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UNITED STATES
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: September 2, 1997
DENTLCARE MANAGEMENT, INC.
(Exact name of Registrant as specified in its charter)
Nevada 0-28680 88-0301637
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
8118 E. 63rd St., Tulsa, Oklahoma 74133
(Address of principal executive offices)
(918)254-6600
(Registrant's telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 26, 1997, at a special meeting of the Board of Directors of the
Registrant, the Board voted in favor of the Registrant entering into an
Agreement ("Agreement") through Capital International Securities Group, Inc.
("Capital"), the Registrant's investment banking firm, with certain of its
shareholders including the three shareholders described below who had effective
control of the Registrant, and Bridge Bank, one of the Registrant's lenders. The
terms and conditions of the Agreement provided that Capital would undertake, on
a best efforts basis, in two private placements of the Registrant's common
stock, to raise up to $7,000,000.00 by selling up to 19,000,000 restricted
shares; and that the Registrant would issue warrants to Capital for the purchase
of 7,500,000 common shares of the Registrant. The terms and conditions of the
Agreement also provided that upon the receipt by the Registrant of $1,000,000.00
in the first of the private placements, the voting rights to 3,698,218 of the
Registrant's common stock owned by the shareholders entering into the Agreement
would be transferred to a voting trust controlled by an affiliate of Bridge
Bank, Motivo Investments, Ltd. ("Motivo") and certain other parties associated
with Motivo through July 1, 1998 (the "Voting Trust"); and that Motivo would
have the right to appoint up to five new directors to the Registrant's board in
addition to the two directors currently on the board. Also, upon the receipt by
the Registrant of $2,500,000.00 in the first of the private placements,
1,849,109 shares of the Registrant owned by the shareholders entering into the
Agreement would be transferred to Motivo and parties acting as consultants to
the Registrant; and an additional 1,849,109 shares of the Registrant owned by
the shareholders entering into the Agreement could be transferred to Motivo and
parties acting as consultants to the Registrant if certain conditions under the
Agreement were met.
The Registrant currently has 10,934,967 shares of common stock outstanding. In
the event that all of the shares are sold in the private placements, the
Registrant will have 29,934,967 shares of common stock outstanding.
Additionally, if all of the warrants are exercised, the Registrant will have
37,434,967 shares of common stock outstanding.
As of the date of filing this Form 8-K, the Registrant has received $1,075,000
in the first private placement, including $700,000.00 in debt of the Registrant
held by Bridge Bank in exchange for 2,800,000 shares of the Registrant's common
stock. Under the terms and conditions of the Agreement, the voting rights to
3,698,218 shares of the Registrant's common stock owned by the shareholders
entering into the Agreement were transferred to the Voting Trust; and Motivo has
the right to appoint up to five new directors to the Registrant's Board. As
such, Bridge Bank and Motivo now have effective control of the Registrant.
Prior to the first private placement, John C. Edwards, the former Chief
Executive Officer and President of the Registrant, J. Kenneth Hurst, the Chief
Financial Officer and Secretary of the Registrant and R. W. Donovan, were
together the Registrant's largest shareholders and together owned or controlled
3,326,033 shares representing 30.4% of the outstanding shares of the Registrant
and thereby had effective control of the Registrant. Under the terms and
conditions of the
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Agreement, as of the date of filing this Form 8-K, the voting rights to
2,161,921 shares of the Registrant's common stock owned by them were transferred
to the Voting Trust.
The Registrant entered into an agreement with Charles R. Mitchell, D.D.S.,
subject to board approval, whereby Dr. Mitchell became the Registrant's
President, Chief Operating Officer and a member of the Board of Directors on
September 1, 1997.
SIGNATURES
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.
DENTLCARE MANAGEMENT, INC.
By: /s/ J. Kenneth Hurst
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J. Kenneth Hurst
Chief Financial Officer and
Secretary
Date: September 17, 1997