FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SYBRON DENTAL SPECIALTIES INC [ SYD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/19/2006 | D | 2,000 | D | $47 | 0 | I | By CEO Strategic Solutions Defined Benefit Plan | ||
Common Stock | 05/19/2006 | D | 1,000 | D | $47 | 0 | I | By Ecker Family Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Director Stock Option (Right to Buy)(1) | $19.4 | 05/19/2006 | D | 10,000 | 01/31/2001 | 01/31/2011 | Common Stock | 10,000 | $27.6 | 0 | D | ||||
Director Stock Option (Right to Buy)(1) | $28.93 | 05/19/2006 | D | 10,000 | 02/06/2004 | 02/06/2014 | Common Stock | 10,000 | $18.07 | 0 | D | ||||
Director Stock Option (Right to Buy)(1) | $37.65 | 05/19/2006 | D | 10,000 | 02/08/2005 | 02/08/2015 | Common Stock | 10,000 | $9.35 | 0 | D | ||||
Director Stock Option (Right to Buy)(1) | $39.45 | 05/19/2006 | D | 10,000 | 02/08/2006 | 02/08/2016 | Common Stock | 10,000 | $7.55 | 0 | D |
Explanation of Responses: |
1. Under the merger agreement by and among Danaher Corporation, its indirect wholly-owned subsidiary, Smile Acquisition Corp., and Sybron Dental Specialties, Inc. (the "Company"), and the terms of the Company's option plans, outstanding employee and director options to acquire Company stock, whether or not presently vested, became vested in connection with the consummation of the tender offer and the merger provided for by the merger agreement. Such options were converted, upon closing of the merger, into the right to received a cash payment equal to the excess, if any, of $47 per share subject to the option over the exercise price per share (i.e., the spread between the merger price and the exercise price), which is the amount shown in Column 8 of this Table II. |
Remarks: |
/s/ Numeya Rodgers Attorney-in-Fact | 05/23/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |