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 reported event:
July 16, 2003
Birner Dental Management Services, Inc.
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(Exact name of registrant as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation or organization)
0-23367 84-1307044
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(Commission File Number) (IRS Employer Identification No.)
3801 East Florida Avenue, Suite 508, Denver, CO 80210
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(Address of principal executive offices) (Zip code)
(303) 691-0680
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed
since last report.)
Item 5. Other Events.
On July 16, 2003, the Board of Directors of Birner Dental Management Services,
Inc. (the "Company") approved the purchase of 83,975 shares of the Company's
Common Stock from a private shareholder (the "Seller") of the Company, at an
aggregate cost of $1,154,656. Prior to this purchase, there were 1,356,886
shares of the Company's Common Stock outstanding. Funds for this purchase came
primarily from cash on hand and the remainder from the Company's line of credit.
As a condition of this purchase, the Company and the Seller have entered into a
stock repurchase agreement whereby the Seller and his affiliated companies,
among other items, agree that for a period of two years from the above date will
not: 1) acquire, directly or indirectly, any voting securities of the Company;
2) solicit proxies with respect to the Company's voting securities under any
circumstances; and 3) take any action or assist in any manner, directly or
indirectly, to influence or affect control of the Company.
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, thereunto duly authorized.
BIRNER DENTAL MANAGEMENT SERVICES, INC.
a Colorado corporation
Date: July 18, 2003 By: /s/ Dennis N. Genty
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Name: Dennis N. Genty
Title: Chief Financial Officer, Secretary,
Treasurer and Director
(Principal Financial and Accounting Officer)