1 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) April 27, 1998 -------------------------------- BIRNER DENTAL MANAGEMENT SERVICES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) COLORADO 0-23367 84-1307044 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 3801 EAST FLORIDA AVENUE, SUITE 508 DENVER, COLORADO 80210 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (303) 691-0680 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name or address, if changed since last report) THIS DOCUMENT CONSISTS OF 3 PAGES. 2 ITEM 5. OTHER EVENTS. On April 27, 1998, Birner Dental Management Services, Inc. and its affiliated professional corporations (together, the "Company") acquired substantially all of the assets of Dentalco Provider Network, Inc., with three dental practice locations in Boulder, Colorado, Lakewood, Colorado and Littleton, Colorado. Such assets consisted of substantially all tangible and intangible assets utilized in each of the three practice locations. The total consideration consisted of $1.8 million cash paid by the Company, all of which was derived from proceeds of the Company's February 1998 initial public offering. This acquisition of assets was accounted for as a "purchase" for financial reporting purposes. 3 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, thereunto duly authorized. Date: May 12, 1998. BIRNER DENTAL MANAGEMENT SERVICES, INC. a Colorado corporation By: /s/ Dennis N. Genty ------------------------------------- Name: Dennis N. Genty Title: Chief Financial Officer, Secretary, Treasurer and Director