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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) December 24, 1997
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DENTAL SERVICES OF AMERICA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 53-11935 59-275843
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
2260 S.W. 8TH STREET, MIAMI, FLORIDA 33135
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (305) 642-4090
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(FORMER NAME OR FORMER ADDRESS; IF CHANGED SINCE LAST REPORT)
Page 1 of 6 pages.
Exhibit Index at Page 2.
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ITEM 5. OTHER EVENTS.
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The Board of Directors and the shareholders of Registrant have approved a
one-for-five reverse split of the Registrant's outstanding common stock. The
action was approved by written consent of the holders of a majority of the
Registrant's voting shares, without a meeting. Shareholders holding a total of
6,644,500 votes consented to the reverse split. The reverse split becomes
effective as of January 1, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Not Applicable
(b) Not Applicable
(c) Exhibits.
Exhibit No. Description
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3.1 Certificate of Amendment to Certificate of Incorporation.
SIGNATURE
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.
December 24, 1997 DENTAL SERVICES OF AMERICA, INC.
By: /s/ Maria Suarez
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Maria Suarez
Vice President
2
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State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "DENTAL SERVICES OF AMERICA, INC.", FILED IN THIS OFFICE ON THE TWENTIETH DAY
OF NOVEMBER, A.D. 1997, AT 12:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS FOR RECORDING.
[SEAL] /S/ EDWARD J. FREEL
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Edward J. Freel, Secretary of State
2114106 8100 AUTHENTICATION 8769060
971396941 DATE 11-20-97
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
DENTAL SERVICES OF AMERICA, INC.
A DELAWARE CORPORATION
Pursuant to the Delaware General Corporation Law, the first paragraph of
Article FOURTH of the Certificate of Incorporation of DENTAL SERVICES OF
AMERICA, INC., a Delaware corporation, hereafter referred to as the
"Corporation," is amended to read as follows:
FOURTH: the total number of shares of stock which the corporation
shall have authority to issue is 35,000,000, consisting of 10,000,000
shares of Preferred Stock with a par value of $.01 each and 25,000,000
shares of Common Stock with a par value of $.005 each.
The balance of Article Fourth shall remain unchanged.
The foregoing Amendment to the Certificate of Incorporation of the
Corporation was proposed by the directors of the Corporation on November 8,
1997, and approved by the Corporation's shareholders on November 18, 1997,
pursuant to Sections 242 and 228 of the Delaware General Corporation Law. The
number of votes cast in favor of the Amendment by the shareholders was
sufficient for approval of the amendment.
The foregoing Amendment was adopted in connection with a "reverse-split" of
the Corporation's outstanding common stock, pursuant to which every five (5)
outstanding shares of the Corporation's common stock, $.001 par value per share,
is converted into one (1) share of common stock, $.005 par value per share.
This Amendment shall be effective as of December 1, 1997.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this Certificate of Amendment effective as of November 19, 1997.
DENTAL SERVICES OF AMERICA, INC.
by: /S/ LUIS CRUZ
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Luis Cruz, Chairman
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State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION
OF "DENTAL SERVICES OF AMERICA, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIRST
DAY OF NOVEMBER, A.D. 1997, AT 10:30 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS FOR RECORDING.
[SEAL] /S/ EDWARD J. FREEL
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Edward J. Freel, Secretary of State
2114106 8100 AUTHENTICATION 8771047
971398403 DATE 11-21-97
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CERTIFICATE OF CORRECTION
FILED TO CORRECT A CERTAIN ERROR IN THE
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
DENTAL SERVICES OF AMERICA, INC.,
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON NOVEMBER 20, 1997
Dental Services of America, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Dental Services of America, Inc.
2. That a Certificate of Amendment to the Certificate of Incorporation was
filed by the Secretary of State of Delaware on November 20, 1997 and that said
Certificate requires correction as permitted by Section 103 of the General
Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate of Amendment to be
corrected is as follows: The effective date of the amendment is incorrect.
4. The effective date of the Certificate of Amendment is to read as
follows:
This Amendment shall be effective as of January 1, 1998.
5. IN WITNESS WHEREOF, said corporation has caused this Certificate of
Correction to be signed by Luis Cruz, its Chairman, this 21st day of
November, 1997.
By: /S/ LUIS CRUZ
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Luis Cruz, Chairman
