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 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