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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) July 22, 1996
Bio-Dental Technologies Corporation
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
1-10771 84-1104386
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Commission File Number (IRS Employer Identification No.)
11291 Sunrise Park Drive, Rancho Cordova, California 95742
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(Address of principal executive offices)
Registrant's telephone number, including area code (916) 638-8147
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None
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(Former name or former address, if changed since last report)
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ITEM 2. Disposition of Assets
Assignment and Release of Rights under Exclusive License Agreement
On July 22, 1996, Bio Dental Technologies Corporation (the "Registrant")
disposed of its rights to receive royalty payments from Denticator
International, Inc. ("DII"), a former subsidiary of the Registrant, in exchange
for a $7.5 million cash payment. Prior to this transaction, the Registrant had
been receiving royalty payments from DII pursuant to an Exclusive License
Agreement, dated March 31, 1991 (the "License Agreement"), as amended by an
Extension and Modification of Exclusive License Agreement, dated April 1, 1994
(the "Modification"). The License Agreement and Modification are incorporated
herein by this reference.
On July 22, 1996, Young Innovations, Inc. ("Young") purchased substantially all
of the assets and assumed certain liabilities of DII. As part of the Young
acquisition, the Registrant transferred and conveyed to DII all of its future
royalty rights and interests under the License Agreement and Modification for a
lump sum payment of $7.5 million. Additionally, approximately $960,000 owed to
the Registrant by DII at the time of the closing for accrued royalties, notes
payable and accrued interest was converted to a "product credit" upon which the
Registrant and its affiliates can draw free product from Young and its
affiliates at a specified rate until depleted. The Registrant expects to utilize
the product credit during the next two years.
Approximately $1.3 million of the proceeds received by the Registrant was used
to prepay all of the outstanding principal and accrued and unpaid interest on
the term notes related to the Note and Warrant Purchase Agreement, dated March
29, 1996 (the "Note Agreement") among the Registrant, the State of Oregon
ZCG/PERS and the City of Stamford Fireman's Pension Fund. Approximately $2
million of the proceeds received by the Registrant was used to prepay all of the
outstanding principal and accrued and unpaid interest on the Line of Credit
Agreement, dated December 16, 1992, as amended, (the "Credit Agreement") and the
Commercial Loan Note, dated March 31, 1995, as amended, (the "Loan Note") , owed
by the Registrant to The Bank of California. The Note Agreement, the Credit
Agreement and the Loan Note are incorporated herein by this reference.
ITEM 7. Financial Statements and Exhibits
Except as otherwise indicated below, all exhibits listed below in the Exhibit
Index have previously been filed and are incorporated by this reference into
this Item 7 of Form 8-K. The exhibit marked with an asterisk (*) is attached to
this Form 8-K as an exhibit.
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EXHIBIT INDEX
10.5 Exclusive Licensing Agreement, dated March 31, 1991, by and
between the Registrant and Denticator International, Inc.,
incorporated by reference into this Item 7 by reference to
Item 7 of the Registrant's Form 8-K dated March 31, 1991.
10.16 Credit Agreement, dated December 16, 1992, by and between the
Registrant and The Bank of California, relating to a
$1,000,000 line of credit established for the Registrant at
The Bank of California, incorporated by reference into this
Item 7 by reference to Item 13 of the Registrant's Form 10-KSB
for the year ended March 31, 1993, filed by the Registrant on
June 28, 1993.
10.21 Extension and Modification of Exclusive License Agreement,
dated April 1, 1994, by and between the Registrant and
Denticator International, Inc., a California corporation,
incorporated by reference into this Item 7 by reference to
Item 13 of the Registrant's Form 10-KSB for the year ended
March 31, 1994, filed by the Registrant on July 12, 1994.
10.26 Commercial Loan Note, dated March 31, 1995, by and between the
Registrant and The Bank of California relating to a $1,000,000
note payable from the Registrant to The Bank of California,
incorporated by reference into this Item 7 by reference to
Item 13 of the Registrant's Form 10-KSB for the year ended
March 31, 1995, filed by the Registrant on July 13, 1995.
10.37 Note and Warrant Purchase Agreement among the Registrant, the
State of Oregon ZCG/PERS ("Oregon") and the City of Stamford
Fireman's Pension Fund ("Stamford") dated March 29, 1996, and
all related material thereto, relating to $1,250,000 Notes
Payable from the Registrant to Oregon and Stamford and the
issuance of common stock purchase warrants to Oregon and
Stamford, incorporated by reference into this Item 7 by
reference to Item 7 of the Registrant's Form 8-K dated March
29, 1996.
10.38* Asset Purchase Agreement, with Exhibits and Schedules thereto,
dated July 22, 1996, by and among the Registrant, Denticator
International, Inc., Jose L. Mendoza and Young Innovations,
Inc., for the purchase of certain assets and liabilities of
Denticator International, Inc. by Young Innovations, Inc. and
the Assignment and Release Agreement whereby the Registrant
transferred and conveyed to DII all of its rights and
interests under the Exclusive License Agreement, dated March
31, 1991, as amended by the Extension and Modification of
Exclusive License Agreement, dated April 1, 1994, by and
between the Registrant and Denticator International, Inc.
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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.
Bio-Dental Technologies Corporation
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(Registrant)
Date August 6, 1996
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(Signature)
Terry E. Bane, Chief Financial Officer
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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.
Bio-Dental Technologies Corporation
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(Registrant)
Date August 6, 1996 /s/ Terry E. Bane
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(Signature)
Terry E. Bane, Chief Financial Officer
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