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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for Use of
[X] Definitive Information Statement the Commission Only (as
permitted by Rule 14c-5(d)(2))
DENTLCARE MANAGEMENT, INC.
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(Name of Registrant as Specified In Its Charter)
8118 EAST 63RD STREET, TULSA, OKLAHOMA 74133
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(Name of Person(s) Filing Information Statement, if other than Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(4) Date Filed:
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DENTLCARE MANAGEMENT, INC.
8118 EAST 63RD STREET, TULSA, OKLAHOMA 74133
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INFORMATION STATEMENT PURSUANT TO SECTION 14C
OF THE SECURITIES EXCHANGE ACT OF 1934
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This information statement is being mailed on or about June 5, 1997 to
the holders of record at the close of business on June 5, 1997 of the shares of
common stock, par value $0.001 per share (the "Shares"), of DentlCare
Management, Inc., a Nevada corporation (the "Company"). You are receiving this
information statement in connection with a proposed amendment (the "Proposed
Amendment") to the Certificate of Incorporation of the Company (the "Certificate
of Incorporation") that would increase the authorized shares of the Company to
Two Hundred Million (200,000,000), effective June 26, 1997.
1. APPROVAL OF PROPOSED AMENDMENT. Under Nevada corporation law,
the Proposed Amendment must be approved in writing by the holders of at
least a majority of the voting stock of the Company. The holders listed
below representing 52.5% of the outstanding stock, have consented in
writing to the Proposed Amendment. The Proposed Amendment, therefore,
has been approved by a majority of the stockholders of the company,
and, effective June 26, 1997, the number of authorized shares of the
Company will be increased to 200,000,000. Because the Proposed
Amendment has already been approved, you are not required to take any
action at this time; however, at your option, you may submit a written
consent to the Proposed Amendment to DentlCare Management, 8118 East
63rd Street, Tulsa, OK 74133. This information statement is your notice
that the increase in the number of authorized shares has been approved;
you will receive no further notice when the change becomes effective.
2. SHARE CERTIFICATES. Following the increase, the Share
certificates you now hold will continue to be valid. At the Effective
Date without any further action on the part of the Company or the
Stockholders, the shares of Common Stock held by Stockholders of record
will be converted into an amount of shares of new Common Stock equal to
the number of shares owned immediately prior to the increase in the
authorized shares. As soon as practicable after the Effective Date, the
Company will mail letters of transmittal to each holder of record of a
stock certificate or certificates which represents issued shares of the
Company's Common Stock outstanding at the Effective Date. The letter of
transmittal will contain instructions for the surrender of such
certificate or certificates to the Company's transfer agent in exchange
for certificates representing the number of shares of new Common Stock
into which the shares of Common Stock have been converted. In the
future, new Share certificates will contain a legend noting the change
in authorized shares, but this in no way will affect the validity of
your current Share certificates.
3. OUTSTANDING VOTING SECURITIES. At the close of business on June
5, 1997, there were 10,934,967 Shares outstanding. The Shares
constitute the only voting securities of the Company. Each holder of
the Shares is entitled to cast one vote for each Share held at any
meeting of shareholders.
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(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
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Common Stock DentlCare Liquidation Trust 1,472,200 13.5%
7633 East 63rd, Suite 210
Tulsa, OK 74133
Common Stock G. David Gordon 322,693 3.0%
7633 East 63rd, Suite 210
Tulsa, OK 74133
Common Stock Gary Radford 262,200 2.4%
7236 S. Birmingham Ave
Tulsa, OK 74136
Common Stock Kenneth Hurst 1,759,850 16.1%
4505 Ocean Blvd., #404
Highland Beach, FL
Common Stock Ellen Edwards 221,400 2.0%
6823 East 108th Street
Tulsa, OK 74133
Common Stock R. W. Donovan 1,244,788 11.4%
2212 South Eastern Avenue
Las Vegas, NV 89104
Common Stock R. T. Donovan 459,783 4.2%
828 N. Kaspar
Arlington Heights, IL 60004
4. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUEST NOT TO SEND US
A PROXY.
/s/ John C. Edwards
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JOHN C. EDWARDS, PRESIDENT