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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): March 2, 1998
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-12850 13-3152648
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Westlake Blvd. Suite 202
Westlake Village, California 93162
(Address of Principal Executive Offices)
(805) 381-2700
(Registrant's Telephone Number)
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ITEM 5. OTHER EVENTS
Reference is made to the press release of Registrant, issued on March 6,
1998, which contains information meeting the requirements of this Item 5, and
which is incorporated herein by this reference. A copy of this press release is
attached to this Form 8-K as Exhibit "1."
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EXHIBIT INDEX
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Exhibits Page Number
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1. Press Release dated March 6, 1998.
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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.
March 17, 1998 DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
By: /s/ Ron Wittman
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Ronald Wittman
Chief Financial Officer
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EXHIBIT 1
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WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--March 6, 1998--Dental/
Medical Diagnostic Systems Inc. (DMD)
(Nasdaq/SmallCap:DMDS.O) (Nasdaq/SmallCap:DMDSW.O) Friday
announced that it has agreed to privately place $4.5 million
of its 12 percent senior subordinated notes due 1999 to
institutional purchasers and accredited investors.
Robert H. Gurevitch, chairman of DMD, indicated that the
company intends to use the net proceeds of the private
placement to ensure it has adequate capital to launch its
Apollo 9500 dental-curing and tooth-whitening device in the
United States and Canada, and the Apollo 95E dental-curing
and tooth-whitening device in the international marketplace.
In addition, funds will be used for continued
development of the company's digital X-ray imaging technology
systems, the launching of the new digital X-ray imaging
products, and for other working capital purposes.
The notes will bear interest at 12 percent per annum and
mature one year from the date issued. The company will issue
to the private-placement investors an aggregate of 450,000
warrants to purchase common stock at $5.812 per share, the
market price of the company's common stock at the time the
company reached an agreement in principle with respect to the
private placement.
The warrants are exercisable commencing May 15, 1998,
and for five years thereafter. The company has agreed to file
a registration statement covering resale of the shares
underlying the warrants. The notes are redeemable at any time
by the company at 102 percent of the principal and interest
accrued as of the date of the prepayment, are unsecured, and
are subordinated to the company's current bank financing.
The private placement is subject to customary conditions
and receipt by the company of a permit from the California
Commissioner of Corporations and is expected to close within
the next 20 days. The notes will be convertible into common
stock only upon payment default.
DMD designs, develops, manufactures and sells
high-technology dental equipment. Two of the company's
products are an intra-oral camera system known as the TeliCam
System, and a dental-office networking system known as
InTELInet.
The company also has an exclusive marketing agreement in
the United States and Canada for the Apollo 9500, a
teeth-whitening and curing system, which is expected to be
shipped to dentists in March 1998. The company has
independently developed its own technology for a
teeth-whitening and curing system, the Apollo 95E, which will
be introduced outside the United States and Canada also in
March.
In a separate agreement, the company is supporting the
development of a state-of-the-art dental digital X-ray system
that is expected to be marketed in late 1998.
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Disclosure regarding forward-looking statements: This news
release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act. Although the company
believes that the expectations reflected in such
forward-looking statements are reasonable at this time, it
can give no assurance that such expectations will prove to
have been correct. The company's ability to close the private
placement is subject to receipt of a permit from the
California Commissioner of Corporations and other conditions
beyond the control of the company. The ability of the
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company to successfully apply the proceeds of the offering as
described above is dependent upon the company's ability to
design, develop, manufacture and market the described
products; the company's ability to achieve product
commercialization of such products; and other important
factors that could cause actual results to differ materially
from the company's expectations and which are discussed in
the company's various filings with the Securities and
Exchange Commission.
