SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
OCTOBER 5, 1999
SAFEGUARD HEALTH ENTERPRISES, INC.
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(Exact Name of registrant as specified in its charter)
DELAWARE 0-12050 52-1528581
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
95 ENTERPRISE, ALISO VIEJO, CALIFORNIA 92656-2601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 949.425.4110
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ITEM 5. OTHER EVENTS
On October 5, 1999, SafeGuard Health Enterprises, Inc. ("SafeGuard" or the
"Company") executed a second amendment to the definitive agreement (the
"Agreement") with an investor group led by CAI Partners and Company and Jack R.
Anderson ("Investors") to invest $40 million into SafeGuard. A copy of the
Agreement was filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed
with the U. S. Securities and Exchange Commission ("SEC") on or about June 30,
1999. The first amendment to the Agreement was filed as Exhibit 10.24 to the
Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999,
which was filed with the SEC on or about August 13, 1999. The second amendment
to the Agreement includes that the Company and the investors have agreed that no
shares of preferred stock will be issued and sold in the transaction
contemplated by the original definitive agreement. The second amendment also
provides that as a result of the Company's delisting from the NASDAQ stock
market, that the investors have agreed that such event is not to be deemed a
material adverse effect on the Company, nor shall it constitute a breach of any
representations, warranty, covenant or agreement of the Company contained in the
Agreement, and that such event does not constitute a failure to satisfy any
condition precedent to the obligations of the Company or the investors under the
Agreement, among other items.
Notice of the Company's NASDAQ delisting was filed with the SEC as a
Current Report on form 8-K dated on or about September 16, 1999. The second
amendment to the Agreement is filed with this Report as Exhibit 10.1.
The proceeds of this transaction will be used to repay existing debt of
SafeGuard. At the closing of this transaction, the existing agreements with
SafeGuard's current senior note holders and line of credit lender will be
terminated.
The transaction is subject to approval by the Company's stockholders,
approval by various regulatory agencies including agencies in states in which
the Company does business, and other customary conditions. The Company's
Stockholders Rights Plan has also been amended so that this transaction does not
trigger issuance of the Rights thereunder.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
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Exhibit No. Exhibit Description:
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10.1 Second Amendment to the Debenture and Note Purchase
Agreement By and Among SafeGuard Health Enterprises, Inc. and
CAI Partners and Company II, L.P., CAI Capital Partners and
Company II, L.P. and Jack R. Anderson dated as of October 5,
1999.
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[SIGNATURES ON NEXT PAGE]
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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.
SAFEGUARD HEALTH ENTERPRISES, INC.
By: STEVEN J. BAILEYS, D.D.S.
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STEVEN J. BAILEYS, D.D.S.,
Chairman of the Board and
Chief Executive Officer
Date: OCTOBER 6, 1999 By: RONALD I. BRENDZEL, J.D.
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RONALD I. BRENDZEL, J.D.
Senior Vice President and Secretary
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SECOND AMENDMENT TO
DEBENTURE AND NOTE PURCHASE AGREEMENT
This Second Amendment to Debenture and Note Purchase Agreement (the "Second
Amendment") is made as of October 5, 1999 by and between SafeGuard Health
Enterprises, Inc., a Delaware corporation (the "Company"), and CAI Partners and
Company II, L.P. a Canadian limited partnership, CAI Capital Partners and
Company II, L.P. a Canadian limited partnership, and Jack R. Anderson (each of
such parties being individually referred to herein as an "Investor" and
collectively as the "Investors").
WHEREAS, the Company and the Investors entered into that certain Debenture
and Note Purchase Agreement dated June 29, 1999 and that certain First Amendment
to Debenture and Note Purchase Agreement, dated July 27, 1999 (as amended, the
"Purchase Agreement"), and
WHEREAS, effective September 1, 1999, the Common Stock of the Company was
delisted from the NASDAQ Stock Market; and
WHEREAS, as a result thereof, the Company and the Investors mutually desire
to further amend the Purchase Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual terms and
provisions hereof, the Company and Investors hereby agree as follows:
1. Amendments to Purchase Agreement.
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a. Section 1.6 of the Purchase Agreement is hereby deleted. The
Company and the Investors have agreed no shares of Preferred Stock shall be
issued and sold in the transaction contemplated by the Purchase Agreement. All
references to Preferred Stock in the Purchase Agreement and the Exhibits thereto
shall be deemed deleted and of no effect.
b. The Investors acknowledge that the Common Stock of the Company has
been delisted from the NASDAQ Stock Market. The Investors hereby agree (1) that
such event shall not be deemed to have had (or be reasonably likely to have) a
Material Adverse Effect on the Company, (2) such event shall not constitute a
breach of any representation, warranty, covenant or agreement of the Company
contained in the Purchase Agreement, and (3) such event shall not constitute a
failure to satisfy any condition precedent to the obligations of the Company or
the Investors under the Purchase Agreement.
c. Section 6.5 of the Purchase Agreement is hereby deleted.
d. Section 7.2(b) of the Purchase Agreement is hereby deleted.
e. Section 7.3(k) of the Purchase Agreement is hereby deleted.
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f. Exhibit F to the Purchase Agreement is hereby deleted.
2. Ratification. As expressly amended by this Second Amendment, the
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Purchase Agreement is hereby ratified and confirmed in all respects.
3. Capitalized Terms. Capitalized terms not expressly defined herein
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shall have the same meanings assigned to such terms in the Purchase Agreement.
4. Counterparts. This Second Amendment may be executed in two or
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more counterparts each of which shall be deemed an original, but which together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Company and the Investors have executed this Second
Amendment as of the day and year first written above.
COMPANY: INVESTORS
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CAI PARTNERS AND COMPANY II, L.P.
SAFEGUARD HEALTH ENTERPRISES,
INC. By: CAI PARTNERS AND COMPANY II, L.P.
The General Partner
By: /S/ STEVEN J. BAILEYS, D.D.S.
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Name: Steven J. Baileys, D.D.S. By: /S/ LESLIE B. DANIELS
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Title: Chairman and Chief Executive Officer Leslie B. Daniels,
President of
CLEA II Co., a General Partner
By: /S/ RONALD I. BRENDZEL
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Name: Ronald I. Brendzel CAI CAPITAL PARTNERS
Title: Secretary COMPANY II, L.P.
By: CAI CAPITAL PARTNERS GP &
CO., L.P. the General Partner
By: /S/ LESLIE B. DANIELS
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Leslie B. Daniels, President of
CLEA II Co., a General Partner
By: /S/ JACK R. ANDERSON
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Jack R. Anderson
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