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): February 24, 1998
APPLE ORTHODONTIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-12977 74-2795193
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
2777 ALLEN PARKWAY
SUITE 700
HOUSTON, TEXAS 77019
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 852-2500
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ITEM 5. OTHER EVENTS.
Effective February 24, 1998, Apple Orthodontix, Inc., a Delaware
corporation (the "Company"), entered into (i) the First Amendment to Employment
Agreement dated as of December 9, 1996 between the Company and Robert J.
Syverson (the "Syverson Amendment") and (ii) the Second Amendment to Employment
Agreement dated as of March 20, 1997 between the Company and H. Steven Walton
(the "Walton Amendment"). The Syverson Amendment and the Walton Amendment have
been filed as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated
by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 First Amendment, effective as of February 24, 1998, to the
Employment Agreement dated as of December 9, 1996 between Apple
Orthodontix, Inc. and Robert J.
Syverson.
99.2 Second Amendment, effective as of February 24, 1997, to the
Employment Agreement dated as of March 20, 1997 between Apple
Orthodontix, Inc. and H.
Steven Walton.
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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.
APPLE ORTHODONTIX, INC.
By: /s/ MICHAEL W. HARLAN
Michael W. Harlan
Chief Financial Officer
Date: March 3, 1998
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EXHIBIT 99.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment (the "Amendment"), to that certain Employment
Agreement (the "Agreement") entered into on December 9, 1996 by and between
Apple Orthodontix, Inc., a Delaware corporation (the "Company"), and Robert J.
Syverson (the "Employee").
RECITALS
Company and Employee have previously entered into the Agreement which
reflects the agreement of parties concerning the employment of Employee by
Company.
Section 9(E) of the Agreement provides that the Agreement may be amended
by written agreement executed and delivered by the parties.
Each of Syverson and Company desire to amend the Agreement by this
Amendment.
NOW, THEREFORE, in consideration of the foregoing and mutual provisions
contained herein, and for other and good valuable consideration, the parties
hereto agree that the Agreement shall be amended effective as of February 24,
1998.
1. The following shall be added to the definition of "Cause" in
Section 1 of the Agreement: Notwithstanding the foregoing, no
termination by the Company of Employee's Employment after
February 24, 1998 shall be deemed to be for Cause.
2. The definition of "Change of Control Payment" in Section 1 of
the Agreement shall be deleted and the following shall be
substituted therefor: "Change of Control Payment" means at any
time the greater of $875,000 or the amount equal to three (3)
times the Employee's highest Base Salary during the term of this
Agreement.
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3. The following shall be added to the end of the definition of
"Good Reason" in Section 1 of the Agreement: ; provided,
however, that any termination by Employee of his Employment
after March 6, 1998 shall be conclusively deemed to be for Good
Reason.
4. The phrase "and (d) the Change of Control Payment" at the end of
Section 5(B)(iii) shall be deleted and the following shall be
substituted therefor:
, (d) the Change of Control Payment (which shall be provided in
lieu of the benefits and payments described in Sections 5(E)(i),
(ii), (iii), (iv) and (v)); and, in addition to the foregoing
payments, the Employee shall remain entitled to the benefit of
Section 4(C) without limit on duration of such entitlement.
5. The following shall be added to Section 5(E)(i):
Notwithstanding any other provision of this Section 5(E)(i), if
Employee's Employment is terminated by Employee for Good Reason
or by the Company without Cause at any time after February 24,
1998, in lieu of any of the foregoing payments, the Company
shall pay to Employee an amount equal to $682,500 paid ratably
over the twelve-month period immediately following the date of
Employee's termination of Employment.
6. The last paragraph of Section 5(E)(iii) shall be deleted.
7. The last sentence of Section 5(E)(iv) shall be deleted and the
following shall be substituted therefor:
In lieu of the Employee being provided all or any portion of the
items described in this Section 5(E)(iv), Employee will be paid
a cash payment in the amount of $192,500 paid ratably over the
twelve months immediately following Employee's termination of
Employment if Employee's Employ ment is terminated by Employee
for Good Reason or by the Company without cause at any time
after February 24, 1998.
8. Reference to "Section 4(C)" in Section 5(E)(v) of the Agreement
shall be deleted and reference to "Section 4(C) without limit on
duration of such entitlement" shall be substituted therefor.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment to the Agreement as of the day and year indicated above.
APPLE ORTHODONTIX, INC.
/s/ W. DANIEL COOK
W. Daniel Cook
Chief Administrative Officer
EMPLOYEE
/s/ ROBERT J. SYVERSON
By: Robert J. Syverson
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EXHIBIT 99.2
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment (the "Amendment"), to that certain Employment
Agreement (the "Agreement") entered into on March 20, 1997 by and between Apple
Orthodontix, Inc., a Delaware corporation (the "Company"), and H. Steven Walton
(the "Employee").
RECITALS
Company and Employee have previously entered into the Agreement which
reflects the agreement of parties concerning the employment of Employee by
Company.
Section 9(E) of the Agreement provides that the Agreement may be amended
by written agreement executed and delivered by the parties.
Each of Walton and Company desire to amend the Agreement by this
Amendment.
NOW, THEREFORE, in consideration of the foregoing and mutual provisions
contained herein, and for other and good valuable consideration, the parties
hereto agree that the Agreement shall be amended effective as of February 24,
1998.
1. Provisions of the Agreement to the contrary notwithstanding, Employee
shall no longer be employed in the capacity of the Company's Corporate General
Counsel and shall not provide or be requested to provide legal services to the
Company.
2. The definition of "Base Salary" in Section 1 of the Agreement shall
be deleted and the following shall be substituted therefor:
"Base Salary" means the sum of $130,000 plus the product of 1.33
times the aggregate amount of all commissions earned by Employee
between May 29, 1997 and February 24, 1998 or, if greater at a
given date, the sum of annual base salary in effect as of such
date and amortized commissions for the twelve-month period
immediately preceding such date.
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3. The following shall be added to the definition of "Cause" in Section
1 of the Agreement:
Notwithstanding the foregoing, no termination by the Company of
employee's Employment after February 24, 1998 shall be deemed to
be for Cause.
4. The definition of "Change of Control Payment" in Section 1 of the
Agreement shall be deleted and the following shall be substituted therefor:
"Change of Control Payment" means at any time the greater of the
amount equal to three (3) times the Employee's highest Base
Salary during the term of this Agreement or the total dollar
value without any present value adjustment of cash and in kind
benefits which would have been paid and provided by the Company
to Employee if Employee had terminated his Employment for Good
Reason immediately prior to the Change of Control resulting in
the Change of Control Payment.
5. The following definition of "Good Reason" shall be added to in
Section 1 of the Agreement:
"Good Reason" shall mean the circumstances described in Section
2.A; provided, however, that any termination by employee of his
Employment after March 6, 1998 shall be conclusively deemed to be
for Good Reason.
6. References to "Base Salary" in Section 4(A) of the Agreement shall be
deleted and references to "salary" shall be substituted therefor.
7. The phrase "and (d) the Change of Control Payment" at the end of
Section 5(B)(ii) shall be deleted and the following shall be substituted
therefor:
, (d) the Change of Control Payment (which shall be provided in
lieu of the benefits and payments described in Sections 5(E)(i),
(ii), (iii), (iv) and (v)); and, in addition to the foregoing
payments, the Employee shall remain entitled to the benefits of
Section 4(C)(vi) without limit on duration of such entitlement.
8. By amending Section 5(B)(i)(a) to read as follows:
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for Good Reason at any time within one-hundred and eighty (180)
days after facts or circumstances constituting that Good Reason
first exist or is known to the Employee, but only after the
Employee has given the Company written notice of such Good
Reason,
9. The following shall be added to Section 5(E)(i):
Notwithstanding any other provision of this Section 5(E)(i), if
Employee's Employment is terminated by Employee for Good Reason
or by the Company without Cause from and after February 24, 1998
in lieu of any of the foregoing payments, the Company shall pay
to Employee an amount equal to three times Employee's Base Salary
paid ratably over the twelve-month period immediately following
the date of Employee's termination of Employment.
10. The last paragraph of Section 5(E)(iii) shall be deleted.
11. Reference to "Section 4(D)" in Section 5(E)(v) shall be deleted and
reference to "Section 4(C)(vi) without limit on duration of such entitlement"
shall be substituted therefor.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment to the Agreement as of the day and year indicated above.
APPLE ORTHODONTIX, INC.
/s/ W. DANIEL COOK
W. Daniel Cook
Chief Administrative Officer
EMPLOYEE
/s/ H. STEVEN WALTON
By: H. Steven Walton
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