SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------
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)
SEPTEMBER 16, 1999
SAFEGUARD HEALTH ENTERPRISES, INC.
--------------------------------------------------
(Exact Name of registrant as specified in its charter)
DELAWARE 0-12050 52-1528581
-------------- ---------- -----------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
95 ENTERPRISE, ALISO VIEJO, CALIFORNIA 92656-2601
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 949.425.4110
------------
<PAGE>
ITEM 5. OTHER EVENTS
As previously disclosed in its Quarterly Report on Form 10-Q for the period
ended March 31, 1999, SafeGuard announced that it had received a letter from
NASDAQ indicating that it no longer meets the net tangible asset requirement for
continued NASDAQ national market system listing. Thereafter, SafeGuard
requested a hearing to review this matter and was advised that its request for a
hearing will prevent any delisting of SafeGuard's stock until such issue has
been determined or resolved with NASDAQ. During such interim period,
SafeGuard's stock continued to be traded on the NASDAQ national market system.
As previously disclosed in its Quarterly Report on Form 10-Q for the period
ended June 30, 1999, SafeGuard announced that it provided NASDAQ with a proposal
for achieving compliance with the net tangible asset requirement and that a
hearing was held on July 16, 1999, in Washington, D.C., at which time additional
information was provided to NASDAQ. In addition, the Company announced that at
such time, it had not yet received the ruling from the NASDAQ Hearing Panel and
that no assurance could be made after any applicable appeal periods, that
SafeGuard would be able to maintain its NASDAQ national market listing.
On September 3, 1999, SafeGuard announced in a Press Release, attached
hereto at EXHIBIT "1", that it received on September 2, 1999, a notice from
NASDAQ that it has determined to delist SafeGuard's shares from the NASDAQ
national market effective with the close of business on September 1, 1999, as a
result of SafeGuard not remaining in compliance with the net tangible asset
maintenance requirement. NASDAQ advised SafeGuard that its shares are eligible
for listing on the Over-the-Counter Bulletin Board and SafeGuard expects that
its stocks would be quoted and traded in such market. On September 4, 1999, the
Company's common stock began trading on the Over-the-Counter Bulletin Board.
As previously disclosed in SafeGuard's 1998 Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q for the periods ended March 31, 1999 and June 30,
1999, SafeGuard has entered into an agreement with an investor group to invest
$40 million in the Company. The investor group has indicated to the Company
their commitment to continue with such investment in SafeGuard.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
<PAGE>
(c) Exhibits.
Exhibit No. Exhibit Description:
----------- --------------------
99.1 Press Release
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.
-------------------------------------------------
STEVEN J. BAILEYS, D.D.S.,
Chairman of the Board and Chief Executive Officer
Date: SEPTEMBER 16, 1999 By: /S/ RONALD I. BRENDZEL, J.D.
------------------ -------------------------------------------------
RONALD I. BRENDZEL, J.D.
Senior Vice President and Secretary
<PAGE>
CONTACTS: Robert J. Pommersheim
- --------- Interim Chief Financial Officer
(949) 425-4140
FOR IMMEDIATE RELEASE
SAFEGUARD HEALTH ENTERPRISES, INC.
NASDAQ NATIONAL MARKET DELISTING
ALISO VIEJO, California-September 3, 1999-SafeGuard Health Enterprises, Inc.
(Nasdaq:SFGD) announced today that it received on September 2, 1999, a notice
from Nasdaq that it has determined to delist the Company's shares from the
Nasdaq National Market effective with the close of business on September 1, 1999
as a result of the Company not remaining in compliance with the net tangible
asset maintenance requirement.
SafeGuard stated that Nasdaq advised the Company that its shares are eligible
for listing on the OTC Bulletin Board and the Company expects that its stock
will be quoted and traded in that market. The shares closed at 3-11/16 Thursday
on the Nasdaq stock market.
As previously announced, the Company has entered into an agreement with an
investor group to invest $40 million in the Company. After careful
consideration, the investor group has indicated to the Company their commitment
to continue with their investment in the Company.
SafeGuard is a dental benefits marketing company, providing dental benefits to
nearly 1 million members in 20 states and the District of Columbia. The company
offers a variety of managed and indemnity dental programs, as well as vision
products. In addition, SafeGuard provides administrative and preferred provider
organization services.
<PAGE>
