-----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, GAvB5vPTNKShBCpW3mzroJluDJgDNBNf0BasuEtBUZvas4Z0yWGU/2NDGbihyW8P oGEagRqSAQAfxmFVy/S9Tw== 0001193125-09-249881.txt : 20091209 0001193125-09-249881.hdr.sgml : 20091209 20091209143658 ACCESSION NUMBER: 0001193125-09-249881 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091207 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091209 DATE AS OF CHANGE: 20091209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATTERSON COMPANIES, INC. CENTRAL INDEX KEY: 0000891024 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 410886515 STATE OF INCORPORATION: MN FISCAL YEAR END: 0429 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20572 FILM NUMBER: 091230803 BUSINESS ADDRESS: STREET 1: 1031 MENDOTA HEIGHTS RD CITY: ST PAUL STATE: MN ZIP: 55120-1401 BUSINESS PHONE: 6516861600 MAIL ADDRESS: STREET 1: 1031 MENDOTA HEIGHTS RD CITY: ST PAUL STATE: MN ZIP: 55120-1401 FORMER COMPANY: FORMER CONFORMED NAME: PATTERSON DENTAL CO DATE OF NAME CHANGE: 19950111 8-K 1 d8k.htm FORM 8-K 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

December 7, 2009

Date of report

 

 

PATTERSON COMPANIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Minnesota   0-20572   41-0886515

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(Address of Principal Executive Offices, including Zip Code)

(651) 686-1600

(Registrant’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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(d) On December 7, 2009, the Board of Directors of Patterson Companies, Inc. (the “Company”) elected Brian S. Tyler as a member of the Board of the Company. Mr. Tyler will join the Board effective immediately and will serve on the compensation and governance committees. Mr. Tyler will receive compensation payable to non-employee directors serving on the Board as summarized under the caption “Non-Employee Director Compensation” in the 2009 Proxy Statement. At the Annual Meeting in 2010, Mr. Tyler will be a nominee for election as Director for a term expiring at the Annual Meeting in 2013.

A copy of a press release issued by the Company on December 9, 2009, announcing the election of Mr. Tyler is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99    Press release of Patterson Companies, Inc., dated December 9, 2009.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    PATTERSON COMPANIES, INC.
Date: December 9, 2009     By:   /S/     R. STEPHEN ARMSTRONG        
      R. Stephen Armstrong
      Executive Vice President, Treasurer and Chief Financial Officer
      (Principal Financial Officer and Principal Accounting Officer)


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99    Press release of Patterson Companies, Inc., dated December 9, 2009.
EX-99 2 dex99.htm PRESS RELEASE Press Release

Exhibit 99

Patterson Companies Elects Brian S. Tyler, Ph.D. to Board of Directors

St. Paul, MN—December 9, 2009—Patterson Companies, Inc. (Nasdaq: PDCO) today announced the election of Brian S. Tyler, Ph.D. to its board of directors.

Mr. Tyler currently is president of McKesson Medical Surgical Group, a $2.7 billion division of McKesson Corp (NYSE: MCK), that distributes surgical, pharmaceutical, equipment and laboratory products to physician offices, nursing homes, surgery centers, and the home care market. He has held a variety of management positions during his career with McKesson, which began in 1997, including serving as president of the McKesson Specialty division and senior vice president of business development and strategy.

James W. Wiltz, Patterson’s president and chief executive officer, commented: “We are very pleased that Brian Tyler has joined our board. Backed by his extensive experience in the medical distribution industry and his record of accomplishment, Brian represents an important addition to our board of directors. We are confident that he will play a key role in helping guide Patterson’s future success.”

Mr. Tyler has a doctorate in economics from the University of Chicago, serves on the board of directors of HIDA (Health Industry Distributors Association) and served on the board of directors of VistaCare until its merger with another company in 2008.

With the addition of Mr. Tyler, Patterson has expanded its board membership to ten. He will be a member of the Compensation and Governance committees.

About Patterson Companies, Inc.

Patterson Companies, Inc. is a value-added distributor serving the dental, companion-pet veterinarian and rehabilitation supply markets.

Dental Market

As Patterson’s largest business, Patterson Dental provides a virtually complete range of consumable dental products, equipment and software, turnkey digital solutions and value-added services to dentists and dental laboratories throughout North America.

Veterinary Market

Webster Veterinary is the nation’s second largest distributor of consumable veterinary supplies, equipment and software, diagnostic products, vaccines and pharmaceuticals to companion-pet veterinary clinics.

Rehabilitation Market

Patterson Medical is the world’s leading distributor of rehabilitation supplies and non-wheelchair assistive patient products to the physical and occupational therapy markets. The unit’s global customer base includes hospitals, long-term care facilities, clinics and dealers.

#        #        #

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company’s ability to control. The Company cautions shareholders and prospective investors that the following factors, among others, may cause actual results to differ materially from those indicated by the forward-looking statements: competition within the dental, veterinary, and rehabilitative and assistive living supply industries; changes in the economics of dentistry, including reduced growth in expenditures by private dental insurance plans, the effects of economic conditions and the effects of healthcare reform, which may affect future per capita expenditures for dental services and the ability and willingness of dentists to invest in high-technology products; the effects of healthcare related legislation and regulation which may affect expenditures or reimbursements for rehabilitative and assistive products; changes in the economics of the veterinary supply market, including reduced growth in per capita expenditures for veterinary services and reduced growth in the number of


households owning pets; the ability of the Company to maintain satisfactory relationships with its sales force; unexpected loss of key senior management personnel; unforeseen operating risks; risks associated with the dependence on manufacturers of the Company’s products; and the ability of the Company to successfully integrate the recent acquisitions into its existing business. Forward-looking statements are qualified in their entirety by the cautionary language set forth in the Company’s filings with the Securities and Exchange Commission.

 

For additional information contact:    
R. Stephen Armstrong   Richard G. Cinquina  
Executive Vice President & CFO   Equity Market Partners  
651/686-1600   904/415-1415  
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