UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report February 3, 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 1.01. - Entry into a Material Definitive Agreement
The following information is furnished pursuant to Item 1.01.
On February 3, 2006, the Human Resources Committee (the "HR Committee") of the
Board of Directors of Dentsply International Inc. (the "Company") adopted the
Dentsply International Inc. Amended and Restated Incentive Compensation Plan
(the "Plan"). The HR Committee also established certain financial criteria and
targets for 2006 in accordance with the Plan. For the Chief Executive Officer,
the Chief Operating Officer and the Chief Financial Officer, the targets are
based on the budgeted level of corporate net income, adjusted for sales growth,
achieved in 2006. For each of the other Senior Vice Presidents in charge of
operating groups, the targets are based on the budgeted level of corporate net
income, adjusted for sales growth, and on the budgeted operating income level,
adjusted for sales growth, of the applicable business group for which such
executive is responsible. If the applicable targets are met, the Chief Executive
Officer can earn a bonus equal to 100% of his base salary. The applicable
percentage for the Chief Operating Officer is 75%, and for the Chief Financial
Officer and other Senior Vice Presidents in charge of operating groups, the
applicable percentage is 55%. Additional amounts may be earned if the applicable
targets are exceeded. Payment of incentive bonuses will be made under the Plan
in 2007 based on performance in 2006.
On the same date, the HR Committee approved the payment of incentive bonuses to
the Chief Executive Officer and the four other most highly compensated executive
officers in 2005 with respect to performance in 2005. The HR Committee had used
substantially the same financial criteria and targets for awarding bonus
opportunities with respect to 2005 performance as those set forth above with
respect to 2006 performance. The bonuses for 2005 were as follows:
Name Title Bonus Amount
Gerald K. Kunkle Chief Executive Officer $706,100
Thomas L. Whiting President and Chief Operating $393,100
Officer*
Bret W. Wise President and Chief Operating $283,200
Officer**
William R. Jellison Senior Vice President and Chief $229,300
Financial Officer
Rudolf Lehner Senior Vice President $134,400
*Mr. Whiting retired as of December 31, 2005.
**Mr. Wise was named President and Chief Operating Officer as of January 1,
2006.
Item 9.01. - Financial Statements and Exhibits
(a) Financial Statements - Not applicable.
(b) Exhibits:
No exhibits.
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: February 3, 2006