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): March 1, 1999
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 N. Westlake Blvd., Suite 202
Westlake Village, California 91362
(Address of Principal Executive Offices)
(805) 381-2700
(Registrant's Telephone Number)
<PAGE>
ITEM 5. OTHER EVENTS
Reference is made to the press release of Registrant, issued on March 11,
1999, which contains information meeting the requirements of this Item 5, and
which is incorporated herein by this reference. A copy of the press release is
attached to this Form 8-K as Exhibit 99.1.
2
<PAGE>
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 18, 1999 DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
By: /S/ STEPHEN ROSS
-----------------------------------
Stephen Ross
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
EXHIBITS
- --------
99.1 Press Release
4
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Stephen D. Axelrod, CFA
Robert H. Gurevitch, President & CEO Nancy S. L. Block
Stephen F. Ross, Vice President & CFO Susan T. Bolen (Media)
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC. WOLFE AXELROD ASSOCIATES
(805) 381-2700; (805) 374-1966 (fax) (212) 370-4500;(212)370-4505 (fax)
e-mail: [email protected] e-mail: [email protected]
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC. ANNOUNCES
THE ACQUISITION OF TWO EUROPEAN DISTRIBUTORSHIPS
WESTLAKE VILLAGE, CA, MARCH 11, 1999 -- DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.,
(NASDAQ: DMDS, DMDSW) a manufacturer and supplier of high technology dental
equipment and tooth whitening and composite materials, today announced that,
effective February 28, 1999, it has acquired the assets of two European
distribution companies through its wholly owned subsidiary, DMDS UK. The assets
of Midas Ltd., located in the United Kingdom, were acquired in exchange for
50,000 shares of DMDS common stock and the assets of Ralph Mueller Distributors
GmbH, located in Frankfurt, Germany, were acquired in exchange for 100,000
shares of DMDS common stock. Significant intangible assets acquired by DMDS
include the distribution channels used by Midas Ltd. and Ralph Mueller
Distributors GmbH, which serve dentists directly in both the United Kingdom and
Germany.
Robert H. Gurevitch, Chairman and CEO of Dental/Medical Diagnostic Systems,
Inc., stated, "DMDS UK, our wholly owned subsidiary, has done business with
Midas Ltd. and Mueller Distributors since we began shipping product into the
European markets. The purpose of these asset acquisitions is to duplicate our
domestic marketing strategies in Europe by obtaining direct access to dentists
in Britain and Germany. Our goal is to increase our direct customer base in
these expanding markets by employing a strategy that has proven to be successful
in the United States. As of March 1, 1999, DMDS is now able to sell directly to
dentists in the German and United Kingdom markets which we believe will serve to
increase margins on our products sold in these markets."
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC. designs, develops, manufactures and
sells high technology dental equipment. Currently, the Company sells an
intraoral camera system known as the TeliCam System and a dental office
networking system known as InTELInet. The Company has developed its own
technology for a tooth whitening and curing system, the Apollo 95E, that began
shipping outside the United States and Canada in the first quarter and
domestically in Q3. In a separate agreement, the Company is supporting the
development of a state-of-the-art dental digital X-ray system, which is expected
to be marketed internationally, commencing in Q3, 1999.
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS. This press release includes
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 ("Securities Act") and Section 21E of the Securities Exchange Act of
the 1934 (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. Forward-looking statements involve numerous risks and uncertainties.
There is no guarantee that acquiring the German and UK distributorships will
increase margins on products sold in Germany and the United Kingdom. If the
Company is unable to maintain direct access to dentists in Germany and the
United Kingdom, the Company may be forced to find alternate channels of
distribution for its products and, as a result, the margin on its products could
decrease. The ability of the Company to maintain good working relations with,
and direct access to, dentists in Britain and Germany is subject to numerous
risks and uncertainties including (i) the ability of the Company to offer
competitive products at competitive price points, (ii) the ability of the
Company to forecast market trends and preferences and adapt its products to
dentist's requirements, (iii) the effect of competition, including the potential
introduction of devices by competitors that are similar to those of the Company,
and (iv) the rapid technological change that is a characteristic of the dental
device market which may render existing products, or products under development,
obsolete or unmarketable. As a result of these factors and other important risks
and uncertainties described in the Company's most recently filed Form 10-KSB
annual report and Form 10-QSB quarterly report which should be read in
conjunction herewith, copies of which are available from the Company's Investor
Relations department, actual results may differ materially from those
contemplated by the forward-looking statements set forth herein. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any statement herein or to reflect any change in the
Company's expectations or any change in events, conditions or circumstances on
which any such statement is based.
###
