SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 13, 1999
MEDICAL DYNAMICS, INC.
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(Exact name of Registrant as specified in its charter)
Commission file number: 0-8632
Colorado 84-0631765
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
99 Inverness Drive East
Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 790-2990
not applicable
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former name or former address, if applicable
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Item 5. Other Events.
Medical Dynamics, Inc. (Nasdaq:MEDY) and its wholly-owned subsidiary
Computer Age Dentist, Inc. have filed litigation against Sally Marcotte, Oliver
Marcotte, and ADG, Inc. in the District Court for Arapahoe County, Colorado. The
litigation seeks, among other things, rescission of an April 1998 merger
agreement by which Computer Age Dentist acquired the assets of Command Dental
Systems, Inc. from the Command shareholders. The complaint also seeks rescission
of the employment agreement between Computer Age Dentist and Sally Marcotte,
damages, and other affirmative relief in favor of Medical Dynamics and Computer
Age Dentist and against Sally and Oliver Marcotte and ADG, Inc. The complaint
alleges that, in completing the transaction with Medical Dynamics in April 1998,
the principals and shareholders of Command Dental failed to disclose certain
material facts to Medical Dynamics, and misrepresented certain other facts to
Medical Dynamics and Computer Age Dentist. In the complaint, Medical Dynamics
and Computer Age Dentist also allege that Sally Marcotte breached her
obligations under her employment agreement with Computer Age Dentist.
Medical Dynamics and Computer Age Dentist have initiated discussions with
Dr. and Mrs. Marcotte, and with ADG, Inc., in an effort to settle this matter
outside of litigation. There can be no assurance, however, that they will be
able to do so. It should be noted that litigation is expensive and
unpredictable. While management of Medical Dynamics and Computer Age Dentist
believes that they have a meritorious case against these defendants, no
assurances may be given as to the outcome of this case. Medical Dynamics does
not believe that any resolution of this matter will have a material adverse
impact on its financial condition or operations.
Certain statements contained in this report are "forward-looking
statements" within the meaning of the federal securities laws. Forward-looking
statements are based on our management's beliefs, assumptions, and expectations
of our anticipated future economic performance, taking into account information
currently available to our management. These statements are not statements of
historical fact, but may use terms such as "will," "may," "expects to," and
other terms denoting future possibilities. The accuracy of these statements
cannot be guaranteed as they are subject to a variety of risks which are beyond
our ability to predict or control; these 'risk factors' and the other factors
described in this prospectus and information incorporated by reference may cause
actual results to differ materially from our projections or estimates contained
in this prospectus or in the documents incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MEDICAL DYNAMICS, INC.
April 15, 1999 By: /s/ Van A. Horsley
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Van A. Horsley, President
