<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DENTAL SERVICES OF AMERICA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
Notes:
<PAGE>
DENTAL SERVICES OF AMERICA, INC.
12000 BISCAYNE BOULEVARD, SUITE 200
NORTH MIAMI, FL 33181
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To our Shareholders:
The Annual Meeting of Shareholders of Dental Services of America, Inc. (the
"Company") will be held at 12000 Biscayne Boulevard, Suite 200, North Miami,
Florida on Monday, June 16, 1997, at 10:00 A.M., Eastern Time, to:
1. Elect four directors.
2. Approve the appointment of independent auditor.
3. Transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on May 12, 1997 as
the record date for determining shareholders entitled to notice of and to vote
at the Annual Meeting. Only shareholders of record at the close of business on
that date are entitled to vote at the Annual Meeting.
By Order of the Board of Directors
May 20, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE THE
ENCLOSED PROXY CARD, AND SIGN, DATE AND RETURN IT PROMPTLY SO THAT YOUR SHARES
WILL BE REPRESENTED. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING IN
PERSON AT THE MEETING AND WILL AVOID THE EXPENSE OF AN ADDITIONAL SOLICITATION.
<PAGE>
May 20, 1997
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Dental Services of America, Inc. (the "Company") of
proxies to be voted at the Annual Meeting of Shareholders to be held on Monday,
June 16, 1997, and at any adjournment thereof.
The Board requests that all shareholders complete the enclosed proxy card,
and sign, date and return it as promptly as possible since the holders of
record of a majority of the outstanding shares must be present in person or
represented by proxy at the Annual Meeting in order to hold the Meeting.
Any shareholder returning a proxy may revoke it by casting a ballot at the
Meeting. Any proxy not revoked will be voted as specified by the shareholder.
If no choice is indicated, a proxy will be voted in accordance with the Board of
Directors' recommendations.
The Company's By-Laws require an affirmative vote of the holders of a
majority of the shares of Common Stock present in person or by proxy and
entitled to vote for approval of each of the items listed on the proxy card and
described herein, with the exception of election of directors, which requires a
majority of the votes cast to elect.
At May 12, 1997, the record date, there were 8,228,714 shares of Common
Stock outstanding and entitled to one vote each at the Annual Meeting.
This Proxy Statement is first being mailed on or about May 22, 1997.
ELECTION OF DIRECTORS
The persons named in the enclosed proxy card will vote to elect the four (4)
proposed nominees named below unless contrary instructions are given in the
proxy card. The election of directors shall be by the affirmative vote of the
holders of a majority of the shares voting in person or by proxy at the meeting.
Each director is to hold office until the next annual meeting and until his
successor is elected and qualified.
The names and certain information concerning the persons nominated by the Board
of Directors to become directors at the meeting are set forth below. THE
COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR the election of each
of the nominees named below, each of whom is currently a director. It is
intended that shares represented by the proxies will be voted FOR the election
to the Board of Directors of the persons named below unless authority to vote
for nominees has been withheld in the proxy card. Although each of the persons
named below has consented to serve as a director if elected and the Board of
Directors has no reason to believe that any of the nominees named below will be
unable to serve as a director, if any nominee withdraws or otherwise becomes
unavailable to serve, the persons named as proxies will vote for any substitute
nominee designated by the Board of Directors. The following information
regarding the nominees is relevant to your consideration of the slate proposed
by the Board of Directors:
BEATRICE HORTON CRAPP, 44, is president of Community Marketing and
Development Inc., a state certified firm which provides management and technical
assistance to private and public organizations, since 1994. From 1988 to 1994
she was President of Confidential Mortgage Corporation, a lender approved by the
FHA and VA. She was elected as a director in April 1997.
PAULO DOMINGUEZ, 27, is the founder of Dental Practice Administrators
(DPA), a wholly-owned subsidiary of the Company. Prior to founding DPA, Mr.
Dominguez was Operations Manager for Advanced Attention Dental Care, a Miami,
Florida dental clinic, from 1993 to 1995. From 1991 to 1993, Mr. Dominguez was
general manager of an orthodontic dental practice based in Sunrise, Florida. He
has been a director since 1996.
HERSHEL KRASNOW, 73, has been a Senior Vice President of First Security
Investments, Inc. since March 1997. He was Senior Vice President of Josephthal
Lyon & Ross, Incorporated, an investment banking firm, from April, 1990 to 1997.
Mr. Krasnow has been in the investment banking business for over 35 years. He
is a director of Windsor
2
<PAGE>
Capital Corp. Mr. Krasnow is also a director of International Asset Management
Group, Inc., and other private companies. He was elected as a director in 1996.
ROBERT M. LEOPOLD, 70, has been President of Huguenot Associates, Inc., a
financial and business consulting company, since 1977, and Chairman of the Board
of International Asset Management Group, Inc. since 1983. Huguenot Associates,
Inc. is a wholly owned subsidiary of IAMG. From June 1982 to December 1990, Mr.
Leopold held various positions with Insituform of North America, Inc., including
Vice Chairman (1982-1986), Chief Executive officer (1986 - 1989), Chairman (1986
- - 1987) and Advisor to the Chairman (1989 - 1990). Mr. Leopold was also a
director of Insituform Mid-America, Inc. Mr. Leopold is currently a consultant
to Insituform Technologies, Inc. Mr. Leopold is a director of H.E.R.C. Products
Incorporated, Infodata Systems, Inc., Windsor Capital Corp., and Standard
Security Life Insurance Company of New York, a wholly owned subsidiary of
Independence Holding Company. He was elected as a director in 1996.
BOARD COMMITTEES
The Board of Directors has established an Executive Committee, an Audit
Committee and a Compensation Committee. The Executive Committee will receive
regular reports from the Chief Operating Officer regarding the business
operations of the Company and will supervise the operations of the Company
between meetings of the Board of Directors. Paulo Dominguez and Hershel Krasnow
serve as members of the Executive Committee. The Audit Committee will review
with the Company's independent accountants, the scope of their audit and their
report thereon. The Compensation Committee will review and approve the
compensation of executive offices and responsible for administering the
Company's stock option plans. Beatrice Horton Crapp and Hershel Krasnow serve
as members of the Audit Committee and of the Compensation Committee. Mr.
Krasnow serves as Chairman of the Executive Committee, the Audit Committee and
the Compensation Committee.
ATTENDANCE AT MEETINGS
During the fiscal year ended September 30, 1996, the Board of Directors
held a total of eight meetings which all directors attended.
EXECUTIVE COMPENSATION
No officer, director or employee of the Company received compensation in
excess of $50,000 during the fiscal year ended September 30, 1996, or during any
prior fiscal year, and no officer, director or employee is expected to receive
compensation in excess of $100,000 during fiscal 1997.
Mr. Paulo Dominguez, a director of the Company and President of DPA, is
employed by the Company pursuant to a three-year employment agreement extending
through June 30, 1999. The agreement provides for a base salary of $50,000
during the first year, $55,000 during the second year, and $60,000 during the
third year. One-fourth of Mr. Dominguez's first year salary will be paid on a
deferred basis during the second year. Mr. Paul Rothman was appointed President
of the Company in October, 1996, and currently receives a salary of $80,000 per
year.
INFORMATION CONCERNING STOCK OPTIONS
The following table sets forth grants of stock options to the Company's
directors and executive officers as of the date hereof.
<TABLE>
<CAPTION>
No. of Exercise Expiration
Name Shares Price Date
---- ------ -------- ----------
<S> <C> <C> <C>
Hershel Krasnow 40,000 $ .50 7/1/2001
Hershel Krasnow 40,000 $1.75 10/1/2001
Paulo Dominguez 15,000 $ .50 7/1/2001
Paulo Dominguez 15,000 $1.75 10/1/2001
Robert Leopold 10,000 $ .50 7/1/2001
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
No. of Exercise Expiration
Name Shares Price Date
------ -------- ----------
<S> <C> <C> <C>
Robert Leopold 10,000 $1.75 10/1/2001
Beatrice Horton Crapp 10,000 $1.12 4/1/2002
</TABLE>
The Company's Board of Directors and shareholders have adopted two stock
option plans (the "Plans"). Pursuant to the 1996 Director Stock Option Plan (the
"Director Plan"), options to acquire a maximum of the greater of 500,000 shares
or 5% of the number of shares of Common Stock then outstanding may be granted to
directors of the Company. Pursuant to the 1996 Employee Stock Option Plan (the
"1996 Plan"), options to acquire a maximum of the greater of 1,000,000 shares of
Common Stock or 10% of the number of shares of Common Stock then outstanding may
be granted to executive officers, employees (including employees who are
directors), independent contractors and consultants of the Company. Options to
purchase 105,000 shares at an exercise price of $.50 per share and an additional
105,000 shares at an exercise price of $1.75 per share have been granted under
the Director Plan. Options to purchase 155,000 shares at prices ranging from
$.50 to $1.75 per share have e been granted under the Director Plan. Options to
purchase 155,000 shares at prices ranging from $.50 to $1.75 per share have been
granted to employees and consultants of the Company under the 1996 Plan. The
Company is in the process of finalizing additional grants of options to certain
consultants. The foregoing amounts do not include up to an additional 500,000
options which may be granted to such consultants.
The Plans are administered by the Compensation Committee of the Board of
Directors. The Compensation Committee will determine which persons will receive
options and the number of options to be granted to such persons. The Director
Plan also provides for annual mandatory grants of options to directors. See
"Management - Director Compensation". The Compensation Committee will also
interpret the provisions of the Plans and make all other determinations that it
may deem necessary or advisable for the administration of the Plans.
DIRECTOR COMPENSATION
Directors will receive a directors fee of $200 per meeting for each Board
of Directors meeting attended and $100 per meeting for each committee meeting
attended.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July, 1996, the Company acquired 100% of the outstanding capital stock
of DPA in a transaction in which the shareholders and certain other persons who
had made investments in or provided services to DPA acquired from IAMG 4,370,000
shares of the Company's common stock and 1,820,000 Non-Public Warrants formerly
held by IAMG. Persons receiving securities of the Company in such transaction
include Paulo Dominguez (665,500 shares and 500,000 Warrants).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning stock
ownership of all persons known by the Company to own beneficially more than 5%
of the outstanding shares of the Company's Common Stock, each director, director
nominee, the Company's Chief Executive Officer, and all officers and directors
of the Company, as a group, as of the date of this Proxy Statement, and their
percentage ownership of Common Stock.
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner No. of Shares(1)(2) Percent of Class
- ---------------------------- -------------------- -----------------
<S> <C> <C>
International Asset 484,000 5.8%
Management Group, Inc.(3)
1101 96th Street
Miami, FL 33154
Paulo Dominguez 350,000 4.2%
600 N.E. 36th Street
Miami, FL 33137
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner No. of Shares(1)(2) Percent of Class
- ------------------- ------------------- ----------------
<S> <C> <C>
Roger Prieto, D.D.S. 200,000 2.4%
850 East 40th Street
Hialeah, FL 33013
Hershel Krasnow(3) 484,000 5.8%
1101 96th Street
Miami, FL 33154
Robert M. Leopold(3) 484,000 5.8%
4 Gilder Street
Larchmont, NY 10504
Paul A. Rothman 50,000 1%
13234 S.W. 104th Terrace
Miami, FL 33186
Beatrice Horton Crapp 10,000 -
9304 North Miami Avenue
Miami Shores, FL 33150
All officers and directors
as a group (6 persons) 1,028,000 12.4%
</TABLE>
(1) Assumes all Directors and officers exercise all stock options which have
been granted under the Director Plan and the 1996 Plan.
(2) Includes shares to be issued upon exercise of options to officers and
directors in the following amounts: Dominguez - 30,000; Krasnow - 80,000;
Leopold - 20,000; Rothman - 50,000; Crapp - 10,000.
(3) Mr. Krasnow and Mr. Leopold, as officers and directors of International
Asset Management Group, Inc. ("IAMG") may be deemed to be beneficial owners of
the Common Stock of the Company owned by IAMG. The officers, directors and
principal shareholders of IAMG are as follows:
<TABLE>
<CAPTION>
No. of Shares Percent of
Name Position Beneficially Owned Common Stock
- ------------------- ------------------ ------------------ ------------
<S> <C> <C> <C>
Hershel Krasnow Director 2,813 -
Claire Krasnow Shareholder 278,288 3.3%
Robert M. Leopold Officer, director,
shareholder 659,360* 7.8%
Richard J. Tucker Shareholder 500,000 5.9%
Paulo Dominguez Shareholder 460,000 5.4%
</TABLE>
Hershel Krasnow and Claire Krasnow are husband and wife. Mr. Krasnow does
not have voting power over and disclaims beneficial ownership with respect to
the shares owned by his wife.
*Excludes 70,515 shares of common stock owned by Mr. Leopold's wife. Mr.
Leopold does not have voting power with respect to such shares and disclaims
beneficial ownership thereof.
5
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company's knowledge, all
reports required to be filed were timely filed in fiscal 1996.
PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT AUDITOR
The Board of Directors has recommended that the shareholders appoint
Harvey Judkowitz independent auditor to audit the Company's financial statements
for the year ending September 30, 1997. The report of Harvey Judkowitz on the
Company's financial statements for the year ended September 30, 1996, has been
submitted to the shareholders as part of the 1996 Annual Report. Mr. Judkowitz
is expected to be present at the Annual Meeting with the right to make a
statement if he so desires and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2 - APPOINTMENT OF
HARVEY JUDKOWITZ AS INDEPENDENT AUDITOR.
SHAREHOLDER PROPOSALS
Shareholder proposals for the next Annual Meeting of Shareholders of the
Company must be received by February 15, 1998 at the Company's offices, 12000
Biscayne Boulevard, Suite 200, North Miami, Florida 33181, addressed to the
Secretary, for inclusion in the Company's proxy statement and form.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any matters other than those set forth herein and in the Notice of Annual
Meeting of Shareholders that will come before the meeting. Should any other
matters arise requiting the vote of shareholders, it is intended that proxies
will be voted in respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
Please return your proxy as soon as possible. Unless a quorum consisting
of a majority of the outstanding shares entitled to vote is represented at the
meeting, no business can be transacted. Therefore, PLEASE BE SURE TO DATE AND
SIGN YOUR PROXY EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE AND
RETURN IT IN THE ENCLOSED POSTAGE PREPAID RETURN ENVELOPE. PLEASE ACT PROMPTLY
TO ENSURE THAT YOU WILL BE REPRESENTED AT THE ANNUAL MEETING.
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K,
INCLUDING FINANCIAL STATEMENTS, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996 IS BEING MAILED TO
SHAREHOLDERS TOGETHER WITH THIS PROXY STATEMENT. COPIES OF THE EXHIBITS TO THE
ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE, AT THE WRITTEN
REQUEST OF ANY BENEFICIAL OWNER OF SHARES ENTITLED TO VOTE AT THE ANNUAL MEETING
OF SHAREHOLDERS. REQUESTS SHOULD BE MAILED TO THE SECRETARY.
6
<PAGE>
DENTAL SERVICES OF AMERICA, INC.
12000 BISCAYNE BOULEVARD, SUITE 200
MIAMI, FL 33181
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Hershel Krasnow and Stanley Greenstein as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated below, all of the shares of Common
Stock of Dental Services of America, Inc. held on record by the undersigned on
May 12, 1997 at the Annual Meeting of Shareholders to be held on June 16, 1997,
or any adjournment thereof.
1. ELECTION OF DIRECTORS
For all nominees listed below: [_]
Withhold authority to vote all nominees listed below: [_]
INSTRUCTION:
To withhold authority to vote for any individual nominee, strike a line
through the nominee's name in the list below.
Beatrice Horton Crapp
Paulo Dominguez
Hershel Krasnow
Robert E. Leopold
2. PROPOSAL TO APPROVE THE APPOINTMENT OF INDEPENDENT AUDITOR
For [_] Against [_] Abstain [_]
3 In their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR proposal 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 1997.
------------------ ---------------------------------
(signature)
---------------------------------
(signature, if held jointly)
7
<PAGE>
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope.
8
