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

 

 

Date of Report: December 4, 2007

(Date of earliest event reported)

 

 

SIRONA DENTAL SYSTEMS, INC

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-22673

 

11-3374812

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

30-30 47th Avenue, Suite 500

 

 

Long Island City, New York

 

11101

(Address of principal executive offices)

 

(Zip Code)

 

(718) 937-5765

(Registrant’s telephone number, including area code)

 

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 4, 2007, the Board of Directors of the Company amended the Company’s Bylaws (the “Amended Bylaws”) to allow for the issuance of uncertificated shares. By being able to issue uncertificated shares, the Company may now participate in the Direct Registration System, which is currently administered by The Depository Trust Company.  The Direct Registration System allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.  All issuers listed on the NASDAQ Stock Market must be eligible for participation in the Direct Registration System by January 1, 2008.  The Amended Bylaws was in response to this requirement.

 

The full text of the Amended Bylaws is filed as Exhibit 3.2 to this Current Report.

 

ITEM 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

Exhibit 3.2:        Amended Bylaws, dated December 4, 2007.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SIRONA DENTAL SYSTEMS, INC.

 

 

(Registrant)

 

 

 

 

 

Date:   December 10, 2007

 

 

 

By:

/s/ Jonathan Friedman

 

 

 

Jonathan Friedman

 

 

Secretary and General Counsel