As filed with the Securities and Exchange Commission on June 14, 2012.
Registration Number 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Birner Dental Management Services, Inc.
(Exact name of registrant as specified in its charter)
Colorado | 84-1307044 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | Identification No.) | |
1777 South Harrison Street, Suite 1400 | ||
Denver, Colorado | 80210 | |
(Address of principal executive offices) | (Zip code) |
Birner Dental Management Services, Inc. 2005 Equity Incentive Plan
(Full title of the plan)
Dennis N. Genty
Chief Financial Officer, Secretary, and Treasurer
Birner Dental Management Services, Inc.
1777 South Harrison Street, Suite 1400
Denver, Colorado
(Name and address of agent for service)
(303) 691-0680
(Telephone number, including area code, of agent for service)
Copy to:
Douglas R. Wright, Esq.
Faegre Baker Daniels LLP
3200 Wells Fargo Center
1700 Lincoln Street
Denver, Colorado 80203
(303) 607-3500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company þ |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount tobe registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee | ||||||||||||
Common Stock, no par value | 475,000 shares | $16.82 | $7,989,500 | $915.60 |
1 | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement will also cover any additional shares of common stock ofBirner Dental Management Services, Inc. (the “Company”) that become issuable under theBirner Dental Management Services, Inc. 2005 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, reorganization or other similar transaction effected without the registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the registrant’s common stock. |
2 | Estimated solely for purposes of calculating the registration fee. Based on the average high and low prices reported on the Nasdaq Capital Market on June 13, 2012, pursuant to Rule 457(c) and (h)(1). |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 475,000 shares of the Registrant’s Common Stock to be issued pursuant to the Plan. In accordance with Section E of the General Instructions to Form S-8, the Registration Statements previously filed with the Securities and Exchange Commission relating to the Plan (File Nos. 333-129525 and 333-128776) are incorporated by reference herein.
Part II
Item 8. | Exhibits |
Exhibit No. | Description |
3.1 | Amended and Restated Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997. |
3.2 | Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997. |
4.1 | Specimen Stock Certificate, incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997. |
5.1 | Opinion of Faegre Baker Daniels LLP |
10.1 | Birner Dental Management Services, Inc. 2005 Equity Incentive Plan, incorporated herein by reference to Exhibit 99 of the Company’s Definitive Proxy Statement filed with the Securities Exchange Commission on April 27, 2005. |
10.2 | Form of Restricted Stock Agreement and Grant Notice under 2005 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 on Form 8-K (SEC File No. 000-23367), as filed with the Securities and Exchange Commission on July 19, 2005 |
23.1 | Consent of Hein & Associates LLP |
23.2 | Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1) |
24.1 | Power of Attorney (included on signature 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 of 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 Denver, State of Colorado, on June 14, 2012.
BIRNER DENTAL MANAGEMENT SERVICES, INC. | ||
By: | /s/ Frederic W.J. Birner | |
Frederic W.J. Birner Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis N. Genty and Douglas R. Wright, or any of them (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and on his or her behalf to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and any documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done.
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 dates indicated.
/s/ Frederic W.J. Birner | Chairman of the Board, Chief Executive | June 14, 2012 | ||
Frederic W.J. Birner | Officer and Director (Principal Executive Officer) | |||
/s/ Dennis N. Genty | Chief Financial Officer, Secretary and | June 14, 2012 | ||
Dennis N. Genty | Treasurer (Principal Financial and Accounting Officer) | |||
/s/ Mark A. Birner, D.D.S. | ||||
Mark A. Birner, D.D.S. | President and Director | June 14, 2012 | ||
/s/ Brooks G. O’Neil | ||||
Brooks G. O’Neil | Director | June 14, 2012 | ||
/s/ Paul E. Valuck D.D.S. | ||||
Paul E. Valuck D.D.S. | Director | June 14, 2012 | ||
/s/ Thomas D. Wolf | ||||
Thomas D. Wolf | Director | June 14, 2012 |
Exhibit Index | |
Exhibit No. | Description |
3.1 | Amended and Restated Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997. |
3.2 | Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997. |
4.1 | Specimen Stock Certificate, incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997. |
5.1 | Opinion of Faegre Baker Daniels LLP |
10.1 | Birner Dental Management Services, Inc. 2005 Equity Incentive Plan, incorporated herein by reference to Exhibit 99 of the Company’s Definitive Proxy Statement filed with the Securities Exchange Commission on April 27, 2005. |
10.2 | Form of Restricted Stock Agreement and Grant Notice under 2005 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 on Form 8-K (SEC File No. 000-23367), as filed with the Securities and Exchange Commission on July 19, 2005 |
23.1 | Consent of Hein & Associates LLP |
23.2 | Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1) |
24.1 | Power of Attorney (included on signature page). |