Unassociated Document
As filed
with the Securities and Exchange Commission on June 9, 2010
Registration
No. 333-______
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DENTSPLY
INTERNATIONAL INC.
(Exact
name of registrant as specified in its charter)
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
No.)
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221
West Philadelphia Street
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York,
Pennsylvania
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17405-0872
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(Address
of Principal Executive Offices)
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(Zip
Code)
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DENTSPLY
International Inc. 2010 Equity Incentive Plan
(Full
title of the plan)
Brian
M. Addison, Esq.
Vice
President, Secretary and General Counsel
221
West Philadelphia Street
York,
Pennsylvania 17405-0872
(Name and
address of agent for service)
(717)
845-7511
(Telephone
number, including area code, of agent for service)
Copy
to:
Alan
Singer
Morgan,
Lewis & Bockius LLP
1701
Market Street
Philadelphia,
PA 19103-2921
(215)
963-5000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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CALCULATION
OF REGISTRATION FEE
Title of securities
to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
Registration fee
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Common
Stock, $.01 par value
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13,667,219 shares
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(1) |
$ |
30.62 |
(2) |
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$ |
418,490,245.78 |
(2) |
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$ |
29,838.35 |
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(1)
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Pursuant to
Rule 416(a) under the Securities Act of 1933, this Registration
Statement shall be deemed to cover additional shares of the Common Stock
that may from time to time be offered or issued to prevent dilution
resulting from stock splits, stock dividends, recapitalizations or other
similar transactions.
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(2)
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Estimated solely for the purpose
of calculating the registration fee, pursuant to Rules 457(c) and 457(h)
under the Securities Act of 1933, based on the average of the high and low
prices of the Common Stock reported on the NASDAQ Global Market on June 8,
2010.
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PART
II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by
Reference
DENTSPLY International, Inc. (the
“Registrant”) hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission (the “Commission”):
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1.
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The
Registrant’s Annual Report, on Form 10-K for the fiscal year ended
December 31, 2009.
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2.
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The
Registrant’s Quarterly Report, on Form 10-Q for the quarter ended March
31, 2010.
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3.
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The
Registrant’s Current Report on Form 8-K, filed with the Commission on
April 13, 2010.
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4.
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The
description of the Common Stock contained in the Registrant’s Registration
Statement on Form 10, filed with the Commission on September 10, 1987,
including any amendment or report filed for the purpose of updating such
description.
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All documents subsequently filed
by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
after the date of this Registration Statement and before the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered by this Registration Statement have been sold or that
deregisters all securities remaining unsold, will be deemed to be incorporated
by reference into this Registration Statement and to be a part of this
Registration Statement from the date of filing of such
document. Unless expressly incorporated by reference in this
Registration Statement, any information contained in any current report on Form
8-K, or any exhibit to the report, that is furnished to, rather than filed with,
the Commission will not be incorporated by reference in this Registration
Statement. Any statement contained in any document incorporated or deemed to be
incorporated by reference or deemed to be a part of this Registration Statement
will be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document that also is or is deemed
to be incorporated by reference or deemed to be a part of this
Registration Statement modifies or replaces such statement. Any
statement contained in a document that is deemed to be incorporated by reference
or deemed to be a part this Registration Statement after the most recent
effective date may modify or replace existing statements contained in this
Registration Statement. In either case, any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
Experts
The financial statements, financial
statement schedule and management's assessment of the effectiveness of internal
control over financial reporting (which is included in Management's Annual
Report on Internal Control over Financial Reporting) incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K for the
year ended December 31, 2009 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and
accounting.
In the event that
PricewaterhouseCoopers LLP consents to the incorporation by reference in this
Registration Statement of its report relating to audited financial statements,
financial statement schedule and effectiveness of internal control over
financial reporting included in a document subsequently filed by the Registrant,
such audited financial statements shall be incorporated herein in reliance upon
such report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and
accounting.
Item
4. Description of
Securities.
Not
Applicable.
Item
5. Interests of Named Experts and
Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and
Officers.
The Registrant is organized under the
laws of the State of Delaware. Section 145 of the General Corporation
Law of the State of Delaware, as amended (the “GCL”), provides that a Delaware
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation in such
capacity in another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person’s conduct was
unlawful. In addition, a Delaware corporation has the power to
indemnify any person who was or is a party or is threatened to be made a party
to any such threatened, pending or completed action, suit or proceeding by or in
the right of the corporation by reason of the fact that the person is or was
serving as a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation in such capacity for another
enterprise, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation; however, in the case of
such action, suit or proceeding by or in the right of the corporation, no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Delaware Court of Chancery, or the court
in which such action or suit was brought, shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper. Article V of the Registrant’s Amended and restated By-Laws (the
“By-Laws”) generally provides that the Registrant will indemnify any person who
has satisfied the standards for indemnification set forth in the
GCL.
Under Section 145 of the GCL, a
Delaware corporation has the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation or, if serving in such capacity at the request of the corporation,
of another enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person’s
status as such, whether or not the corporation has the power to indemnify such
person against such liability under the GCL. Article V of the
Registrant’s By-Laws authorizes the purchase of such insurance, and the
Registrant has purchased directors and officers liability insurance
..
Section 102(b)(7) of the GCL provides
that a Delaware corporation may, with certain limitations, set forth in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of a fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (1) for any
breach of the director’s duty of loyalty to the corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174 of the GCL
(relating to unlawful payments of dividends or stock repurchases) or (4) for any
transaction from which the director derived an improper personal
benefit. Article 9 of the Registrant’s Restated Certificate of
Incorporation contains a provision eliminating liability of its directors to the
extent permitted by Section 102(b).
Item
7. Exemption from Registration
Claimed.
Not
Applicable.
Item
8. Exhibits.
Exhibit Number
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Item
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Exhibit
3.1
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Restated
Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed
on November 27, 2002).
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Exhibit
3.2
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Amended By-laws
of the Company (incorporated by reference to Exhibit 3.2 to Registrant’s
Form 10-Q for the quarter March 31, 2010).
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Exhibit
4.1
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DENTSPLY
International Inc. 2010 Equity Incentive Plan (incorporated by reference
to Appendix A to the Company’s Proxy Statement filed on April 9,
2010).
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Exhibit
5.1
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Opinion
of Morgan, Lewis & Bockius LLP (filed herewith)
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Exhibit
23.1
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Consent
of PricewaterhouseCoopers LLP (filed herewith)
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Exhibit
23.2
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Consent
of Morgan, Lewis & Bockius LLP(included in Exhibit
5.1)
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Exhibit
24.1
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Power
of Attorney (included on signature page of this Registration
Statement)
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Item
9. Undertakings
A. The
undersigned Registrant hereby undertakes:
(i) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(b) To
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(c) To
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that
paragraphs (i) and (ii) of this section do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(ii) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(iii) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
B. The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide
offering thereof.
C. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
AND POWER OF ATTORNEY
Pursuant
to the requirements of the Securities Act, DENTSPLY International Inc.,
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing this Registration Statement on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in York, Pennsylvania on June 9,
2010.
DENTSPLY
International, Inc.
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By:
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/s/ Brian M. Addison
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Brian
M. Addison
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Vice
President, Secretary and General
Counsel
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KNOWN ALL
PERSONS BY THESE PRESENTS, that each person in so signing also constitutes and
appoints Brian M. Addison and William R. Jellison or any of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 under the Securities Act, to sign any and all pre- or
post-effective amendments to the Registration Statement on Form S-8, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed below on June 9, 2010 by the following persons in the respective
capacities indicated below.
Signature
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Title
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/s/ Bret
W. Wise
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Chief
Executive Officer and Director (principal
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Bret
W. Wise
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executive
officer)
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/s/ William
R. Jellison
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Senior
Vice President and Chief Financial
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William
R. Jellison
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Officer
(principal financial and accounting officer) |
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/s/ Dr.
Michael C. Alfano
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Director
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Dr.
Michael C. Alfano
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/s/
Eric K. Brandt
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Director
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Eric
K. Brandt
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/s/ Paula
H. Cholmondeley
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Director
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Paula
H. Cholmondeley
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/s/ Michael
J. Coleman
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Director
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Michael
J. Coleman
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/s/ Dr.
Wendy L. Dixon
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Director
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Dr.
Wendy L. Dixon
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/s/ William
F. Hecht
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Director
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William
F. Hecht
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/s/ Leslie
A. Jones
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Director
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Leslie
A. Jones
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/s/ Francis
J. Lunger
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Director
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Francis
J. Lunger
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/s/ John
C. Miles II
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Director
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John
C. Miles II
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/s/ John
L. Miclot
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Director
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John
L. Miclot
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EXHIBIT
INDEX
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Exhibit
3.1
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Restated
Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 4.1 to the Registrant’s Form S-8 filed on November 27,
2002).
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Exhibit
3.2
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Amended By-laws
of the Company (incorporated by reference to Exhibit 3.2 to Registrant’s
Form 10-Q for the quarter March 31, 2010).
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Exhibit
4.1
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DENTSPLY
International Inc. 2010 Equity Incentive Plan (incorporated by reference
to Appendix A, to the Company’s Proxy Statement on Schedule 14A filed on
April 9, 2010).
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Exhibit
5.1
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Legal
Opinion of Morgan, Lewis & Bockius LLP (filed
herewith)
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Exhibit
23.1
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Consent
of PricewaterhouseCoopers LLP (filed herewith)
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Exhibit
23.2
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Consent
of Morgan, Lewis & Bockius LLP(included in Exhibit
5.1)
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Exhibit
24.1
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Power
of Attorney (included on signature
page)
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