As filed with the Securities and Exchange Commission on June 20, 2012.
Registration Number 333-182118
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
To
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 incorporation or organization) | (I.R.S. employer 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
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-182118) is being filed for the purpose of including two exhibits that were inadvertently omitted from the prior filing.
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 original signature page) |
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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 20, 2012.
BIRNER DENTAL MANAGEMENT SERVICES, INC. | |||
By: | * | ||
Frederic W.J. Birner | |||
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) |
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.
* | Chairman of the Board, Chief Executive | June 20, 2012 | ||
Frederic W.J. Birner | Officer and Director (Principal Executive Officer) | |||
/s/ Dennis N. Genty | Chief Financial Officer, Secretary and | June 20, 2012 | ||
Dennis N. Genty | Treasurer (Principal Financial and Accounting Officer) | |||
* | President and Director | June 20, 2012 | ||
Mark A. Birner, D.D.S. | ||||
* | Director | June 20, 2012 | ||
Brooks G. O’Neil | ||||
* | Director | June 20, 2012 | ||
Paul E. Valuck D.D.S. | ||||
* | Director | |||
Thomas D. Wolf | June 20, 2012 | |||
*By: /s/Dennis N. Genty Dennis N. Genty, as Attorney-in-Fact | Director | June 20, 2012 |
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