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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of Earliest Event Report): August 15, 1996
PRINCETON DENTAL MANAGEMENT CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 0-20222 36-3484607
(State Or Other (Commission (I.R.S. Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
2358 HASSELL ROAD, HOFFMAN ESTATES, ILLINOIS 60195
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (847) 843-3117
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PRINCETON DENTAL MANAGEMENT CORPORATION
Item 5. Other Events
Execution of Letter Agreement with Lending Group
The Company has entered into a Letter Agreement by and among the Company;
Dr. Charles R. Mitchell, the President of the Company; Stratum Management, Inc.
("Stratum"), a consultant to the Company; John H. Hagan, a director of the
Company; Dr. Seymour Kessler, a director of the Company; and Amsterdam
Equities, Ltd. ("Amsterdam"), Frank Leonard Laport, and Beverly Trust Company,
as Custodian of the Frank Leonard Laport Rollover Individual Retirement Account
No. 75-49990, each members of the investment group (the "Investment Group").
Under the Letter Agreement, which became effective on August 9, 1996, the
Series B Preferred Stock referred to in the Convertible Debt Agreement executed
by the Company on April 22, 1996 was to be amended to be immediately effective
and was to be immediately issued to Amsterdam. The Class B Preferred Stock
entitles Amsterdam to elect a director to the Board of Directors of the Company
who shall have supermajority voting powers. In effect, the Class B director
appointed by Amsterdam shall have the number of votes on the Board of Directors
as the current Board currently holds, plus one vote.
The amendment and activation of the Class B Preferred Stock was to occur
upon the satisfaction of the following two conditions: (i) delivery to the
Company of a notice, pursuant to which the Investment Group would convert on a
pro rata basis, an aggregate amount of U.S. $700,000.00 of currently
outstanding convertible debt/preferred stock into the Company's common stock in
accordance with the contractual terms of the Convertible Debt and Preferred
Stock Agreements executed on April 22, 1996 and (ii) upon the advance to the
Company of an additional U.S. $200,000.00 pursuant to the Convertible Debt and
the Preferred Stock Agreements executed April 22, 1996. As of August 9, 1996,
the Investment Group has satisfied these two conditions and the Class B
Preferred Stock has been issued to Amsterdam.
In connection with the activation of the Class B Preferred Stock, the
provision of additional funding, and conversion of debt, Stratum, Hagan and
Kessler have agreed to forfeit, on a pro rata basis, an aggregate amount of
300,000 options/warrants to purchase the Company's common stock.
In connection with the above, Dr. Mitchell has resigned as Chief Executive
Officer and President of the Company, but will continue to assist the Company
in the transition to a new management team. Dr. Mitchell will stay on as a
director
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until the Company's next annual meeting is held, which is scheduled to take
place on September 13, 1996. Hagan and Kessler would also continue to serve as
directors until the Company's next annual meeting. Gary Lockwood, Dr. Richard
Staller, Frank Leonard Laport, Esq. and George Collings, Esq. have been
appointed to the Board to fill vacancies created by an increase in the number
of directors.
Gary Lockwood, President of Mason Dental Laboratories, a subsidiary of the
Company, has been appointed as President of the Company. Mr. Lockwood will
continue to serve in his role as President of Mason Dental in addition to his
new duties as President of the Company. Frank Leonard Laport has been elected
as Chairman of the Board of Directors of the Company.
In connection with the letter agreement transaction, the Company shall
relocate its principal offices to another location in the Chicago metropolitan
area on or about September 30, 1996.
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 thereunto duly authorized.
DATED: August 15, 1996
PRINCETON DENTAL MANAGEMENT CORPORATION
(Registrant)
By /s/ Gary A. Lockwood
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Name: Gary A. Lockwood
Title: President
