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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 27, 2000
INTERDENT, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
000-25549 95-4710504
(Commission File Number) (I.R.S. Employer
Identification No.)
222 North Sepulveda Boulevard,
Suite 740,
El Segundo, California 90245-4340
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(Address of Principal Executive Offices) (Zip Code)
(310) 765-2400
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(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS.
On June 15, 2000, we completed a $36.5 million private financing
with Levine Leichtman Capital Partners through the sale of senior
subordinated notes, common stock and warrants. Approximately $25 million of
the proceeds will be used to reduce senior debt and for working capital and
approximately $11 million of the proceeds will be used to fund a senior
management retention program. In connection with this retention program, we
will make interest-bearing loans to certain members of the senior management
team, which will be secured by shares of our common stock and certain other
assets owned by such individuals.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.1 Promissory Note executed by Gentle Dental Service
Corporation, a Washington corporation, Gental Dental
Management, Inc., a Delaware corporation and Dental
Care Alliance, Inc., a Delaware corporation , in
favor of Levine Leichtman Capital Partners II, L.P.,
a California limited partnership.
4.2 Warrant to purchase shares of common stock executed
by InterDent, Inc, a Delaware corporation, in favor
of Levine Leichtman Capital Partners II, L.P., a
California limited partnership.
99.1 Text of Press Release dated June 16, 2000.
99.2 Securities Purchase Agreement dated June 15, 2000, by
and among Gentle Dental Service Corporation, a
Washington corporation, Gentle Dental Management,
Inc., a Delaware corporation, Dental Care Alliance,
Inc., a Delaware corporation, InterDent, Inc., a
Delaware corporation, the Subsidiaries of InterDent,
and Levine Leichtman Capital Partners II, L.P., a
California limited partnership.
99.3 Investor Rights Agreement dated June 15, 2000, by and
among Sprout Capital VII, L.P., Sprout Growth II,
L.P., The Sprout CEO Fund, L.P., DLJ Capital Corp.,
DLJ First ESC L.L.C., SRM '93 Children's Trust, CB
Capital Investors, LLC, Michael T. Fiore, Steven R.
Matzkin, D.D.S. and Curtis Lee Smith, Jr., InterDent,
Inc., a Delaware corporation, and Levine Leichtman
Capital Partners II, L.P., a California limited
partnership.
99.4 First Amendment to Registration Rights Agreement,
dated June 15, 2000, by and among InterDent, Inc.,
the Requisite Holders and Levine Leichtman Capital
Partners II, L.P.
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SIGNATURE
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.
INTERDENT, INC.
Date: June 27, 2000 By: /s/ Michael T. Fiore
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Michael T. Fiore
Co-Chairman and Chief Executive
Office
