Current Report Filing (8-k)
May 18 2022 - 08:00AM
Edgar (US Regulatory)
0000818479false00008184792022-05-122022-05-12
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 18, 2022 (May 12, 2022)
Date of Report (Date of earliest event reported)
DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-16211 |
39-1434669
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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13320 Ballantyne Corporate Place,
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Charlotte
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North Carolina
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28277-3607
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(Address of Principal Executive Offices)
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(Zip Code)
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(844)
848-0137
(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 (see General Instruction A.2.
below):
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
XRAY |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
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 13(a) of the Exchange
Act.
o
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 12, 2022, DENTSPLY SIRONA Inc. (the “Company”) received
notice from The NASDAQ Stock Market LLC (“Nasdaq”) that, because
the Company has not yet filed its Quarterly Report on Form 10-Q for
the period ended March 31, 2022 (the “10-Q”) with the Securities
and Exchange Commission (the “Commission”), the Company no longer
complies with the continued listing requirements under Nasdaq
Listing Rule 5250(c)(1), which requires Nasdaq-listed companies to
timely file all periodic reports with the Commission.
As previously reported by the Company in its Notification of Late
Filing on Form 12b-25, filed with the Commission on May 10, 2022,
the Company was unable to file the 10-Q for the period ended March
31, 2022 within the prescribed period because the Company’s Audit
and Finance Committee, together with independent outside counsel,
is conducting an investigation concerning the Company’s use of
incentives to sell products to distributors in the third and fourth
quarters of 2021, whether those incentives were appropriately
accounted for and whether the impact of those sales was adequately
disclosed in the Company’s periodic reports filed with the
Commission.
This notice from Nasdaq has no immediate effect on the listing of
the Company’s common stock on Nasdaq. The Company has 60 days
within which to either cure the deficiency or to submit a plan to
Nasdaq showing how it intends to regain compliance. If Nasdaq
accepts the plan submitted by the Company, Nasdaq can grant an
extension of the grace period for shares of the Company’s common
stock to remain listed for up to 180 calendar days from the 10-Q’s
due date to regain compliance.
The Company intends to file the 10-Q with the Commission as soon as
practicable.
Forward Looking Statements
All statements in this Form 8-K that do not directly and
exclusively relate to historical facts constitute “forward-looking
statements.” These statements represent current expectations and
beliefs. Such statements are subject to numerous assumptions,
risks, uncertainties and other factors that could cause actual
results to differ materially from those described in such
statements, many of which are outside of our control. Furthermore,
many of these risks and uncertainties are currently amplified by
and may continue to be amplified by or may, in the future, be
amplified by, the novel coronavirus (“COVID-19”) pandemic and the
impact of varying private and governmental responses that affect
our customers, employees, vendors and the economies and communities
where they operate. For a written description of these factors, see
the section titled “Risk Factors” in Dentsply Sirona’s Annual
Report on Form 10-K for the most recent fiscal year ended December
31, 2021. No assurance can be given that any expectation, belief,
goal or plan set forth in any forward-looking statement can or will
be achieved, and readers are cautioned not to place undue reliance
on such statements which speak only as of the date they are made.
We do not undertake any obligation to update or release any
revisions to any forward-looking statement or to report any events
or circumstances after the date of this Form 8-K or to reflect the
occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.
Description
99.1
DENTSPLY SIRONA Inc. press release, dated
May 18, 2022
104 Cover Page Interactive Date File (embedded within the Inline
XBRL Document)
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
SIRONA Inc.
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By: |
/s/
Cherée H. Johnson
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Cherée H. Johnson |
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Senior Vice President – Chief Legal |
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Officer, General Counsel and Secretary |
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Date: May 18, 2022
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