such products, and the continued strength of dental
markets.
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 injectable 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.