<PAGE>


                                                      Registration No. 333-_____

     As filed with the Securities and Exchange Commission on March 20, 2002

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

                       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.
                          2001 LONG-TERM INCENTIVE 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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                     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>
Common Stock, par value $.01 per share,         1,000,000              (2)               $18,994,753            $1,748
and associated Preferred Stock Purchase
Rights
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>



(1)       Each share of Common Stock will have attached thereto one Preferred
          Stock Purchase Right issued pursuant to the Registrant's Rights
          Agreement. Pursuant to Rule 416(a) under the Securities Act of 1933
          (the "Securities Act"), this Registration Statement also relates to
          such indeterminate number of additional shares of Common Stock of the
          Registrant (and associated Rights) as may be issuable as a result of
          stock splits, stock dividends or similar transactions, as described in
          the Plan.

(2)       Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h) under the Securities Act, based upon (a) the
          exercise price of $17.625 per share for the 82,461 shares underlying
          options granted on September 25, 2001; (b) the exercise price of
          $19.10 per share for the 262,246 shares underlying options granted on
          December 7, 2001; and (c) $19.125 per share for the remaining 655,293
          shares, which is the average of the high and low sales prices of the
          Common Stock on the New York Stock Exchange on March 13, 2002. In
          accordance with the terms of the Plan, the actual offering price of
          each share of Registrant's Common Stock covered by an option granted
          under the Plan shall not be less than 100% of the Fair Market Value
          (as defined in the Plan) of such stock on the date the option is
          granted. No separate consideration will be received for the 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, 2001;

         -        Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 2001; 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. See third bullet point 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,


                                       1

<PAGE>

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 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;


                                       2

<PAGE>


         -        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
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 information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with 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

<PAGE>


                  (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 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.


                                       4


<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 March 20, 2002.

                               SYBRON DENTAL SPECIALTIES, INC.


                               By:      /s/  GREGORY D. WALLER
                                  ---------------------------------------------
                                        Gregory D. Waller
                                        Vice President-Finance, Chief Financial
                                        Officer and Treasurer

         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
------------------------------        Executive Officer of the Registrant)
Floyd W. Pickrell, Jr.


/s/ GREGORY D. WALLER                 Vice President-Finance, Chief Financial Officer and
------------------------------        Treasurer (Principal Financial Officer and Principal
Gregory D. Waller                     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 March 20, 2002.

                                      S-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 December    Exhibit 4 to the Registrant's Form 8-K
               8, 2000,  between the Registrant and      dated December 8, 2000 and filed on
               EquiServe Trust Company, N.A., as         December 12, 2000
               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 of Stephen J. Tomassi, Vice                                                   X
               President-General Counsel and Secretary
               of Registrant, as to the legality of
               the securities to be issued

23.1           Consent of KPMG LLP                                                                   X

23.2           Consent of Stephen J. Tomassi                                                         Contained in
                                                                                                     opinion filed
                                                                                                     as Exhibit 5.1

24.1           Powers of Attorney                                                                    Signatures
                                                                                                     page to this
                                                                                                     Registration
                                                                                                     Statement

99.1           2001 Long-Term Incentive Plan             Exhibit 10.14 to the Registrant's Form
                                                         10-Q for the quarter ended December 31,
                                                         2001
</TABLE>


                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "c68257s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 26477}]
{"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": "333-84628", "film-number": "02580198"}, "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 March 20, 2002

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

                       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.
                          2001 LONG-TERM INCENTIVE 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,         1,000,000              (2)               $18,994,753            $1,748
and associated Preferred Stock Purchase
Rights
---------------------------------------------------------------------------------------------------------------------------
(1)       Each share of Common Stock will have attached thereto one Preferred
          Stock Purchase Right issued pursuant to the Registrant's Rights
          Agreement. Pursuant to Rule 416(a) under the Securities Act of 1933
          (the "Securities Act"), this Registration Statement also relates to
          such indeterminate number of additional shares of Common Stock of the
          Registrant (and associated Rights) as may be issuable as a result of
          stock splits, stock dividends or similar transactions, as described in
          the Plan.

(2)       Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h) under the Securities Act, based upon (a) the
          exercise price of $17.625 per share for the 82,461 shares underlying
          options granted on September 25, 2001; (b) the exercise price of
          $19.10 per share for the 262,246 shares underlying options granted on
          December 7, 2001; and (c) $19.125 per share for the remaining 655,293
          shares, which is the average of the high and low sales prices of the
          Common Stock on the New York Stock Exchange on March 13, 2002. In
          accordance with the terms of the Plan, the actual offering price of
          each share of Registrant's Common Stock covered by an option granted
          under the Plan shall not be less than 100% of the Fair Market Value
          (as defined in the Plan) of such stock on the date the option is
          granted. No separate consideration will be received for the 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, 2001;

         -        Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 2001; 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. See third bullet point 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,

                                       1
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 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;

                                       2
-        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
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 information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with 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
(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 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.

                                       4
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 March 20, 2002.

                               SYBRON DENTAL SPECIALTIES, INC.

                               By:      /s/  GREGORY D. WALLER
                                  ---------------------------------------------
                                        Gregory D. Waller
                                        Vice President-Finance, Chief Financial
                                        Officer and Treasurer

         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
------------------------------        Executive Officer of the Registrant)
Floyd W. Pickrell, Jr.

/s/ GREGORY D. WALLER                 Vice President-Finance, Chief Financial Officer and
------------------------------        Treasurer (Principal Financial Officer and Principal
Gregory D. Waller                     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 March 20, 2002.

                                      S-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 December    Exhibit 4 to the Registrant's Form 8-K
               8, 2000,  between the Registrant and      dated December 8, 2000 and filed on
               EquiServe Trust Company, N.A., as         December 12, 2000
               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 of Stephen J. Tomassi, Vice                                                   X
               President-General Counsel and Secretary
               of Registrant, as to the legality of
               the securities to be issued

23.1           Consent of KPMG LLP                                                                   X

23.2           Consent of Stephen J. Tomassi                                                         Contained in
                                                                                                     opinion filed
                                                                                                     as Exhibit 5.1

24.1           Powers of Attorney                                                                    Signatures
                                                                                                     page to this
                                                                                                     Registration
                                                                                                     Statement

99.1           2001 Long-Term Incentive Plan             Exhibit 10.14 to the Registrant's Form
                                                         10-Q for the quarter ended December 31,
                                                         2001
E-1