ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HARRIS R JEFFREY

(Last)

(First)

(Middle)

20735 BARTLETT DRIVE

(Street)

BROOKFIELD

WI

53045

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2005

3. Issuer Name and Ticker or Trading Symbol
SYBRON DENTAL SPECIALTIES INC [ SYD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	81,228	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Forward Contract⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	76,000	⁽¹⁾	D

Explanation of Responses:

1. On September 16, 2003, Mr. Harris entered into a variable share forward sale agreement (the "Contract") with an unaffiliated third party with respect to a maximum of 76,000 shares of the Common Stock of Sybron Dental Specialties, Inc. (the "Company"). The Contract requires the reporting person to deliver on the third trading day following September 16, 2005 a number of shares of Common Stock (or, at the option of the reporting person, the cash equivalent of such shares) equal to the lesser of (a) 76,000 or (b) a number calculated as follows: 76,000 times a fraction whose numerator is equal to the sum of (i) 25.30 and (ii) any amount by which the volume weighted average price per share for the Company's Common Stock on September 16, 2005 (the "Average Price") exceeds $32.89 and whose denominator equals the Average Price. The reporting person has pledged 76,000 shares of Common Stock to secure his obligations.

Remarks:

	Numeya Rodgers Attorney-in-Fact	04/13/2005
	** 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 5 (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.