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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 1, 1997
MONARCH DENTAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 51-0363560
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
4201 Spring Valley Road, Suite 320, Dallas, Texas 75244
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (972) 702-7446
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On August 1, 1997, Monarch Dental Corporation (the "Company") closed
the acquisition of Dental Centers of Indiana, Inc. ("DCI"), an Indiana-based
dental practice which operates 11 dental offices with 14 dentists, and had $3.6
million in revenue for the year ended December 31, 1996. The acquisition was
effective as of August 1, 1997.
In the acquisition, the Company paid approximately $1.8 million in
cash and issued 139,944 shares of the Company's common stock, par value $.01 per
share. The Company used a portion of the net proceeds from its recent securities
offering to pay the $1.8 million cash portion of the purchase price. Additional
purchase consideration consists of (i) options to purchase up to 40,000 shares
of Common Stock which will be granted over five years following the effective
date of the acquisition if specified financial performance goals are achieved
and (ii) an additional, formula-based amount of cash and Common Stock which will
be paid if targeted annual operating results are achieved in the current fiscal
year.
In connection with the acquisition, the former stockholders have
signed employment agreements for five years and have agreed not to compete
against the Company for three years after employment termination.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable to file the financial statements required
by Item 7(a) with the initial filing of this Report on Form
8-K. Such financial statements will be filed by amendment to
this Report as soon as practicable and within 60 days after
the required filing date for this Report.
(b) Pro Forma Financial Information.
It is impracticable to file the pro forma financial
information required by Item 7(b) with the initial filing of
this Report on Form 8-K. Such pro forma financial information
will be filed by amendment to this Report as soon as
practicable and within 60 days after the required filing date
for this Report.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated June 19, 1997,
among Monarch Dental Corporation, Dental Centers of
Indiana (Monarch), Inc., Dental Centers of Indiana,
Inc. and James W. Willis, Mark R. Johnson, and
Thurman H. Brown, II (incorporated herein by reference
to Exhibit 2.6 of Amendment No. 3 to the registrant's
Registration Statement on Form S-1 (File No. 333-24409),
as filed with the Commission on July 17, 1997).
2.2 First Amendment to Agreement and Plan of Merger,
dated July 25, 1997, among Monarch Dental Corporation,
Dental Centers of Indiana (Monarch), Inc., Dental
Centers of Indiana, Inc. and James W. Willis, Mark
R. Johnson, and Thurman H. Brown, II.
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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.
Monarch Dental Corporation
(Registrant)
Date: August 15, 1997 By: /s/ Steven G. Peterson
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Name: Steven G. Peterson
Title: Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
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<S> <C> <C>
2.1 Agreement and Plan of Merger
dated June 19, 1997, among
Monarch Dental Corporation, Dental
Centers of Indiana (Monarch), Inc.,
Dental Centers of Indiana, Inc. and
James W. Willis, Mark R. Johnson,
Thurman H. Brown, II (incorporated
herein by reference to Exhibit 2.6
of Amendment No. 3 to the
registrant's Registration Statement
on Form S-1 (File No. 333-24409), as
filed with the Commission on
July 17, 1997).
2.2 First Amendment to Agreement and Plan 5
of Merger dated July 25, 1997, among
Monarch Dental Corporation, Dental
Centers of Indiana (Monarch) Inc.,
Dental Centers of Indiana, Inc. and
James W. Willis, Mark R. Johnson,
and Thurman H. Brown, II.
</TABLE>
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EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (the "Amendment")
is entered into on the 25th day of July, 1997, by and among Monarch Dental
Corporation, a Delaware corporation ("Monarch"), Dental Centers of Indiana
(Monarch), Inc., an Indiana corporation and a wholly-owned subsidiary of
Monarch (the "Purchaser"), or its assigns, Dental Centers of Indiana, Inc., an
Indiana corporation ("Company"), and James W. Willis ("Willis"), Mark R. Johnson
("Johnson") and Thurman H. Brown, II ("Brown"), all individuals residing in
Indiana and collectively referred to as the "Seller" or "Sellers."
Recitals
WHEREAS, the parties hereto entered into that certain Agreement and Plan
of Merger dated June 19, 1997 (the "Merger Agreement"); and
WHEREAS, the parties hereto desire to amend the Merger Agreement
expressly as set forth herein;
NOW, THEREFORE, for and in consideration of the above premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties hereto do hereby agree as follows:
1. Section 1.2.1(b) of Article 1 of the Merger Agreement is hereby
amended so that, as so amended, Section 1.2.1(b) shall read as follows:
(b) The aggregate consideration provided for in this
subsection (b) (the "Merger Consideration") shall be payable by delivery of:
(i) $1,619,228 in cash, less the amount of Seller's
expenses paid by Purchaser under Section
9.1(a), without any interest thereon (the "Cash
Merger Consideration"), which shall be payable
by wire transfer (pursuant to the wire transfer
instructions set forth on Exhibit A) or other
immediately available funds; and
(ii) the number of shares of common stock, par value
$.01 per share, of Monarch (the "Monarch Common
Stock") determined by dividing $1,819,272 by
the per share price set forth in the "Price to
Public" column on the front cover page of the
final prospectus filed with the Securities and
Exchange Commission in connection with its
initial public offering of Monarch Common Stock
(the "IPO Price"),
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
PURCHASER:
DENTAL CENTERS OF INDIANA (MONARCH),
INC.
By: /s/ GARY W. CAGE
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Gary W. Cage, Vice President
MONARCH:
MONARCH DENTAL CORPORATION
By: /s/ GARY W. CAGE
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Gary W. Cage, Chief Executive Officer
COMPANY:
DENTAL CENTERS OF INDIANA, INC.
By: /s/ JAMES W. WILLIS
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James W. Willis, D.D.S., President
SELLER:
/s/ JAMES W. WILLIS
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James W. Willis, D.D.S.
/s/ MARK R. JOHNSON
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Mark R. Johnson, D.D.S.
/s/ THURMAN H. BROWN, II
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Thurman H. Brown, II
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