UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2005
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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)
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 or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 DFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry Into a Material Definitive Agreement
On July 1, 2005, in accordance with the terms of the 2005 Equity
Incentive Plan (the "Plan") of Birner Dental Management Services, Inc. (the
"Company"), the independent directors of the Company's Board of Directors
granted 30,000 restricted shares of the Company's Common Stock (the "Shares") to
Frederick W.J. Birner, the Chairman of the Board and Chief Executive Officer of
the Company (the "Employee").
The Shares granted to the Employee vest as follows: one third (1/3) of
the Shares vest six (6) months from the grant date, one third (1/3) of the
Shares vest eighteen (18) months from the grant date, and the balance of the
shares vest thirty (30) months from the grant date, in each case assuming the
Employee's employment is not terminated prior to the time of such vesting.
Notwithstanding the foregoing, in the event the Employee's employment terminates
in connection with the Employee's death, disability, or retirement in accordance
with the Company's established retirement policy, or in the event of a change in
control of the Company, all unvested shares will vest immediately.
In connection with the grant of restricted Shares to the Employee, the
Company has also agreed to pay a bonus to the Employee in order to pay the tax
liability incurred by the Employee in connection with the grant. The payment to
be made by the Company to the Employee will total approximately $582,000.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 2005 Equity Incentive Plan (incorporated by reference to
Exhibit A to the Company's proxy statement on Schedule 14A,
filed April 27, 2005).
10.2 Form of Restricted Stock Agreement and Restricted Stock Award
Grant Notice under 2005 Equity Incentive Plan.
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.
Date: July 19, 2005 By: /s/ Dennis N. Genty
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Name: Dennis N. Genty
Title: Chief Financial Officer