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As filed with the Securities and Exchange Commission on May 14, 1999.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERDENT, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4710504
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
222 NORTH SEPULVEDA BOULEVARD
SUITE 740
EL SEGUNDO, CALIFORNIA 90245
(Address of Principal Executive Offices)
INTERDENT, INC. 1999 STOCK INCENTIVE PLAN
INTERDENT, INC. EMPLOYEE STOCK PURCHASE PLAN OF 1999
INTERDENT, INC. DENTAL PROFESSIONAL STOCK PURCHASE PLAN OF 1999
(Full Title of the Plan)
MICHAEL T. FIORE
CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER
INTERDENT, INC.
222 NORTH SEPULVEDA BOULEVARD, SUITE 740
EL SEGUNDO, CALIFORNIA 90245
(Name and Address of Agent For Service)
(310) 765-2400
(Telephone number, including area code, of agent for service)
Copy to:
RICHARD J. BABCOCK, ESQ.
MCDERMOTT, WILL & EMERY
1301 DOVE STREET, SUITE 500
NEWPORT BEACH, CALIFORNIA 92660
(949) 851-0633
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) PRICE PER SHARE (2) PRICE (2) REGISTRATION FEE (2)
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<S> <C> <C> <C> <C>
InterDent, Inc. 1999 Stock
Incentive Plan: InterDent common
stock, $.001 par value per share
("InterDent Common Stock") 2,500,000 $6.8125 $17,031,250 $4,735
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InterDent, Inc.
Employee Stock Purchase Plan of
1999:
InterDent Common Stock 1,000,000 $6.8125 $6,812,500 $1,894
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InterDent, Inc. Dental
Professional Stock Purchase Plan
of 1999:
InterDent Common Stock 500,000 $6.8125 $3,406,250 $947
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Total 4,000,000 $6.8125 $27,250,000 $7,576
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</TABLE>
(1) An indeterminate number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan becomes operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) under the Securities Act of 1933. The
calculation of registration fee is based on $6.8125, which was the average
of the high and low prices of InterDent common stock on May 10, 1999, as
reported on Nasdaq.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by InterDent, Inc., a Delaware
corporation formerly known as Wisdom Holdings, Inc. ("InterDent"), with the
Securities and Exchange Commission are incorporated herein by reference:
(a) InterDent's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or
the latest prospectus filed pursuant to rule 424(b) under the
Securities Act of 1933, as amended, that contains audited financial
statements for InterDent's, or InterDent's predecessors'-in-interest,
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since the end of
the fiscal year covered by the annual report or prospectus referred to
in (a) above.
(c) InterDent's Registration Statement, No. 000-25549, on Form
8-A filed on March 12, 1999, in which there is described the terms,
rights and provisions applicable to InterDent's outstanding common
stock.
All reports and other documents subsequently filed by InterDent
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Any statement contained in any document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
InterDent is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware contains detailed provisions on
indemnification of directors and officers of a Delaware corporation against
expenses, judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with litigation.
II-1
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By amendment to its Certificate of Incorporation, InterDent has
provided for indemnification of directors and officers. The provision provides
that any person shall, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, be indemnified and reimbursed by
InterDent for expenses and liabilities imposed upon the person in connection
with any action, suit or proceeding, civil or criminal, or threat thereof, in
which the person may be involved by reason of the person being or having been a
director, officer, employee or agent of InterDent, or of any corporation or
organization which the person served in any capacity at the request of
InterDent. InterDent's Certificate of Incorporation also provides that a
director of InterDent shall not be personally liable to InterDent or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
InterDent or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived any improper personal benefit.
InterDent's Certificate of Incorporation also calls for the liability of its
directors to be further limited to the full extent permitted by Delaware law as
it is or may be amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
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4 Instruments Defining Rights of Stockholders. Reference is made to
InterDent's Registration Statement, No. 000-25549, on Form 8-A,
which is incorporated herein by reference to Item 3(c) of Part II
as amended, of this registration statement.
5 Opinion and Consent of McDermott, Will & Emery.
23.1 Independent Auditors' Consent of KPMG LLP.
23.2 Independent Auditors' Consent of PricewaterhouseCoopers LLP.
23.3 Consent of McDermott, Will & Emery (included in Exhibit 5).
24 Power of Attorney (included on page II-5 of this registration
statement).
ITEM 9. UNDERTAKINGS.
InterDent will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of the securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
II-2
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(iii) Include any additional or changed material information
on the plan of distribution; provided however, that that clauses (1)(i)
and 1(ii) shall not apply if information required to be included in a
post-effective amendment by such subparagraphs is contained in periodic
reports filed by InterDent pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by
reference into this registration statement.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of InterDent
pursuant to the foregoing provisions, or otherwise, InterDent has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by InterDent of expenses incurred or paid by a director,
officer or controlling person of InterDent in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, InterDent will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of El Segundo, State of
California, on the 14th day of May 1999.
INTERDENT, INC.
By: /s/ Michael T. Fiore
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Michael T. Fiore
Co-Chairman and Chief Executive Officer
II-4
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael T. Fiore and Norman R. Huffaker,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his capacity as a director and/or
officer of InterDent, Inc.) to sign any or all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on this 14th day of May 1999.
Signature Title
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/s/ Michael T. Fiore Co-Chairman and Chief Executive Officer
- -------------------------- (Principal Executive Officer)
Michael T. Fiore
/s/ Dr. Steven R. Matzkin Co-Chairman and President
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Dr. Steven R. Matzkin
/s/ Norman R. Huffaker Chief Financial Officer and Treasurer
- -------------------------- (Principal Financial and Accounting Officer)
Norman R. Huffaker
/s/ Robert Finzi Director
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Robert Finzi
/s/ Eric Green Director
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Eric Green
/s/ Paul H. Keckley Director
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Paul H. Keckley
/s/ H. Wayne Posey Director
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H. Wayne Posey
/s/ Robert F. Raucci Director
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Robert F. Raucci
/s/ Curtis Lee Smith Director
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Curtis Lee Smith
II-5
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Exhibit 5
Wisdom Holdings, Inc.
222 North Sepulveda Blvd., Suite 740
El Segundo, California 90245-4340
May 14, 1999
Ladies and Gentlemen:
We have acted as counsel to InterDent, Inc., a Delaware corporation (the
"Company"), in connection with the filing with the Securities and Exchange
Commission on April 1, 1999 of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), covering 4,000,000 shares of common stock, $.001 par value per share
(the "Shares"), of the Company issuable in connection with each of the
InterDent, Inc. 1999 Star Incentive Plan, Interdent, Inc. Employee Stock
Purchase Plan of 1999 and the Interdent, Inc. Dental Professional Stock
Purchase Plan of 1999 (each, a "Plan").
We have reviewed the Company's charter documents, the corporate
proceedings taken by the Company in connection with this matter and have
examined those documents, records and other instruments we have deemed
necessary in rendering this opinion. Based on such review, we are of the
opinion that (i) the Shares have been duly authorized, and (ii) the Shares,
if, as and when issued in accordance with the Registration Statement (as
amended through the date of issuance) and in accordance with the respective
Plan and the documents thereunder will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section
7 of the Act, the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, or Item 509 of Regulation S-K.
Our opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other
matters relating to the Company or the Shares.
Very truly yours,
/s/ MCDERMOTT, WILL & EMERY
McDermott, Will & Emery
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
InterDent, Inc.
We consent to the incorporation by reference in this registration statement
on Form S-8 of InterDent, Inc. ("InterDent") of our report dated March 12,
1999, on the consolidated balance sheets of Gentle Dental Service Corporation
(a wholly-owned subsidiary of InterDent) and subsidiaries as of December 31,
1997 and 1998, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the two-year
period ended December 31, 1998.
/s/ KPMG LLP
Orange County, California
May 13, 1999
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 25, 1999 appearing on page F-1
of Dental Care Alliance, Inc.'s annual report on Form 10-K for the year ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
May 14, 1999
