As filed with the Securities and Exchange Commission on May 12, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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39-1434669
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277-3607
Telephone: (844) 848-0137
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Keith J. Ebling
Executive Vice President, Secretary and General Counsel
DENTSPLY SIRONA Inc.
13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277-3607
Telephone: (844) 848-0137
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Gregory Fernicola
Ryan
Dzierniejko
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New
York, New York 10001
Telephone: (212) 735-3000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered (1)
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Amount
to be
Registered (2)(3)
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Proposed
Maximum
Offering Price
Per Unit (2)(3)
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Proposed
Maximum
Aggregate
Offering Price (2)(3)
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Amount of
Registration Fee (4)
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Common stock, preferred stock, depositary shares, debt
securities, warrants, subscription rights, purchase contracts, purchase units
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(1)
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Securities registered hereunder may be sold separately, together or as units with other securities registered
hereunder.
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(2)
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Omitted pursuant to Form S-3 General Instruction II.E.
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(3)
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We are registering an indeterminate number of shares of common stock, shares of preferred stock and depositary
shares and amount of debt securities as may be issued upon conversion, exchange or exercise, as applicable, of any preferred stock, depositary shares, debt securities, warrants or subscription rights or settlement of any purchase contracts or
purchase units, including such shares of common stock or preferred stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering.
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(4)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the
entire registration fee. Any subsequent registration fees will be paid on a pay-as-you-go basis.
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