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)
NOVEMBER 16, 1996
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 jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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 November 12, 1999, Safeguard Health Enterprises, Inc. ("Enterprises" or the
"Company"), announced that it believes its revenue, and therefore, its earnings,
for the quarter and nine months ended September 30, 1999, which were previously
announced on October 21, 1999, were overstated by a material amount. A copy of
that press release is attached hereto as Exhibit A. The Company also believes
that its results of operations for the periods ended March 31, 1999 and June 30,
1999 may be restated. The Company is in the process of determining the
adjustments required to properly state its results of operations for each of
these periods. The Company expects to report its restated results of operations
as soon as they are available. As a result, the Company will not be filing its
Quarterly Report on Form 10-Q with the Securities and Exchange Commission in a
timely manner.
SafeGuard also expects to restate its financial statements for the years ended
December 31, 1998 and 1997, and certain quarterly periods therein, to correct
the accounting treatment of transactions related to discontinued dental office
operations, and as such, the 1998 and 1997 annual financial statements and the
independent auditor's reports thereon should not be relied upon. The Company
expects to report its restated financial statements as soon as they are audited
by its independent auditors and available.
The Company is currently discussing the implication of this situation with its
lenders and with the investor group that agreed to make a $40 million investment
in the Company, as previously announced. It is also in discussions with the
regulators in the various states in which the Company conducts its business. As
a result of the expected restatements related to 1999, the Company anticipates
that it will not be in compliance with certain covenant requirements within its
loan agreements with its lenders.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Exhibit Description:
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Exhibit A Press Release Issued on November 12, 1999
[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: /s/ 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: NOVEMBER 16, 1999 By: /s/ RONALD I. BRENDZEL, J.D.
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RONALD I. BRENDZEL, J.D.
Senior Vice President and
Secretary
<PAGE>
EXHIBIT A
CONTACTS: Dennis L. Gates
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Chief Financial Officer
(949) 425-4531
FOR IMMEDIATE RELEASE
SAFEGUARD HEALTH ENTERPRISES, INC.
ANNOUNCES OVERSTATEMENT OF REVENUE AND EARNINGS
ALISO VIEJO, California-November 12, 1999-SafeGuard Health Enterprises, Inc.
(OTCBB:SFGD.OB) announced today that it believes its revenue, and therefore its
earnings, for the quarter and nine months ended September 30, 1999, which were
previously announced on October 21, 1999, were overstated by a material amount.
The Company also believes that its results of operations for the periods ended
March 31, 1999 and June 30, 1999 may be restated. The Company is in the process
of determining the adjustments required to properly state its results of
operations for each of these periods. The Company expects to report its
restated results of operations as soon as they are available.
SafeGuard also announced that it expects to restate its financial statements for
the years ended December 31, 1998 and 1997, and certain quarterly periods
therein, to correct the accounting treatment of transactions related to
discontinued dental office operations, and as such, the 1998 and 1997 annual
financial statements and the independent auditors' reports thereon should not be
relied upon. The Company expects to report its restated financial statements as
soon as they are audited by its independent auditors and available.
The Company is currently discussing the implications of this situation with its
lenders and with the investor group that agreed to make a $40 million investment
in the Company, as previously announced. It is also in discussions with the
regulators in the various states in which the Company conducts its business. As
a result of the expected restatements related to 1999, the Company anticipates
that it will not be in compliance with certain covenant requirements within its
loan agreements with its lenders.
SafeGuard provides managed care dental plans, indemnity dental plans, vision
benefit plans, administrative services, and preferred provider organization
services. The Company serves a total of approximately 1 million members in 20
states and the District of Columbia.
# # #
The Company notes that statements contained in this news release that are not
based on historical facts are forward-looking statements, and as such, are
subject to uncertainties and risks that could cause actual results to differ
materially from those projected or implied by such statements. These risks,
contingencies and uncertainties, many of which are beyond the control of the
Company, include those risk factors as are set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998, the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June
30, 1999, and the Company's Reports on Form 8-K as of June 4, 1999, June 30,
1999 and October 5, 1999, on file with the U.S. Securities and Exchange
Commission.
