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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MONARCH DENTAL CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
609044 10 2
(CUSIP Number)
Warren F. Melamed, D.D.S.
4201 Spring Valley Road, Suite 320
Dallas, Texas 75244
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy to:
Jeffrey A. Chapman
Mirjam S. Kirk
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 220-7797
December 11, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of '' 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
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CUSIP NO. 609044 10 2
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Warren F. Melamed
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
00;PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER (1)
7
NUMBER OF
2,296,932
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER (1)
9
REPORTING
2,296,932
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
11
2,296,932
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (1)
12
(See Instructions) [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)(2)
13
17.5%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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(1) Does not include 289,830 shares held by irrevocable trusts for the benefit
of members of the reporting person's family of which the reporting person
is not a trustee. Includes 256,000 shares subject to options exercisable
within 60 days.
(2) Based on 12,904,922 shares of Common Stock outstanding as of November 13,
2000, as reported in the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000.
Page 2 of 7
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CUSIP NO. 609044 10 2
This Amendment No. 1 to Schedule 13D is hereby filed by Warren F.
Melamed, D.D.S. (the "Reporting Person").
This Amendment No. 1 amends and restates Items 2, 3, 4, 5, 6 and 7
contained in the Schedule 13D dated May 2, 2000 filed by the Reporting Person
(the "Prior Filing"). Item 1 of the Prior Filing remains unchanged.
Item 2. Identity and Background.
This Schedule 13D is hereby filed by Warren F. Melamed, D.D.S.
The business address of the Reporting Person is 4201 Spring Valley Road,
Suite 320, Dallas, Texas, 75244.
The Reporting Person's present principal occupation is functioning as a
private investor. The principal business of the Issuer is the management of
dental group practices in selected markets in 14 states. The address of the
Issuer is 4201 Spring Valley Road, Suite 320, Dallas, Texas 75244.
During the last five years, the Reporting Person has not been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person founded a predecessor of the Issuer in 1983. The
Reporting Person incorporated the Issuer in 1994 and owned all of the capital
stock of the Issuer until February 5, 1996. On that date, in connection with a
reorganization of the Issuer, the Reporting Person acquired 2,015,932 shares of
Stock in exchange for the redemption of a portion of his shares of Stock and for
contributing to the Issuer his equity interests in affiliated entities. The
Reporting Person reported ownership of these shares on a Schedule 13G filed with
the Securities and Exchange Commission on February 17, 1998.
In the first quarter of 1999, the Reporting Person acquired 25,000
shares of Stock with approximately $80,000 of his personal funds.
In connection with his service as an officer and director of the Issuer,
the Issuer granted to the Reporting Person options to acquire 150,000 shares of
Stock on July 1, 1997. In consideration of his service as a director of the
Issuer, the Issuer also granted to the Reporting Person options to acquire 3,000
shares of Stock on each of January 1, 1999 and January 1, 2000, and options to
acquire 100,000 shares of Stock in February 2000.
Effective as of October 18, 2000, the Reporting Person resigned as
Chairman of the Board of Directors of the Issuer. In connection therewith, all
vested options under a Non-qualified Stock Option Agreement (entitling the
Reporting Person to purchase 150,000 shares of Stock at an exercise price of
$13.00) became fully vested. The Reporting Person holds options to acquire an
aggregate of 256,000 shares of Stock that are exercisable within 60 days of the
date hereof.
Item 4. Purpose of the Transaction.
The Reporting Person currently holds his Stock solely for the purpose of
investment. All prior discussions among the Reporting Person, the Company or
other persons regarding a possible transaction that could result in a change of
control of the Issuer have been terminated.
Page 3 of 7
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CUSIP NO. 609044 10 2
The Reporting Person has no present plans or proposals that relate to or
that would result in any of the following actions:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) At the close of business on December 8, 2000, the Reporting
Person may be deemed to be the beneficial owner of 2,296,932 shares of the
Stock, which constitutes approximately 17.5% of the 12,904,922 shares of the
Stock outstanding on November 13, 2000, according to information contained in
the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2000. The Reporting Person, either directly or indirectly, has
the power to vote or to direct the vote of, or to dispose or to direct the
disposition of, such shares of Stock. The 2,296,932 shares of Stock reported as
beneficially owned by the Issuer includes 256,000 shares of Stock subject to
options exercisable within 60 days. This number does not include 289,830 shares
held by irrevocable trusts for the benefit of members of the Reporting Person's
family of which the Reporting Person is not a trustee.
(c) No transactions in the Stock were effected by the Reporting Person
during the past 60 days other than the vesting of unvested Stock options under a
Nonqualified Stock Option Agreement (entitling the Reporting Person to purchase
150,000 shares of Stock at an exercise price of $13.00), in connection with the
Reporting Person's resignation as the Chairman of the Board of Directors of the
Issuer on October 18, 2000.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Stock.
(e) Not applicable.
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CUSIP NO. 609044 10 2
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person entered into an agreement with the Issuer as of March
26, 1999 which supplanted the terms of his then-existing employment
arrangements. Under this agreement, the Issuer's Board of Directors pledged to
support the Reporting Person's continued status as a director and position as
Chairman of the Board of Directors. In exchange, the Reporting Person agreed
not to solicit proxies in connection with any vote of the Issuer's stockholders
other than in his capacity as a director of the Issuer and agreed to vote his
shares of Stock on each matter submitted to a vote to the Issuer's stockholders
either in proportion to the votes cast by the Issuer's other stockholders or in
accordance with the recommendation of the Issuer's Board of Directors as
determined by the Issuer, in each case prior to July 31, 2001. These provisions
of the agreement terminate upon the closing of any sale of the Issuer.
As indicated in the agreement described in the immediately preceding
paragraph, the Reporting Person has agreed with the Issuer not to engage in
certain activities that are competitive with the Issuer. The Reporting Person's
noncompetition agreement with the Issuer terminates on February 5, 2001.
On October 18, 2000, the Reporting Person agreed to resign as Chairman of
the Board of Directors of the Issuer but to remain a director of the Issuer. In
connection therewith, certain unvested options became vested as described in
Item 3 above. The remaining terms of the above referenced agreement with the
Issuer dated as of March 26, 1999 otherwise remain in full force and effect.
The Issuer has granted to the Reporting Person options to acquire shares of
Stock as described in Item 3 above.
To the best knowledge of the Reporting Person, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Person and any other person with respect to any securities
of the Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit No.
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10.1 Agreement dated as of March 26, 1999 by and among the Issuer, the
Reporting Person and Modern Dental Professionals, P.C.(1)
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(1) Filed as an exhibit to the Issuer's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 1999 and incorporated
herein by reference thereto.
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CUSIP NO. 609044 10 2
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 18, 2000
/s/ WARREN F. MELAMED, D.D.S.
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WARREN F. MELAMED, D.D.S.
Page 6 of 7
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CUSIP NO. 609044 10 2
INDEX TO EXHIBITS
Exhibit No.
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10.1 Agreement dated as of March 26, 1999 by and among the Issuer, the
Reporting Person and Modern Dental Professionals, P.C.(1)
____________________
(1) Filed as an exhibit to the Issuer's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 1999 and incorporated
herein by reference thereto.
Page 7 of 7
