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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERDENT, INC.
(formerly known as Wisdom Holdings, Inc.)
(Exact name of registrant as specified in its charter)
DELAWARE 95-4710504
(State of incorporation or organization) (IRS Employer Identification No.)
222 NORTH SEPULVEDA BOULEVARD
SUITE 740 90245-4340
EL SEGUNDO, CALIFORNIA (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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NONE NONE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates
333-66475 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 per share
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK
The Company's Restated Certificate of Incorporation authorize the
issuance of 50,000,000 shares of Common Stock, par value $0.001 per share, of
which rights to receive approximately 20,920,684 shares were outstanding as
of March 11, 1999. The rights to receive outstanding shares are fully paid
and nonassessable.
Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of shares
of Common Stock are entitled to share ratably in dividends, if any, as may be
declared, from time to time, by the Board of Directors in its discretion,
from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, the holders of shares of Common
Stock are entitled to share pro rata in all assets remaining after payment in
full of all liabilities and liquidation preferences of preferred
stockholders. Holders of Common Stock have no preemptive or other
subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to such shares.
ITEM 2. EXHIBITS.
EXHIBIT DESCRIPTION
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* Restated Certificate of Incorporation.
** Bylaws.
*** Specimen certificate representing the Company's Common Stock.
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* Filed as Exhibit 3.1 to the Company's Registration Statement on Form
S-4, File No. 333-66475 and incorporated herein by reference.
** Filed as Exhibit 3.3 to the Company's Registration Statement on Form
S-4, File No. 333-66475 and incorporated herein by reference.
*** Filed as Exhibit 4.1 to the Company's Amendment No. 4 to the
Registration Statement on Form S-4, File No. 333-66475 and incorporated
herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to Exchange Act
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
INTERDENT, INC., A DELAWARE CORPORATION
(Registrant)
Dated: May 14, 1999 By: /s/ Michael T. Fiore
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Michael T. Fiore
Chief Executive Officer
