<PAGE>
                                                          Registration No. 333-

      As filed with the Securities and Exchange Commission on May 12, 2003

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                         SYBRON DENTAL SPECIALTIES, INC.
             (Exact name of registrant as specified in its charter)



        DELAWARE                                    33-0920985
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

 1717 West Collins Avenue
    Orange, California                                92867
(Address of Principal Executive Offices)           (Zip Code)


                                 ---------------

                         SYBRON DENTAL SPECIALTIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               -------------------


       STEPHEN J. TOMASSI
    Vice President--General                           Copy to:
     Counsel and Secretary                      BRUCE C. DAVIDSON
  Sybron Dental Specialties, Inc.                Quarles & Brady LLP
    1717 West Collins Avenue                  411 East Wisconsin Avenue
    Orange, California 92867                 Milwaukee, Wisconsin 53202

                     (Name and address of agent for service)

                                 (714) 516-7400
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE
========================================= ===================================== ===================== =================

                                                              PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                              AMOUNT TO BE     OFFERING PRICE        AGGREGATE           AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED       REGISTERED (1)       PER SHARE      OFFERING PRICE (2)   REGISTRATION FEE
========================================= ===================================== ===================== =================
<S>                     <C>                     <C>                <C>              <C>                   <C>
Common Stock, par value $.01 per share,         500,000            (2)              $10,065,000           $814.26
and associated Preferred Stock Purchase
Rights
========================================= ===================================== ===================== =================
</TABLE>



<PAGE>





(1)       This number represents the total number of shares of Common Stock that
          are initially issuable pursuant to the Plan. In addition to the shares
          set forth in the table, pursuant to Rule 416 under the Securities Act
          of 1933, the amount to be registered includes an indeterminate number
          of shares of Common Stock that may become issuable as a result of
          stock dividends, stock splits or certain other capital adjustments.
          Each share of Common Stock will have attached thereto one Preferred
          Stock Purchase Right issued pursuant to the Registrant's Rights
          Agreement (subject to adjustment under the terms of the Rights
          Agreement).

(2)       Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
          based upon $20.13 per share, which is the average of the high and low
          sales prices of the Registrant's Common Stock on the New York Stock
          Exchange on May 7, 2003. In accordance with the terms of the Plan,
          generally, the actual offering price of each share of the Registrant's
          Common Stock covered by an option to purchase shares under the Plan
          will be 85% of the Fair Market Value of such stock on either the first
          or the last business day of each Offering Period (as those terms are
          defined in the Plan), whichever is lower. No separate consideration
          will be received for the Preferred Stock Purchase Rights, which
          initially will trade together with the Common Stock.





<PAGE>





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been previously filed by Sybron Dental
Specialties, Inc. (formerly SDS Holding Co.) (the "Registrant" or "SDS")
(Commission File No. 001-16057) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and are incorporated herein by reference:

         -   Registrant's Annual Report on Form 10-K for the fiscal year
             ended September 30, 2002;

         -   Registrant's Quarterly Report on Form 10-Q for the quarter
             ended December 31, 2002; and

         -   The description of the Registrant's Common Stock and the Preferred
             Stock Purchase Rights contained in the Registrant's Registration
             Statement on Form 10, as amended, declared effective by the
             Commission on November 9, 2000, including any amendment or report
             filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from their
respective dates of filing.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

                          Non-GAAP Financial Measures

         Certain documents previously filed by the Registrant incorporated by
reference herein include non-GAAP financial measures. The Registrant hereby
provides the following information to supplement the non-GAAP financial measures
included in such filings.

Restructuring Charges
         The Registrant's Form 10-K for the fiscal year ended September 30,
2002, discussed the percentage changes in operating income within the "Results
of Operations--Overview" section of Management's Discussion and Analysis of
Financial Condition and Results of Operations. The Form 10-K includes the
following statement: "Including restructuring charges, operating income
decreased in 2002 by 7.4% from the prior year period, and increased by 3.9% in
2001 over the prior year period. Excluding the restructuring charges, operating
income in 2002 and 2001 decreased by 5.3% and 4.1%, respectively, from the prior
year periods." The restructuring charges included in operating income in each of
the fiscal years ended 2002, 2001 and 2000 were $3.2 million, $1.3 million and
$9.3 million, respectively, while operating income (including the restructuring
charges) for the periods was $92.2 million, $99.6 million and $95.8 million,
respectively.



                                        1
<PAGE>





         The Registrant believes the presentation of this information excluding
restructuring charges is helpful to a reader in evaluating the on-going business
of the Registrant. While the Registrant intends to phase-out the use of the
presentation of information excluding restructuring charges in SEC filings, the
Registrant believes that this disclosure allows the reader to more easily
compare, on the same basis, the operating income from periods in which
restructuring charges were recorded to periods in which no restructuring charges
were recorded.

International Sales Growth
         The Registrant's Form 10-K for the year ended September 30, 2002 and
the Form 10-Q for the first quarter ended December 31, 2002, discussed
international sales growth within the "Results of Operations--Overview" sections
of Management's Discussion and Analysis of Financial Condition and Results of
Operations.

         The Registrant's Form 10-K states that "[f]or the fiscal year ended
September 30, 2002, domestic sales remained relatively flat over the prior
fiscal year while international sales grew 10.2% over the prior fiscal year.
International sales were positively impacted by the weakening of the U.S.
dollar. Without currency effects, international sales would have increased by
8.7%." The currency impact on international sales growth in fiscal 2002 was
1.5%, or $2.6 million.

         The Registrant's Form 10-Q states that "[i]nternational sales increased
by 21.3% for the quarter from the corresponding fiscal 2002 period. Without the
effect of currency fluctuations, international sales growth would have been
14.1% for the quarter from the corresponding fiscal 2002 period." The currency
impact on international sales growth for the quarter ended December 31, 2002 was
7.2%, or $3.0 million.

         International sales growth, excluding the impact of currency, is
presented since the Registrant believes that it allows the reader to make a more
meaningful comparison of the Registrant's sales performance from different
periods. Currency fluctuations that are not within the control of management can
have a significant impact on the comparability of reported sales and could
disguise meaningful trends in business.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. See filings listed in Item 3 above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         INDEMNIFICATION AND INSURANCE

         Delaware Law. SDS is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was, is 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 such corporation), by reason of the fact that the person
is or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include
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, provided the person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
illegal.

         A Delaware corporation may indemnify any person who was, is or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation by reason of the fact that the person
was a director, officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit, provided the
person acted in good faith and in a manner he or she


                                        2


<PAGE>






reasonably believed to be in or not opposed to the corporation's best interests,
provided that no indemnification is permitted without judicial approval if the
officer, director, employee or agent is adjudged to be liable to the
corporation.

         To the extent that a present or former director or officer has been
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him or her against the expenses which the
officer or director has actually and reasonably incurred.

         Section 145 also authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against the person and incurred by the person in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.

         Certificate of Incorporation. In its restated certificate of
incorporation, SDS has agreed to indemnify its directors and officers to the
fullest extent authorized or permitted by the Delaware General Corporation Law,
as now in effect or as in effect at a future date. Any repeal or modification of
the director and officer indemnification provisions of SDS's charter will not
have any effect on directors' or officers' rights to indemnification with
respect to acts or omissions occurring prior to the repeal or modification.

         Bylaws; Other Provisions for Indemnification. SDS's bylaws contain
provisions that generally parallel the indemnification provisions of the
Delaware General Corporation Law and cover certain procedural matters not dealt
with in the Delaware General Corporation Law. Furthermore, certain of SDS's
officers or directors are also officers or directors of subsidiaries of SDS and,
as a result, such officers or directors may be entitled to indemnification
pursuant to provisions of such subsidiaries' governing corporate laws, articles
of incorporation and bylaws. SDS also may enter into indemnification agreements
with its directors and executive officers to provide contractual indemnity
rights to those individuals.

         Insurance. Directors and officers of SDS are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers, including liabilities under the
Securities Act of 1933.

         LIMITATIONS ON LIABILITY OF DIRECTORS

         SDS's restated certificate of incorporation provides that no director
of SDS shall be personally liable to SDS or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exemption from liability or limitation of liability is not permitted under the
Delaware General Corporation Law, as now in effect or as amended in the future.

         As presently in effect, the Delaware General Corporation Law does not
eliminate or limit the liability of any director:

         -  for any breach of the director's duty of loyalty to the corporation
            or its stockholders;

         -  for acts or omissions not in good faith or which involve intentional
            misconduct or a knowing violation of law;

         -  for unlawful payments of dividends, unlawful stock purchases or
            redemptions; or

         -  for any transaction from which the director derived an improper
            personal benefit.

         If the Delaware General Corporation Law is amended in the future to
authorize the further elimination or limitation of director liability, the
liability of directors will be limited or eliminated in accordance with those


                                       3


<PAGE>





changes. Any repeal or modification of the director liability provisions of
SDS's charter will not have any effect on a director's liability with respect to
acts or omissions occurring prior to the repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                 (1)   To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this
                       Registration Statement:

                       (i)    To include any prospectus required by Section
                              10(a)(3) of the Securities Act of 1933;

                       (ii)   To reflect in the prospectus any facts or events
                              arising after the effective date of the
                              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
                              the 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 a 20% change in the maximum
                              aggregate offering price set forth in the
                              "Calculation of Registration Fee" table in the
                              effective Registration Statement;

                       (iii)  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 (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2)       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.

         (3)       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 Section 15(d) of


                                       4


<PAGE>





the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

         . . . .

         (h)      Reference is made to the indemnification provisions described
in Item 6 of this Registration Statement.

                  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 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.

                                        5

<PAGE>





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orange, State of California, on May 12, 2003.

                                SYBRON DENTAL SPECIALTIES, INC.


                                By: /s/ STEPHEN J. TOMASSI
                                    --------------------------------------------
                                    Stephen J. Tomassi
                                    Vice President-General Counsel and Secretary


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Floyd W. Pickrell, Jr., Gregory D.
Waller and Stephen J. Tomassi, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*





<TABLE>
<CAPTION>


         Signature                                                                 Title
         ---------                                                                 -----


<S>                                                              <C>
/s/ FLOYD W. PICKRELL, JR.                                       President, Chief Executive Officer and Director (Principal
---------------------------------------------------------
Floyd W. Pickrell, Jr.                                           Executive Officer of the Registrant)



/s/ GREGORY D. WALLER                                            Vice President-Finance, Chief Financial Officer and
---------------------------------------------------------
Gregory D. Waller                                                Treasurer (Principal Financial Officer and Principal
                                                                 Accounting Officer of the Registrant)



/s/ DENNIS B. BROWN                                              Director
---------------------------------------------------------
Dennis B. Brown


/s/ DONALD N. ECKER                                              Director
---------------------------------------------------------
Donald N. Ecker


/s/ ROBERT W. KLEMME                                             Director
---------------------------------------------------------
Robert W. Klemme


/s/ JAMES R. PARKS                                               Director
---------------------------------------------------------
James R. Parks


/s/ WILLIAM E.B. SIART                                           Director
---------------------------------------------------------
William E.B. Siart


/s/ KENNETH F. YONTZ                                             Director
---------------------------------------------------------
Kenneth F. Yontz
</TABLE>



*Each of these signatures is affixed as of May 12, 2003.



                                       8-1

<PAGE>




                         SYBRON DENTAL SPECIALTIES, INC.
                               (THE "REGISTRANT")
                         (COMMISSION FILE NO. 001-16057)

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>


EXHIBIT                                                             INCORPORATED HEREIN                  FILED
NUMBER                       DESCRIPTION                              BY REFERENCE TO                   HEREWITH
------                       -----------                              ---------------                   --------
<S>            <C>                                       <C>                                        <C>
4.1            (a)  Restated Certificate of              Exhibit 3.1 to Amendment No. 2 to the
                    Incorporation                        Registrant's Registration Statement on
                                                         Form 10/A filed on November 9, 2000 (File
                                                         No. 001-16057) (the "Form 10/A No. 2")


               (b)  Certificate of Designation,          Exhibit 3.1(b) to the Registrant's Form
                    Preferences and Rights of Series A   10-K for the fiscal year ended
                    Preferred Stock                      September 30, 2000


4.2            Bylaws                                    Exhibit 3.2 to the Form 10/A No. 2


4.3            Rights Agreement, dated as of             Exhibit 4 to the Registrant's Form 8-K
               December 8, 2000,  between the            dated December 8, 2000 and filed on
               Registrant and EquiServe Trust Company,   December 12, 2000
               N.A., as Rights Agent, including the
               Form of Certificate of Designation,
               Preferences and Rights of Series A
               Preferred Stock (Exhibit A), Form of
               Rights Certificate (Exhibit B), and
               Form of Summary of Rights (Exhibit C)


5.1            Opinion letter of Stephen J. Tomassi,                                                 X
               Vice President-General Counsel and
               Secretary of the Registrant, as to the
               legality of the securities being
               registered


23.1           Consent of KPMG LLP                                                                   X


23.2           Consent of Stephen J. Tomassi                                                         Included in
                                                                                                     exhibit 5.1


24.1           Powers of Attorney                                                                    Signatures
                                                                                                     page to this
                                                                                                     Registration
                                                                                                     Statement


99.1           Sybron Dental Specialties, Inc.           Exhibit A to the Registrant's Proxy
               Employee Stock Purchase Plan              Statement dated December 30, 2002 for its
                                                         2003 Annual Meeting of Stockholders
</Table>
[{"type": "S-8", "sequence": "1", "filename": "c77039sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 30017}]
{"company-data": {"conformed-name": "SYBRON DENTAL SPECIALTIES INC", "cik": "0001121302", "assigned-sic": "8011", "irs-number": "330920985", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105181", "film-number": "03693566"}, "business-address": {"street1": "1717 WEST COLLINS AVENUE", "city": "ORANGE", "state": "CA", "zip": "92867", "phone": "7145167400"}, "mail-address": {"street1": "SDS HOLDING CO", "street2": "1717 WEST COLLINS AVENUE", "city": "ORANGE", "state": "CA", "zip": "92867"}, "former-company": {"former-conformed-name": "SDS HOLDING CO", "date-changed": "20000807"}}
Registration No. 333-

      As filed with the Securities and Exchange Commission on May 12, 2003

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                         SYBRON DENTAL SPECIALTIES, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                    33-0920985
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

 1717 West Collins Avenue
    Orange, California                                92867
(Address of Principal Executive Offices)           (Zip Code)

                                 ---------------

                         SYBRON DENTAL SPECIALTIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               -------------------

       STEPHEN J. TOMASSI
    Vice President--General                           Copy to:
     Counsel and Secretary                      BRUCE C. DAVIDSON
  Sybron Dental Specialties, Inc.                Quarles & Brady LLP
    1717 West Collins Avenue                  411 East Wisconsin Avenue
    Orange, California 92867                 Milwaukee, Wisconsin 53202

                     (Name and address of agent for service)

                                 (714) 516-7400
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================= ===================================== ===================== =================

                                                              PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                              AMOUNT TO BE     OFFERING PRICE        AGGREGATE           AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED       REGISTERED (1)       PER SHARE      OFFERING PRICE (2)   REGISTRATION FEE
========================================= ===================================== ===================== =================
Common Stock, par value $.01 per share,         500,000            (2)              $10,065,000           $814.26
and associated Preferred Stock Purchase
Rights
========================================= ===================================== ===================== =================
(1)       This number represents the total number of shares of Common Stock that
          are initially issuable pursuant to the Plan. In addition to the shares
          set forth in the table, pursuant to Rule 416 under the Securities Act
          of 1933, the amount to be registered includes an indeterminate number
          of shares of Common Stock that may become issuable as a result of
          stock dividends, stock splits or certain other capital adjustments.
          Each share of Common Stock will have attached thereto one Preferred
          Stock Purchase Right issued pursuant to the Registrant's Rights
          Agreement (subject to adjustment under the terms of the Rights
          Agreement).

(2)       Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
          based upon $20.13 per share, which is the average of the high and low
          sales prices of the Registrant's Common Stock on the New York Stock
          Exchange on May 7, 2003. In accordance with the terms of the Plan,
          generally, the actual offering price of each share of the Registrant's
          Common Stock covered by an option to purchase shares under the Plan
          will be 85% of the Fair Market Value of such stock on either the first
          or the last business day of each Offering Period (as those terms are
          defined in the Plan), whichever is lower. No separate consideration
          will be received for the Preferred Stock Purchase Rights, which
          initially will trade together with the Common Stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been previously filed by Sybron Dental
Specialties, Inc. (formerly SDS Holding Co.) (the "Registrant" or "SDS")
(Commission File No. 001-16057) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and are incorporated herein by reference:

         -   Registrant's Annual Report on Form 10-K for the fiscal year
             ended September 30, 2002;

         -   Registrant's Quarterly Report on Form 10-Q for the quarter
             ended December 31, 2002; and

         -   The description of the Registrant's Common Stock and the Preferred
             Stock Purchase Rights contained in the Registrant's Registration
             Statement on Form 10, as amended, declared effective by the
             Commission on November 9, 2000, including any amendment or report
             filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from their
respective dates of filing.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

                          Non-GAAP Financial Measures

         Certain documents previously filed by the Registrant incorporated by
reference herein include non-GAAP financial measures. The Registrant hereby
provides the following information to supplement the non-GAAP financial measures
included in such filings.

Restructuring Charges
         The Registrant's Form 10-K for the fiscal year ended September 30,
2002, discussed the percentage changes in operating income within the "Results
of Operations--Overview" section of Management's Discussion and Analysis of
Financial Condition and Results of Operations. The Form 10-K includes the
following statement: "Including restructuring charges, operating income
decreased in 2002 by 7.4% from the prior year period, and increased by 3.9% in
2001 over the prior year period. Excluding the restructuring charges, operating
income in 2002 and 2001 decreased by 5.3% and 4.1%, respectively, from the prior
year periods." The restructuring charges included in operating income in each of
the fiscal years ended 2002, 2001 and 2000 were $3.2 million, $1.3 million and
$9.3 million, respectively, while operating income (including the restructuring
charges) for the periods was $92.2 million, $99.6 million and $95.8 million,
respectively.

                                        1
The Registrant believes the presentation of this information excluding
restructuring charges is helpful to a reader in evaluating the on-going business
of the Registrant. While the Registrant intends to phase-out the use of the
presentation of information excluding restructuring charges in SEC filings, the
Registrant believes that this disclosure allows the reader to more easily
compare, on the same basis, the operating income from periods in which
restructuring charges were recorded to periods in which no restructuring charges
were recorded.

International Sales Growth
         The Registrant's Form 10-K for the year ended September 30, 2002 and
the Form 10-Q for the first quarter ended December 31, 2002, discussed
international sales growth within the "Results of Operations--Overview" sections
of Management's Discussion and Analysis of Financial Condition and Results of
Operations.

         The Registrant's Form 10-K states that "[f]or the fiscal year ended
September 30, 2002, domestic sales remained relatively flat over the prior
fiscal year while international sales grew 10.2% over the prior fiscal year.
International sales were positively impacted by the weakening of the U.S.
dollar. Without currency effects, international sales would have increased by
8.7%." The currency impact on international sales growth in fiscal 2002 was
1.5%, or $2.6 million.

         The Registrant's Form 10-Q states that "[i]nternational sales increased
by 21.3% for the quarter from the corresponding fiscal 2002 period. Without the
effect of currency fluctuations, international sales growth would have been
14.1% for the quarter from the corresponding fiscal 2002 period." The currency
impact on international sales growth for the quarter ended December 31, 2002 was
7.2%, or $3.0 million.

         International sales growth, excluding the impact of currency, is
presented since the Registrant believes that it allows the reader to make a more
meaningful comparison of the Registrant's sales performance from different
periods. Currency fluctuations that are not within the control of management can
have a significant impact on the comparability of reported sales and could
disguise meaningful trends in business.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. See filings listed in Item 3 above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         INDEMNIFICATION AND INSURANCE

         Delaware Law. SDS is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was, is 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 such corporation), by reason of the fact that the person
is or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include
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, provided the person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
illegal.

         A Delaware corporation may indemnify any person who was, is or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation by reason of the fact that the person
was a director, officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit, provided the
person acted in good faith and in a manner he or she

                                        2
reasonably believed to be in or not opposed to the corporation's best interests,
provided that no indemnification is permitted without judicial approval if the
officer, director, employee or agent is adjudged to be liable to the
corporation.

         To the extent that a present or former director or officer has been
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him or her against the expenses which the
officer or director has actually and reasonably incurred.

         Section 145 also authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against the person and incurred by the person in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.

         Certificate of Incorporation. In its restated certificate of
incorporation, SDS has agreed to indemnify its directors and officers to the
fullest extent authorized or permitted by the Delaware General Corporation Law,
as now in effect or as in effect at a future date. Any repeal or modification of
the director and officer indemnification provisions of SDS's charter will not
have any effect on directors' or officers' rights to indemnification with
respect to acts or omissions occurring prior to the repeal or modification.

         Bylaws; Other Provisions for Indemnification. SDS's bylaws contain
provisions that generally parallel the indemnification provisions of the
Delaware General Corporation Law and cover certain procedural matters not dealt
with in the Delaware General Corporation Law. Furthermore, certain of SDS's
officers or directors are also officers or directors of subsidiaries of SDS and,
as a result, such officers or directors may be entitled to indemnification
pursuant to provisions of such subsidiaries' governing corporate laws, articles
of incorporation and bylaws. SDS also may enter into indemnification agreements
with its directors and executive officers to provide contractual indemnity
rights to those individuals.

         Insurance. Directors and officers of SDS are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers, including liabilities under the
Securities Act of 1933.

         LIMITATIONS ON LIABILITY OF DIRECTORS

         SDS's restated certificate of incorporation provides that no director
of SDS shall be personally liable to SDS or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exemption from liability or limitation of liability is not permitted under the
Delaware General Corporation Law, as now in effect or as amended in the future.

         As presently in effect, the Delaware General Corporation Law does not
eliminate or limit the liability of any director:

         -  for any breach of the director's duty of loyalty to the corporation
            or its stockholders;

         -  for acts or omissions not in good faith or which involve intentional
            misconduct or a knowing violation of law;

         -  for unlawful payments of dividends, unlawful stock purchases or
            redemptions; or

         -  for any transaction from which the director derived an improper
            personal benefit.

         If the Delaware General Corporation Law is amended in the future to
authorize the further elimination or limitation of director liability, the
liability of directors will be limited or eliminated in accordance with those

                                       3
changes. Any repeal or modification of the director liability provisions of
SDS's charter will not have any effect on a director's liability with respect to
acts or omissions occurring prior to the repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                 (1)   To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this
                       Registration Statement:

                       (i)    To include any prospectus required by Section
                              10(a)(3) of the Securities Act of 1933;

                       (ii)   To reflect in the prospectus any facts or events
                              arising after the effective date of the
                              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
                              the 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 a 20% change in the maximum
                              aggregate offering price set forth in the
                              "Calculation of Registration Fee" table in the
                              effective Registration Statement;

                       (iii)  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 (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2)       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.

         (3)       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 Section 15(d) of

                                       4
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

         . . . .

         (h)      Reference is made to the indemnification provisions described
in Item 6 of this Registration Statement.

                  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 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.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orange, State of California, on May 12, 2003.

                                SYBRON DENTAL SPECIALTIES, INC.

                                By: /s/ STEPHEN J. TOMASSI
                                    --------------------------------------------
                                    Stephen J. Tomassi
                                    Vice President-General Counsel and Secretary

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Floyd W. Pickrell, Jr., Gregory D.
Waller and Stephen J. Tomassi, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*
Signature                                                                 Title
         ---------                                                                 -----
/s/ FLOYD W. PICKRELL, JR.                                       President, Chief Executive Officer and Director (Principal
---------------------------------------------------------
Floyd W. Pickrell, Jr.                                           Executive Officer of the Registrant)

/s/ GREGORY D. WALLER                                            Vice President-Finance, Chief Financial Officer and
---------------------------------------------------------
Gregory D. Waller                                                Treasurer (Principal Financial Officer and Principal
                                                                 Accounting Officer of the Registrant)

/s/ DENNIS B. BROWN                                              Director
---------------------------------------------------------
Dennis B. Brown

/s/ DONALD N. ECKER                                              Director
---------------------------------------------------------
Donald N. Ecker

/s/ ROBERT W. KLEMME                                             Director
---------------------------------------------------------
Robert W. Klemme

/s/ JAMES R. PARKS                                               Director
---------------------------------------------------------
James R. Parks

/s/ WILLIAM E.B. SIART                                           Director
---------------------------------------------------------
William E.B. Siart

/s/ KENNETH F. YONTZ                                             Director
---------------------------------------------------------
Kenneth F. Yontz
*Each of these signatures is affixed as of May 12, 2003.

                                       8-1
SYBRON DENTAL SPECIALTIES, INC.
                               (THE "REGISTRANT")
                         (COMMISSION FILE NO. 001-16057)

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
EXHIBIT                                                             INCORPORATED HEREIN                  FILED
NUMBER                       DESCRIPTION                              BY REFERENCE TO                   HEREWITH
------                       -----------                              ---------------                   --------
4.1            (a)  Restated Certificate of              Exhibit 3.1 to Amendment No. 2 to the
                    Incorporation                        Registrant's Registration Statement on
                                                         Form 10/A filed on November 9, 2000 (File
                                                         No. 001-16057) (the "Form 10/A No. 2")

               (b)  Certificate of Designation,          Exhibit 3.1(b) to the Registrant's Form
                    Preferences and Rights of Series A   10-K for the fiscal year ended
                    Preferred Stock                      September 30, 2000

4.2            Bylaws                                    Exhibit 3.2 to the Form 10/A No. 2

4.3            Rights Agreement, dated as of             Exhibit 4 to the Registrant's Form 8-K
               December 8, 2000,  between the            dated December 8, 2000 and filed on
               Registrant and EquiServe Trust Company,   December 12, 2000
               N.A., as Rights Agent, including the
               Form of Certificate of Designation,
               Preferences and Rights of Series A
               Preferred Stock (Exhibit A), Form of
               Rights Certificate (Exhibit B), and
               Form of Summary of Rights (Exhibit C)

5.1            Opinion letter of Stephen J. Tomassi,                                                 X
               Vice President-General Counsel and
               Secretary of the Registrant, as to the
               legality of the securities being
               registered

23.1           Consent of KPMG LLP                                                                   X

23.2           Consent of Stephen J. Tomassi                                                         Included in
                                                                                                     exhibit 5.1

24.1           Powers of Attorney                                                                    Signatures
                                                                                                     page to this
                                                                                                     Registration
                                                                                                     Statement

99.1           Sybron Dental Specialties, Inc.           Exhibit A to the Registrant's Proxy
               Employee Stock Purchase Plan              Statement dated December 30, 2002 for its
                                                         2003 Annual Meeting of Stockholders