SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 24, 1997 -------------------------------- DENTAL SERVICES OF AMERICA, INC. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 53-11935 59-275843 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 2260 S.W. 8TH STREET, MIAMI, FLORIDA 33135 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code (305) 642-4090 ------------------------------ - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS; IF CHANGED SINCE LAST REPORT) Page 1 of 6 pages. Exhibit Index at Page 2. ITEM 5. OTHER EVENTS. - ------ ------------ The Board of Directors and the shareholders of Registrant have approved a one-for-five reverse split of the Registrant's outstanding common stock. The action was approved by written consent of the holders of a majority of the Registrant's voting shares, without a meeting. Shareholders holding a total of 6,644,500 votes consented to the reverse split. The reverse split becomes effective as of January 1, 1998. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. - ------ ------------------------------------------------------------------ (a) Not Applicable (b) Not Applicable (c) Exhibits. Exhibit No. Description ----------- ----------- 3.1 Certificate of Amendment to Certificate of Incorporation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. December 24, 1997 DENTAL SERVICES OF AMERICA, INC. By: /s/ Maria Suarez -------------------------------- Maria Suarez Vice President 2