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
May 26, 2015 (May 22, 2015)
Date of Report (Date of earliest event reported)
0-16211
(Commission File Number)
DENTSPLY International Inc.
(Exact name of registrant as specified in its charter)
Delaware | 39-1434669 | |||
(State of Incorporation) | (IRS Employer Identification No.) | |||
221 West Philadelphia Street, | ||||
York, Pennsylvania | 17405-0872 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant's telephone number, including area code: | (717) 845-7511 | |||
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.05 Costs Associated with Exit or Disposal Activities.
On May 22, 2015, management of DENTSPLY International Inc. (the “Company”) approved a restructuring plan for portions of its laboratory business within the Dental Consumables, Endodontic and Dental Laboratory Businesses segment. The realignment of the lab business is designed to increase emphasis on innovative prosthetic materials while exiting portions of the lab equipment and fabrication businesses. The majority of the restructuring will be implemented during the remainder of fiscal 2015 and 2016.
As a result of this decision, management expects to record total costs of $33 to $38 million associated with this initiative, the majority of which will be recorded in the second quarter of 2015. Approximately 85% of the costs will be cash outlays, including those relating to severance and employee related costs, and are anticipated to substantially occur during the remainder of 2015. This initiative impacts certain manufacturing operations from two sites in Germany, one of which will be closed and another that will be downsized.
The Company is still finalizing amounts related to this action and it is possible that charges in addition to those described above may be recognized in future periods. The Company will provide additional details in its Form 10-Q for the quarter ended June 30, 2015.
A copy of the Company’s press release announcing this action is attached hereto as Exhibit 99 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
99 DENTSPLY International Inc. press release dated May 26, 2015
SIGNATURE
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.
By: /s/Christopher T. Clark
President and
Chief Financial Officer
Date: May 26, 2015
News
For further information contact:
Derek Leckow
Vice President
Investor Relations
(717) 849-7863 For Immediate Release
DENTSPLY International Announces Lab Restructuring
York, PA - May 26, 2015 - DENTSPLY International Inc. (NASDAQ-XRAY), a global leader in professional dental products, today announced that it has reached agreement with the applicable works councils in Germany to proceed with restructuring portions of its laboratory business, consistent with its earlier announcement of September 17, 2014. The realignment of the lab business is designed to increase emphasis on innovative prosthetic materials while exiting portions of the lab equipment and fabrication businesses. The majority of this restructuring effort will be implemented during the remainder of fiscal 2015 and 2016.
The Company expects to incur total costs in the range of $33 to $38 million related to this initiative, the majority of which are expected to be recorded in the fiscal second quarter of 2015. It is anticipated that approximately 85% of these costs will be cash outlays, including costs related to severance and employee related obligations. This initiative impacts certain manufacturing operations from two sites in Germany, one of which will be closed and another that will be downsized. The Company noted that this action is part of its broader efficiency program and the anticipated impact was included in the adjusted earnings guidance as previously provided (which excludes restructuring charges).
DENTSPLY International Inc. is a leading manufacturer and distributor of dental and other consumable medical device products. For over 115 years, DENTSPLY's commitment to innovation and professional collaboration has enhanced its portfolio of branded consumables and small equipment. Headquartered in the United States, the Company has global operations with sales in more than 120 countries. Visit www.dentsply.com for more information about DENTSPLY and its products.
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 continued strength of dental and medical markets, the timing, success and market reception for our new and existing products, uncertainty with respect to governmental actions with respect to dental and medical products, outcome of litigation and/or governmental enforcement
actions, volatility in the capital markets or changes in our credit ratings, continued support of our products by influential dental and medical professionals, our ability to successfully integrate acquisitions, risks associated with foreign currency exchange rates, risks associated with our competitors’ introduction of generic or private label products, our ability to accurately predict dealer and customer inventory levels, our ability to successfully realize the benefits of any cost reduction or restructuring efforts, our ability to obtain a supply of certain finished goods and raw materials from third parties and changes in the general economic environment that could affect the business. Changes in such assumptions or factors could produce significantly different results.
For additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements, please refer to the Company's most recent Form 10-K and its subsequent periodic reports on Forms 10-Q filed with the Securities and Exchange Commission.