-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PG9Und8vBpHJd/5nj6jcQYBIc+XACoWIYkZo6KU6SbEO8F/RFbPDaFEHikIGqfXB 1NZ899auz5HTRDeStJTEBA== 0000818479-05-000061.txt : 20050707 0000818479-05-000061.hdr.sgml : 20050707 20050707091559 ACCESSION NUMBER: 0000818479-05-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050701 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050707 DATE AS OF CHANGE: 20050707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENTSPLY INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000818479 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 391434669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16211 FILM NUMBER: 05942372 BUSINESS ADDRESS: STREET 1: SUSQUEHANNA COMMERCE CENTER STREET 2: 221 W. PHILADELPHIA STREET CITY: YORK STATE: PA ZIP: 17405 BUSINESS PHONE: 7178457511 MAIL ADDRESS: STREET 1: SUSQUEHANNA COMMERCE CENTER STREET 2: 221 W. PHILADELPHIA STREET CITY: YORK STATE: PA ZIP: 17405 FORMER COMPANY: FORMER CONFORMED NAME: GENDEX CORP DATE OF NAME CHANGE: 19920703 8-K 1 f8k772004.txt FORM 8-K 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 EX-99 2 ex991.txt EXHIBIT 99.1 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. ### -----END PRIVACY-ENHANCED MESSAGE-----