DENTSPLY SIRONA Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$XRAY
Medical/Dental Instruments
Health Care
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
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Item 7.01 Regulation FD Disclosure
As previously disclosed, on November 7, 2024, German authorities conducted searches at the Company’s sites in Bensheim and Hanau, Germany.
By way of background, following the merger of DENTSPLY International Inc. and Sirona Dental Systems, Inc., the combined entity, DENTSPLY SIRONA Inc. (the “Company”), arranged a series of intercompany loans as part of post-merger integration activities for tax years 2016 and 2017. The Company engaged external experts to review and provide guidance on these transactions, to ensure they were structured at arm’s length and aligned with applicable legal requirements.
The 2016-2017 tax years are under audit, and the Company has been in discussions with the German tax authorities regarding the business purpose of the loans and the deductibility of related interest expenses. The searches are part of a criminal investigation into these post-merger integration transactions. No charges have been filed against the Company or any individuals. The Company intends to fully cooperate and assert its positions, including pursuing appeals, as necessary.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01 Other Events
On December 3, 2024, the Company announced the appointment of Herman V. Cueto as the Company’s interim Chief Financial Officer, who will serve until the Company identifies and appoints a permanent Chief Financial Officer. As interim Chief Financial Officer, Mr. Cueto will support Simon D. Campion, the Company’s President and Chief Executive Officer, who will continue to serve as the Company’s principal financial officer until the Company identifies and appoints a permanent Chief Financial Officer.
Mr. Cueto most recently served as Executive Vice President and Chief Financial Officer at Azenta Life Sciences, Inc. (“Azenta”), a leading provider of life science solutions worldwide. Prior to Azenta, Mr. Cueto was Senior Vice President of Finance at Becton, Dickinson and Company (“BD”), overseeing Segments, Regions, Business Planning and Analysis and Operations. Mr. Cueto joined BD in 2017 through its acquisition of C. R. Bard, Inc. (“Bard”). Mr. Cueto held positions at Bard for fourteen years, and he served as Vice President and Group CFO at the time of the acquisition. A copy of the press release announcing the appointment of Mr. Cueto is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| (d) Exhibits: | ||||||||
| DENTSPLY SIRONA Inc. press release dated December 3, 2024 as referenced in Item 8.01 | ||||||||
| 104 | Cover Page Interactive Data 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.
| By: | /s/ Richard C. Rosenzweig | |||||||
| Richard C. Rosenzweig | ||||||||
| Executive Vice President, Corporate Development, | ||||||||
| General Counsel and Secretary | ||||||||
Date: December 3, 2024