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 December 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 7.01. - Regulation FD Disclosure.
The following information is furnished pursuant to Item 7.01.
On December 1, 2005 the Company announced that, as a result of its
continuing evaluation of the actions necessary to address the items raised in
the FDA's pre-approval inspection of its sterile filling plant outside Chicago
(which occurred in the third quarter of 2005), the Company has suspended
production of products at the plant for the U.K., Australia, and New Zealand
markets. Although previously the Company anticipated that it would continue to
manufacture products at the plant for these markets, for which regulatory
approval had already been obtained, upon further evaluation, the Company has
decided to suspend manufacturing at the plant while improvements identified in
its corrective action plan are made. It is anticipated that this suspension of
production will continue at least through the first quarter of 2006. The Company
is investigating whether other supply sources may be available to supply the
U.K., Australia, and New Zealand markets during this suspension.
Gary K. Kunkle, Jr., Chairman and Chief Executive Officer, stated, "While
we are disappointed that a suspension of production is necessary, we believe
that it is the appropriate action to take at this time. We are continuing to
evaluate the corrective actions required at the plant, and it is possible that
further impairment charges to the remaining assets associated with the business,
which total approximately $122 million, may be necessary. This suspension of
production is not expected to impact our 2005 full year guidance of $2.61 -
$2.65 per diluted share (excluding the 3rd quarter impairment charge). We also
remain comfortable with double digit earnings growth in 2006. These expectations
do not factor in any further possible impairment charges, the tax costs from
repatriation of foreign earnings, or the expensing of stock options beginning in
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 businss
released on December 1, 2005 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: December 1, 2005