UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No.1)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
DENTALSERV.COM
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(Name of Registrant as Specified In Its Charter)
Eugene M. Kennedy, Esq. (954) 524-4155
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(Name of Person(s) Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
Common Stock, par value $0.001 per share; Series A Convertible
Preferred Stock, par value $0.01 per share.
_________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
5,584,000 shares of Common Stock outstanding; 10,000,000 shares of
Preferred Stock initially authorized.
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not Applicable
__________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
5) Total fee paid:
__________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
__________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
__________________________________________________________________________
3) Filing Party:
__________________________________________________________________________
4) Date Filed:
__________________________________________________________________________
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DENTALSERV.COM
20 West 55th Street, Fifth Floor
New York, New York 10019
(212) 849-8248
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
Approximate Date of Mailing:[September 21, 2007]
To the Stockholders of Dentalserv.Com:
The attached Information Statement is furnished by the Board of
Directors (the "Board") of DentalServ.Com (the "Company") to inform
shareholders of the approval by the Board and our stockholders of a
private placement of units comprised of preferred stock and common
stock purchase warrants and amendments to our Articles of
Incorporation to: (i) initially authorize Ten Million (10,000,000)
shares of Preferred Stock; (ii) reverse split our outstanding Common
Stock on the basis of one (1) post-split share for each four (4) pre-
split shares; and (iii)change the Company's name as aspects of a
pending reverse merger with Medpro Safety Products, Inc., a closely
held Delaware corporation. This Information Statement will be mailed
to holders of record of Common Stock as of the close of business on
or about September 21, 2007 (the "Record Date"). On that date, the
Company had outstanding and entitled to vote 5,584,000 shares of its
Common Stock.
Specifically, this Information Statement relates to the following:
1. Shareholders' approval of an amendment to the Company's
Articles of Incorporation effectuating (a) a change in the
Company's name to Medpro Safety Products, Inc., (b) a one (1)
for four(4) reverse split of the Company's Common Stock and (c)
a change in the Company's authorized capital stock from:
100,000,000 shares of Common Stock, par value $0.001 per share,
to: 90,000,000 shares of Common Stock, par value $0,001 per
share, and 10,000,000 shares of Preferred Stock, $0.01 per
share issuable in series with such powers, designations,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions
thereof, as the Board may fix from time to time by resolution
or resolutions.
2. Shareholders' approval of a private placement offering of up
to 6,638,230 shares of the Company's authorized, previously
unissued shares of Series A Convertible Preferred Stock for
maximum gross proceeds of $13,000,000 in units comprised of
approximately 28,888,230 Common Stock Purchase Warrants to
purchase post-reverse split shares of the Company's Common
Stock.
On August 14, 2007, shareholders owning in the aggregate
5,025,600 shares of Common Stock, or approximately 90% of the then
issued and outstanding Common Stock, consented in writing to the
matters described herein. As a result, these matters were approved
by the majority required by law and no further votes will be needed.
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
INFORMATION STATEMENT
Please read this notification carefully. It describes the
essential terms of the actions taken by the shareholders and contains
certain biographical and other information concerning the proposed
new directors of the Company. Additional information about the business
of the Company is contained in the Company's Quarterly Report on Form
10-QSB dated August 10, 2007, and its Current Report on Form 8-K/A dated
August 14, 2007 (the "Reports"), which were filed with the United
States Securities and Exchange Commission (the "Commission"). The
Reports and their accompanying exhibits may be inspected without
charge at the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such
materials may also be obtained from the SEC at prescribed rates. The
SEC also maintains a Web site that contains reports, proxy and
information statements and other information regarding public
companies that file reports with the SEC. Copies of the Reports may be
obtained from the SEC's EDGAR archives at http://www.sec.gov/cgo-
bin/srch-edgar.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a
director, associate of any director, executive officer or nominee or
any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, resulting from the matters described
herein, which is not shared by all other stockholders pro-rata, and in
accordance with their respective interests, except that the Company's
incoming officers and directors may be eligible to participate in a
future Company Equity Incentive Program if such a program or plan is
implemented after completion of the Reverse Merger. Other than the
generalized current intention to reserve a substantial number of
shares of authorized, unissued shares for possible use in connection
with a future program or plan, there are now no specific equity
incentive plans under consideration.
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EXECUTIVE OFFICERS
The executive officers of the Company are identified in the table
below. Each executive officer of the Company serves at the pleasure of
the Board.
Name Age Positions
---- --- ---------
Dr. Lawrence Chimerine 66 President, CEO
Robert Scherne 50 Treasurer, CFO and Secretary
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the shares of our common stock as of August
31, 2007 by (i) each person who is known by us to be the beneficial
owner of more than five percent (5%) of the issued and outstanding
shares of our common stock, (ii) each of our directors and executive
officers, and (iii) all directors and executive officers as a group.
This table is based upon information derived from our stock
records. Unless otherwise subject to community property laws where
applicable, we believe that each of the shareholders named in this
table has sole or shared voting and investment power with respect to
the shares indicated as beneficially owned. Applicable percentages are
based upon 5,584,000 shares of pre-reverse split Common Stock
outstanding, as of August 31, 2007.
Name and Address Number of Shares of Percentage of
of Beneficial Owner(1) Common Stock Owned Common Stock(2)
- --------------------------------------------------------------------------------
(Post-Split)
Vision Opportunity Master Fund, Ltd.(3) 5,016,150 (1,254,038) 89.8 %
Robert Scherne (3) 18,750 (4,688) 0.3 %
Lawrence Chimerine (3) 12,500 (3,125) 0.2 %
All officers and directors as a group 31,250 (7,813) 0.6 %
[two persons(2)]
- --------------------
(1) Beneficial ownership as reported in the table above has been
determined in accordance with Instruction (1) to Item 403 (b) of
Regulation S-B of the Exchange Act.
(2) Percentages are approximate based both upon, 5,584,000 issued and
outstanding shares of common stock, pre-reverse split, and 1,396,000
issued and outstanding shares of common stock, post-split.
APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO (A) CHANGE THE COMPANY'S NAME, (B) EFFECT A ONE FOR FOUR REVERSE
SPLIT AND (C) EFFECT A CHANGE IN THE AUTHORIZED CAPITAL STOCK TO
INITIALLY AUTHORIZE PREFERRED STOCK
Amendment to the Articles of Incorporation
The Board and shareholders holding the necessary number of
votes have approved an amendment (the "Articles of Amendment")
of the Company's Articles of Incorporation to change
(a) Article First thereof to effect a change of the Company's name
(the "Name Change") to Medpro Safety Products, Inc. and (b) Article
Fourth thereof to (i) effect a one (1) for four (4) reverse split of the
Company's Common Stock (the "Reverse Split") and (ii) effect a change
in the total authorized capital stock of the Company (the "Capital
Change") to 100,000,000 shares, of which 90,000,000 will remain classified
as common stock, par value $.001 per share, and 10,000,000 shares will be
classified as preferred stock, par value $.001 per share, issuable in
series with such powers, designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as the Board may fix from time to
time by resolution or resolutions.
As amended, Article I shall read in its entirety as follows:
ARTICLE I NAME
The name of this corporation is: "MEDPRO SAFETY PRODUCTS, INC."
As amended, ARTICLE VI shall read in its entirety as follows:
ARTICLE VI AUTHORIZED CAPITAL STOCK
(a) The total number of shares which the Corporation shall have
authority to issue is One Hundred Million (100,000,000), consisting of
Ninety Million (90,000,000) shares of Common Stock, par value $0.001
per share, (hereinafter called the "Common Stock"), and Ten Million
(10,000,000) shares of Preferred Stock, par value $0.01 per share,
(hereinafter called the "Preferred Stock")
(b) As of 5:00 PM, Eastern Standard time, on the date
on which this amendment to the Articles of Incorporation is filed with
the Secretary of State of the State of Nevada (the "Effective Time"),
each four (4) outstanding shares of common stock, par value $.001 per
share ("Old Common Stock"), without further action on the part of the
Corporation or any of the stockholders, shall automatically be changed
into one (1) share of Common Stock (the "New Common Stock") (referred
to herein as the "Reverse Split"). At the Effective Time, as a result
of the Reverse Split, each holder of Old Common Stock shall
automatically become the holder of one share of New Common Stock for
every four shares of Old Common Stock held by such holder prior
thereto. Further, at the Effective Time, each certificate formerly
representing a stated number of shares of Old Common Stock shall, as a
result of the Reverse Split, represent one share of New Common Stock
for each four shares of Old Common Stock represented immediately prior
to the Reverse Split.
(c) Shares of Preferred Stock may be issued from time to time
in one or more series as may be established from time to time
by resolution of the Board of Directors of the Corporation
(hereinafter the "Board"), each of which series shall consist of such
number of shares and have such distinctive designation or title as
shall be fixed by resolution of the Board prior to the issuance of any
shares of such series. Each such class or series of Preferred Stock
shall have such voting powers, full or limited, or no voting powers,
and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions
thereof, as shall be stated in such resolution of the Board providing
for the issuance of such series of Preferred Stock.
All stock when issued will be deemed fully paid and non-assessable. No
cumulative voting, on any matter to which shareholders will be
entitled to vote, will be allowed for any purpose
The authorized stock of this corporation may be issued at such time,
upon such terms and conditions and for such consideration as the Board
of Directors will, from time to time determine. Stockholders will not
have pre-emptive rights to acquire unissued shares of the stock of
this corporation."
The Name Change, the Reverse Split and the Capital Change
will be effected by filing an Articles of Amendment to the
Articles of Incorporation with the Secretary of State of Nevada.
The Articles of Amendment, attached hereto as Exhibit A, will be filed
with the Secretary of State of Delaware approximately twenty (20)
days after the mailing of this Information Statement, and the Name
Change, the Reverse Split and the Capital Change will become effective
immediately upon such filing (the "Effective Date").
Purpose and Effect of Name Change
The purpose of changing the Company's corporate name is to
reflect the Company's acquisition, on or about October 10, 2007, of
all of the outstanding shares of capital stock of Medpro Safety
Products, Inc. ("MedPro"). All of the outstanding shares of capital
stock of MedPro will be acquired in a reverse merger of MedPro with
and into the Company (the "Reverse Merger") pursuant to an agreement
and plan of merger by and between the Company, MedPro and the holders
of all of the outstanding capital stock of MedPro (the "Agreement and
Plan of Merger"). As a result of the Reverse Merger, the business of
MedPro will be conducted by the Company and the management and Board
of MedPro will become the Company's management and Board of Directors.
It is contemplated that following completion of the Reverse Merger,
for the foreseeable future the business of MedPro will constitute the
principal business of the Company under its new name, Medpro Safety
Products, Inc.
The voting and other rights that accompany the Company's
Common Stock will not be affected by the change in corporate name.
SHAREHOLDERS MAY, BUT NEED NOT, EXCHANGE THEIR CERTIFICATES
TO REFLECT THE CHANGE IN CORPORATE NAME.
Purpose and Effect of Reverse Split
General
- --------
The effect of the Reverse Split will cause each four (4)
outstanding shares of common stock to automatically change into one
(1) share of common stock, effectively increasing the number of
authorized shares of our common stock available for issuance.
The Company's board of directors approved the Reverse Split for
the following reasons:
(a) it believes that this action may lead to a higher per share
stock price and may help generate investor interest in the Company;
(b) it believes this action may help attract additional
investment in the Company; and
(c) it believes this action is the next logical step in the
process of restructuring the Company to align the Company's
outstanding shares of capital stock with the Company's anticipated
post-Reverse Merger financial condition and operations to provide an
opportunity for potential realization of shareholder value, which
would otherwise be subject to the dilutive effects of the Company's
capital structure.
In approving the proposal authorizing the Reverse Split, the
Company's Board of Directors considered that our common stock may not
appeal to brokerage firms that are reluctant to recommend lower priced
securities to their clients. Investors may also be dissuaded from
purchasing lower priced stocks because the brokerage commissions, as a
percentage of the total transaction, tend to be higher for such
stocks. Moreover, the analysts at many brokerage firms do
not monitor the trading activity or otherwise provide coverage of
lower priced stocks. Also, the Company's Board of Directors believes
that most investment funds are reluctant to invest in lower priced
stocks.
THERE ARE RISKS ASSOCIATED WITH THE REVERSE SPLIT, INCLUDING
THAT THE REVERSE SPLIT MAY NOT RESULT IN A PROPORTIONAL INCREASE IN
THE PER SHARE PRICE OF THE COMPANY'S COMMON STOCK OR THAT ANY INCREASE
IN THE PER SHARE PRICE OF THE COMPANY'S COMMON STOCK WILL NOT BE
SUSTAINED.
The Company cannot predict whether the Reverse Split will
increase the market price for the Company's common stock. The history
of similar Reverse Splits for companies in like circumstances is
varied. There can be no assurance that:
* the market price per share of the Company's common stock
after the Reverse Split will rise in proportion to the reduction in
the number of shares of the Company's common stock outstanding before
the Reverse Split; or
* the Reverse Split will result in a per share price that will
attract brokers and investors who do not trade in lower priced stocks.
The market price of the Company's common stock will also be
based on our performance and other factors, some of which are
unrelated to the number of shares outstanding. When the Reverse Split
is effected if the market price of our common stock declines, the
percentage decline as an absolute number and as a percentage of the
Company's overall market capitalization may be greater than would
occur in the absence of the Reverse Split. Furthermore, the liquidity
of the Company's common stock could be adversely affected by the
reduced number of shares that would be outstanding after the Reverse
Split.
Procedure for Effecting Reverse Split
Upon the filing of the Certificate of Amendment to the Company's
Articles of Incorporation, the Reverse Split will be effected
simultaneously for all of the Company's common stock and the exchange ratio
of four for one will be the same for all of our common stock. The Reverse
Split will affect all of the Company's stockholders uniformly and will not
affect any stockholder's percentage ownership interests in the Company,
except to the extent that the Reverse Split results in any of the
Company's stockholders becoming otherwise entitled to a fractional share.
Common stock issued pursuant to the Reverse Split will remain fully paid
and non-assessable. The Reverse Split will not affect our continuing to be
subject to the periodic reporting requirements of the Securities and
Exchange Act of 1934, as amended.
Based on outstanding stock information as of the record date,
after the Capital Change, and immediately after completion of the
Reverse Split, before issuing the additional exchange shares in
connection with the Reverse Merger acquisition of the MedPro capital
stock as provided in the Agreement and Plan of Merger, the Company
will have outstanding approximately 1,396,000 shares of common stock
and approximately 88,604,000 shares of authorized but unissued shares
of common stock.
The Reverse Split will become effective on the Effective
Date. Beginning on the Effective Date, each certificate representing
Old Shares will be deemed for all corporate purposes to evidence
ownership of New Shares.
No fractional shares will be issued in connection with the
reverse split. Shareholders who would otherwise be entitled to receive
fractional shares as a result of the reverse split will have the
number of New Shares to which they are entitled rounded up to the
nearest whole number of shares. No shareholders will receive cash in
lieu of fractional shares.
Accounting Matters
The Reverse Split will not affect total stockholders' equity
on our balance sheet. However, because the par value of our common
stock will remain unchanged on the Effective Date, the components that
make up total stockholders' equity will change by offsetting amounts.
The stated capital component will be reduced to one fourth (1/4) of
its present amount, and the additional paid-in capital component will
be increased with the amount by which the stated capital is reduced.
The per share net income or loss and net book value of our common
stock will be increased because there will be fewer shares of our
common stock outstanding. Prior periods' per share amounts will be
restated to reflect the Reverse Split.
Anti-Takeover Effect
Although an increase in the number of unissued authorized
shares available to be issued will result from the Reverse Split (+
4,188,000 shares) the concurrent Capital Change will result in fewer
authorized, unissued shares available to be issued (- 10,000,000
shares) The result of both will be a net decrease in the number of
authorized, unissued shares available to be issued (-5,812,000). While
inapplicable here, an effective increase in the number of authorized,
unissued shares, under certain circumstances, could have an anti-
takeover effect (for example, by permitting issuances that would
dilute the stock ownership of a person seeking to effect a change in
the composition of the Company's Board of Directors or contemplating a
tender offer or other transaction for the combination of the Company
with another company). The Reverse Split is not accordingly being
proposed in response to any effort of which the Company is aware to
accumulate shares of the Company's common stock or obtain control of
the Company, nor is it part of a plan by management to recommend a
series of similar amendments to the Company's Board of Directors and
stockholders. Other than the changes contemplated by the Articles of
Amendment, which do not interpose any anti-takeover effects, our Board
of Directors does not currently contemplate recommending the adoption
of any other actions that could be construed to affect the ability of
third parties to take over or change control of the Company.
Tax Matters
The following is a summary of certain material federal income
tax consequences of the Reverse Split and does not purport to be a
complete discussion of all of the possible federal income tax
consequences of the Reverse Split. It is included for general
information only. Further, it does not address any state, local or
foreign income or other tax consequences. For example, the state and
local tax consequences of the Reverse Split may vary significantly as
to each stockholder, depending upon the state in which such
stockholder resides. Also, it does not address the tax consequences to
holders subject to special tax rules, such as banks, insurance
companies, regulated investment companies, personal holding companies,
foreign entities, nonresident alien individuals, broker-dealers and
tax-exempt entities. The discussion is based on the provisions of the
United States federal income tax law as of the date hereof, which is
subject to change retroactively as well as prospectively. This summary
also assumes that the Old Shares were, and the New Shares will be,
held as a "capital asset," as defined in the Internal Revenue Code of
1986, as amended (the "Code") (generally, property held for
investment). The tax treatment of a stockholder may vary depending
upon the particular facts and circumstances of such stockholder. Each
stockholder is urged to consult with such stockholder's own tax
advisor with respect to the tax consequences of the
Reverse Split.
No gain or loss should be recognized by a stockholder upon
such stockholder's exchange of Old shares for New Shares pursuant to
the Reverse Split. The aggregate tax basis of the new shares received
in the Reverse Split (including any fraction of a New Share deemed to
have been received) will be the same as the stockholder's aggregate
tax basis in the Old Shares exchanged therefor. The stockholder's
holding period for the New Shares will include the period during which
the stockholder held the Old Shares surrendered in the Reverse Split.
Our view regarding the tax consequence of the Reverse Split is not
binding on the Internal Revenue Service or the courts. Accordingly,
each stockholder should consult with such stockholder's own tax
advisor with respect to all of the potential tax consequences to
such stockholder of the Reverse Split.
SHAREHOLDERS MAY, BUT NEED NOT, EXCHANGE THEIR CERTIFICATES TO REFLECT
THE REVERSE SPLIT.
Purpose and Effect of Capital Change
General
- ---------
The effect of the Capital Change will be to reduce the number
of shares of Common Stock that the Company is authorized to issue from
100,000,000 to 90,000,000 (the "Common Stock Change") and to initially
authorize the issuance of 10,000,000 shares of preferred stock
(the "Preferred Stock Authorization"). Currently, the Company was not
previously authorized to issue preferred stock.
Common Stock Change
- -------------------
The net number of shares of authorized, unissued shares of
Common Stock that will be available as a result of the Reverse Split
and after the Capital Change, if and when issued, will have the same
rights and privileges as the shares of Common Stock presently issued
and outstanding. The Articles of Amendment and the consequent decrease
in the number of shares of authorized Common Stock will not alter the
current number of issued shares except to the extent of the Reverse
Split. The relative rights and limitations of the shares of our Common
Stock will remain unchanged under the Articles of Amendment.
As of August 31, 2007, a total of 5,584,000 (pre-reverse
split); or 1,396,000 (post-reverse split) shares of the Company's
currently authorized 100,000,000 shares of Common Stock were issued
and outstanding. After effectiveness of the Articles of Amendment, the
Company's authorized Common Stock will be reduced to 90,000,000
shares, of which approximately 11,878,628 shares of unissued Common
Stock will be reserved for exchange with the MedPro stockholders in
the Reverse Merger transaction; and 35,556,416 shares of unissued
Common Stock will be reserved for issuance upon the exercise of all of
the anticipated rights to receive shares of Common Stock issued in our
Private Placement of up to 6,668,230 Units comprised of newly
authorized Series A Convertible Preferred Stock and Common Stock
Purchase Warrants. Accordingly, absent a further capital change, not
now contemplated, the Company will have approximately 41,168,956
shares of authorized, unreserved and unissued Common Stock available
to be issued in the future. The share numbers specified in this
paragraph, unless otherwise noted, give effect to the Reverse Split.
The Board expects that in the future the Company will either publicly
offer or privately place shares of its Common Stock to raise funds to
finance the expansion of its operations, including stock based acquisitions
of businesses or assets. Except for the potential issuance of reserved
shares specified in the previous paragraph, there are no present
discussions, understandings or arrangements regarding further issuance or
sale of any shares of Common Stock. However, it is likely that any future
financing or acquisition will require the Company to sell shares of
its Common Stock. The Company believes that despite the Capital Change
reducing its authorized Common Stock from 100,000,000 to
90,000,000,shares, the Company will continue to have the flexibility
of having an adequate number of authorized but unissued shares of
Common Stock available for future financing requirements and other
corporate purposes, such as stock dividends or splits, mergers, or
future incentive programs, without the expense or delay attendant in
seeking stockholder approval at any special or annual meeting. The
Articles of Amendment does not significantly reduce the number of
unreserved, authorized, unissued shares of Common Stock that could be
used from time to time, without further action or authorization by the
stockholders (except as may be required by law or by any stock exchange
or over-the-counter market on which the Company's securities may
then be listed).
Holders of Common Stock have no preemptive rights to purchase or
subscribe for any unissued stock of the Company. Accordingly, the issuance
of additional shares of Common Stock in the Reverse Merger acquisition or
in response to exercise of rights to receive additional Common
Stock issued in the Private Placement will reduce the current
stockholders' percentage ownership interest in the total outstanding
shares of Common Stock and, depending upon the circumstances, may have
a dilutive effect on book value, earnings per share, voting power and
other interests of existing stockholders.
The substantial number of authorized, unissued, unreserved
shares of Common Stock that will continue to be available for
issuance, and the subsequent issuance of such shares, could also have
the effect of delaying or preventing a change in control of the
Company without further action by the stockholders. Shares of
authorized and unissued Common Stock could (within the limits imposed
by applicable law) be issued in one or more transactions that would
make a further change in control of the Company more difficult, and
therefore less likely.
Principal Effects of Preferred Stock Authorization
The Capital Change will create 10,000,000 authorized shares
of "blank check" preferred stock. The term "blank check" refers to
preferred stock, the creation and issuance of which is authorized in
advance by the stockholders and the terms, rights, and features of
which are determined by the Board upon issuance. The authorization of
such blank check preferred will permit the Board to authorize and
issue preferred stock from time to time in one or more series. The
Board will be expressly authorized, at its discretion, to adopt
resolutions to issue shares of preferred stock, to fix the number of
such shares and to change the number of such shares constituting any
series and to provide for the voting powers designations, preferences
and relative, participating, optional or other special rights,
qualifications limitations or restrictions thereof, including dividend
rights (including whether the dividends are cumulative), dividend
rates, terms of redemption (including sinking fund provisions),
redemption prices, conversion rights and liquidation preferences of
the shares constituting any such series of the preferred stock, in
each case without any further action or vote by the stockholders. The
Board will be required to make any determination to issue further
authorized shares of preferred stock based on its judgment regarding
the best interests of the Company and its stockholders.
The Board believes that the Capital Change preferred stock
authorization will provide the Company with increased financial
flexibility in meeting its present and future capital requirements by
providing another type of security in addition to its Common Stock, as
it will allow preferred stock to be available for issuance from time
to time and with flexible features as determined by the Board for any
proper corporate purpose. It is anticipated that such purposes may
include exchanging preferred stock for Common Stock and, without
limitation, may include the issuance for cash as a means of obtaining
capital for use by the Company, or issuance as part or all of the
consideration required to be paid by the Company for acquisitions of
other businesses or assets.
Any issuance of preferred stock with voting rights, could, under
certain circumstances, have the effect of delaying or preventing a change
in control of the Company by increasing the number of outstanding shares
entitled to vote and by increasing the number of votes required to approve
a change in control of the Company. Shares of voting or additional
convertible preferred stock could be issued, or rights to purchase such
shares could be issued to render more difficult or discourage an attempt
to obtain control of the Company by means of a tender offer, proxy
contest, merger or otherwise. The ability of the Board to issue such
additional shares of preferred stock, with the rights
and preferences it deems advisable, could discourage an attempt
by a party to acquire control of the Company by tender offer or
other means. Such issuances could therefore deprive stockholders
of potential benefits that could result from such an attempt.
Moreover, the issuance of such additional shares of preferred
stock to persons friendly to the Board could make it more difficult
to remove incumbent managers and directors from office even if such
change were to be favorable to stockholders generally.
Exchange of Stock Certificates
As soon as practicable after the Effective Date, shareholders
of record on the Effective Date will be furnished with the necessary
materials and instructions for the surrender and exchange of their
certificates representing shares of Common Stock. Shareholders may,
but need not, surrender and exchange their certificates representing
shares of existing Common Stock.
SHAREHOLDERSSHOULD NOT SUBMIT ANY STOCK CERTIFICATES TO THE COMPANY OR
THE COMPANY'STRANSFER AGENT UNTIL REQUESTED TO DO SO.
No service charge will be payable by shareholders in connection with
the exchange of certificates as all costs will be borne by the
Company.
Absence of Dissenters' Rights
Under the provisions of the applicable Private Corporations
law,1 Nevada Revised Statutes, and under our Articles of Incorporation,
shareholders are not provided with dissenters' rights or rights of
appraisal in connection with the Articles of Amendment.
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By Order of the Board of Directors:
DentalServ.Com
By: /s/ Lawrence Chimerine
---------------------------------
Lawrence Chimerine, President and
Chief Executive Officer
September 7, 2007
EXHIBIT A
=================================================================
Articles of Amendment
of
Articles of Incorporation
of
DENTALSERV.COM
=================================================================
STATE OF NEVADA
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
DENTALSERV.COM
DENTALSERV.COM, a Nevada corporation (the "Corporation"), does hereby
certify that:
First: That the Board of Directors of DentalServ.Com (the
"Corporation") by unanimous written consent dated as of August 13,
2007, adopted resolutions setting forth proposed amendments to the
Articles of Incorporation of the Corporation as hereinafter amended,
declaring such amendments to be advisable and calling for the
submission of such amendments to the stockholders of the Corporation
for consideration thereof. The resolutions setting forth the proposed
amendments are as follows:
Resolved, that the Articles of Incorporation of the Corporation be
amended by changing Article I so that, as amended, said Article
shall be and read as follows:
ARTICLE I NAME
The name of this corporation is: "MEDPRO SAFETY PRODUCTS, INC."
Resolved, that the Articles of Incorporation of the Corporation be
amended by changing Article VI so that, as amended, said Article shall
be and read as follows:
ARTICLE VI AUTHORIZED CAPITAL STOCK
(a) The total number of shares which the Corporation shall
have authority to issue is One Hundred Million (100,000,000),
consisting of Ninety Million (90,000,000) shares of Common Stock, par
value $0.001 per share, (hereafter called the "Common Stock"), and Ten
Million (10,000,000) shares of Preferred Stock, par value $0.01 per
share, (hereinafter called the "Preferred Stock")
(b) As of 5:00 PM, Eastern Standard time, on the
date on which this Amendment to the Articles of Incorporation is
filed with the Secretary of State of the State of Nevada (the
"Effective Time"), each four (4) outstanding shares of common stock,
par value $.001 per share ("Old Common Stock"), without further
action on the part of the Corporation or any of the stockholders,
shall automatically be changed into one (1) share of Common
Stock (the "New Common Stock") (referred to herein as the
"Reverse Split"). At the Effective Time, as a result of the
Reverse Split, each holder of Old Common Stock shall
automatically become the holder of one share of New Common Stock
for every four shares of Old Common Stock held by such holder prior
thereto. Further, at the Effective Time, each certificate formerly
representing a stated number of shares of Old Common Stock shall, as a
result of the Reverse Split, represent one share of New Common Stock
for each four shares of Old Common Stock represented immediately prior
to the Reverse Split.
(c) Shares of Preferred Stock may be issued from time to
time in one or more series as may be established from time to time by
resolution of the Board of Directors of the Corporation (hereinafter
the "Board"), each of which series shall consist of such number of
shares and have such distinctive designation or title as shall be
fixed by resolution of the Board prior to the issuance of any shares
of such series. Each such class or series of Preferred Stock shall
have such voting powers, full or limited, or no voting powers, and
such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions
thereof, as shall be stated in such resolution of the Board providing
for the issuance of such series of Preferred Stock.
(b) As of 5:00 PM, Eastern Standard time, on the date on
which this Amendment to the Articles of Incorporation is filed with
the Secretary of State of the State of Delaware (the "Effective
Time"), each 13 outstanding shares of common stock, par value $.001
per share ("Old Common Stock"), without further action on the part of
the Corporation or any of the stockholders, shall automatically be
changed into one share of Common Stock (the "New Common Stock")
(referred to herein as the "Reverse Split"). At the Effective Time, as
a result of the Reverse Split, each holder of Old Common Stock shall
automatically become the holder of one share of New Common Stock for
every 13 shares of Old Common Stock held by such holder prior thereto.
Further, at the Effective Time, each certificate formerly representing
a stated number of shares of Old Common Stock shall as a result of the
Reverse Split represent one share of New Common Stock for each 13
shares of Old Common Stock represented immediately prior to the
Reverse Split.
(c) Shares of Preferred Stock may be issued from time to
time in one or more series as may be established from time to time by
resolution of the Board of Directors of the Corporation (hereinafter
the "Board"), each of which series shall consist of such number of
shares and have such distinctive designation or title as shall be
fixed by resolution of the Board prior to the issuance of any shares
of such series. Each such class or series of Preferred Stock shall
have such voting powers, full or limited, or no voting powers, and
such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions
thereof, as shall be stated in such resolution of the Board providing
for the issuance of such series of Preferred Stock.
All stock when issued will be deemed fully paid and non-assessable. No
cumulative voting, on any matter to which shareholders will be
entitled to vote, will be allowed for any purpose
The authorized stock of this corporation may be issued at such time,
upon such terms and conditions and for such consideration as the Board
of Directors will, from time to time determine. Stockholders will not
have pre-emptive rights to acquire unissued shares of the stock of
this corporation."
Second: That thereafter, pursuant to Section 78.320 of the Private
Corporations law, Nevada Revised Statutes, written consents approving
the amendments set forth above were signed by holders of outstanding
voting stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting on
such date at which all shares entitled to vote thereon were present
and voted.
Third: That said amendments were duly adopted in accordance with
the provisions of Sections 78.1955, 78.2055, 78.315 & 78.320 of
the Private Corporations law, Nevada Revised Statutes.
Fourth: That the capital of the Corporation shall not be reduced
under or by reason of said amendments.
By: /s/ Lawerence Chimerine
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Name: Lawrence Chimerine, President, CEO
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(Authorized Officer)