UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-16211
CUSIP NUMBER: 24906P109
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(Check one):
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☐ Form 10-K
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☐ Form 20-F
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☐ Form 11-K
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☑ Form 10-Q
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☐ Form 10-D
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☐ Form N-SAR
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☐ Form N-CSR
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For Period Ended:
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September 30,
2022
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☐ Transition Report on Form
10-K
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☐ Transition Report on Form
20-F
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☐ Transition Report on Form
11-K
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☐ Transition Report on Form
10-Q
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☐ Transition Report on Form
N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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PART I — REGISTRANT INFORMATION
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DENTSPLY SIRONA
Inc.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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13320 Ballantyne
Corporate Place
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Address of Principal Executive Office
(Street and Number)
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Charlotte, North
Carolina 28277-3607
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City, State and Zip Code
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PART II — RULES 12b-25(b) AND (c)
If the subject report could not be
filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
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The reason described in reasonable
detail in Part III of this form could not be eliminated without
unreasonable effort or expense
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☑
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(b)
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The subject annual report, semi-annual
report, transition report on Form 10-K, Form 20-F, Form 11-K, Form
N-SAR or Form N-CSR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
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The accountant’s statement or other
exhibit required by Rule 12b-25(c) has been attached if
applicable.
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PART III — NARRATIVE
State below in reasonable detail why
Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed
time period.
DENTSPLY SIRONA Inc. (the “Company”)
is unable to timely file, without unreasonable effort and expense,
its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2022 (the “Form 10-Q”).
As previously reported, the Company
was unable to timely file its Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2022 and June 30, 2022 as a result of
an internal investigation commenced in March 2022 by the Audit and
Finance Committee of the Company’s Board of Directors, as described
in the Explanatory Notes to Amendment No. 1 to our Annual Report on
Form 10-K/A for the fiscal year ended December 31, 2021 filed on
November 7, 2022 (the “Form 10-K/A”) and Amendment No. 1 to the
Quarterly Report on Form 10-Q for the quarter ended September 30,
2021 filed on November 7, 2022 (the “Form 10-Q/A”). The internal
investigation has been completed.
The Company also filed its Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2022 and June
30, 2022 on November 7, 2022. Given the demands on management’s
time that were required to complete and file the 2021 Form 10-K/A,
the Form 10-Q/A, and the delinquent Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2022 and June 30, 2022, the
Company requires additional time to complete its goodwill and
intangible assets impairment analyses and final review of its
unaudited interim consolidated financial statements and other
disclosures in the Form 10-Q. The Company fully expects to file the
Form 10-Q within the extension period of five calendar days as
provided under Rule 12b-25 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).
The Company does not
expect any changes to previously reported select preliminary
financial results, including the range of anticipated pre-tax
charges for goodwill and intangible asset impairment previously
provided in its press release furnished as Exhibit 99.1 to the
Company’s Current Report on Form 8-K filed on Nov. 1, 2022.
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to
contact in regard to this notification
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Glenn G.
Coleman
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(844)
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848-0137
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(Name)
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(Area Code)
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(Telephone
Number)
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(2)
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Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act
of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If
answer is no, identify report(s).
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☑ Yes
☐No
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(3)
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Is it anticipated that any significant
change in results of operations from the corresponding period for
the last fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
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☑ Yes* ☐No
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If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the
results cannot be made.
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* The Company filed its Form 10-Q/A
for the quarter ended September 30, 2021 on November 7, 2022. The
Company does not expect any changes to previously reported select
preliminary financial results, including the range of anticipated
pre-tax charges for goodwill and intangible asset impairment
previously provided in its press release furnished as Exhibit 99.1
to the Company’s Current Report on Form 8-K filed on Nov. 1,
2022.
Forward-Looking Statements and Associated Risks
Certain matters discussed in this Form 12b-25
constitute forward-looking statements within the meaning of the
federal securities laws. All statements in this
Form 12b-25 that do not directly and exclusively relate to
historical facts constitute “forward-looking statements.” These
statements represent current expectations and beliefs, and no
assurance can be given that the results described in such
statements will be achieved. 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, including those described in Part I, Item 1A, “Risk
Factors” of the 2021 Form 10-K/A filed on November 7, 2022, Part
II, Item 1A “Risk Factors” of the Form 10-Qs for the quarterly
periods ended March 31, 2022 and June 30, 2022, and other factors
which may be described in the Company’s other filings with the
Securities and Exchange Commission (the “SEC”). 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 12b-25 or to reflect the occurrence of
unanticipated events.
Investors should understand it is
not possible to predict or identify all such factors or risks. As
such, you should not consider the risks identified in the Company’s
SEC filings to be a complete discussion of all potential risks or
uncertainties associated with an investment in the Company.
DENTSPLY SIRONA
Inc.
(Name of
Registrant as Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date
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November 9,
2022
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By
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/s/ Glenn G. Coleman
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Glenn G. Coleman
Executive Vice President and Chief
Financial Officer
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INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to
sign on behalf of the registrant shall be filed with the
form.
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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