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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 Exchange Act of 1934
Date of Report: August 26, 1997
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)
7421 West 100th Place, Bridgeview, IL 60455
(Address of Principal Executive Offices)
(708) 974-4000
(Registrant's Telephone Number, including Area Code)
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PRINCETON DENTAL MANAGEMENT CORPORATION
Item 5. Other Events.
The Board of Directors announced that, effective as of August 18, 1997,
PDMC approved a Five-for-One Reverse Stock Split of its common stock.
The Board of Directors of Princeton Dental Management Corporation held
its Annual Meeting of Shareholders on August 15, 1997. The Shareholders of
PDMC have elected the following individuals to hold office as the Board of
Directors, until the annual meeting of shareholders for fiscal year 1997 or
until their respective successors have been elected: Mr. Frank Leonard Laport,
Mr. George B. Collins, Mr. Gary A. Lockwood, Dr. Zigmund C. Porter, and Dr.
Richard S. Sokol. Messrs. Collins, Laport, and Lockwood have served as
directors of the Company since August 9, 1996. Mr. Laport also serves as
Chairman of the Board and Chief Executive Officer, Mr. Lockwood serves as Chief
Operating Officer and President. The shareholders have also ratified the
appointment of Kirkland, Brakeman, Russ, Murphy, and Tapp as the independent
auditors of the Company for fiscal year 1997.
Item 7. Financial Statements and Exhibits
The Company's Balance Sheet and Statement of Operations for the Seven
Month Period Ending July 31, 1997, with certain pro-forma adjustments
reflecting certain the conversions of debt to equity through August 25, 1997
are attached as Exhibit A.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report of Form 8-K, to be signed on its behalf,
by the undersigned there unto duly authorized.
Dated: August 26, 1997.
PRINCETON DENTAL MANAGEMENT CORPORATION
By:
---------------------------------------
Gary A. Lockwood,
President and Chief Operating Officer
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EXHIBIT A
PRINCETON DENTAL MANAGEMENT CORPORATION
Condensed Consolidated Balance Sheets
For Seven Months Ending July 31, 1997 and Year Ending December 31, 1996
<TABLE>
<CAPTION>
ASSETS July 31, 1997 December 31, 1996
------ ------------- -----------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash Equivalents $ 351,862 $ 185,235
Accounts Receivable, net of allowances
for doubtful accounts of $301,336 and
$265,000 respectively 1,066,141 1,170,640
Current portion of loan receivable - affiliate 9,991 9,991
Inventories 120,911 105,193
Other Current Assets 139,669 95,847
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Total Current Assets 1,688,574 1,566,906
Property and equipment, net 798,669 1,159,524
Goodwill, net of accumulated amortization of
$1,842,486 and $1,829,516, respectively 5,781,438 7,002,192
Loan Receivable - affiliate 5,518 10,820
Other Assets, net 914,279 543,512
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Total Other Assets 7,499,904 8,716,048
Total Assets $ 9,188,478 $ 10,282,954
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</TABLE>
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EXHIBIT A
PRINCETON DENTAL MANAGEMENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
FOR SEVEN MONTHS ENDING JULY 31, 1997 AND YEAR ENDING DECEMBER 31, 1996
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS EQUITY JULY 31, 1997 DECEMBER 31, 1996
------------- -----------------
(UNAUDITED)
<S> <C> <C>
Current Liabilities:
Notes Payable $ 80,591 $ 179,000
Notes Payable to shareholders 122,948 122,948
Current portion of capital lease obligations 18,036 25,883
Current portion of long-term debt 715,806 715,806
Convertible secured debt 2,115,924 2,115,924
Accounts Payable 1,142,545 1,442,487
Accrued salaries and wages 628,653 743,958
Other accrued expenses 518,132 583,142
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Total Current Liabilities 5,342,635 5,929,148
Long-term debt, excluding current portion 2,218,754 3,267,106
Capital lease obligations, excluding current portion 23,803 38,145
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Total Liabilities 7,585,192 9,234,399
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Shareholder's Equity:
Series A 11.75% Cumulative Convertible
Preferred Stock par value $1.00 per share;
authorized shares - 1,000,000; issued and
outstanding - 2,848 at December 31, 1996 2,848 2,848
Series B Preferred Stock, par value $1.00
per share; authorized shares - 100; issued
and outstanding - 100 at December 31, 1996 100 100
Common stock, par value $0.0001 per share;
authorized shares - 25,000,000; issued and
outstanding - 2,024,465 at July 31, 1997
and December 31, 1996 255 1,012
Less: 309,217 shares Common Stock held
in treasury, at cost (331,771) (331,771)
Additional Paid-In Capital 15,258,313 15,107,556
Accumulated Deficit (13,326,459) (13,731,190)
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Net Shareholders' Equity 1,603,286 1,048,555
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Total Liabilities and Stockholders' Equity $ 9,188,478 $ 10,282,954
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</TABLE>
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EXHIBIT A
PRINCETON DENTAL MANAGEMENT CORPORATION
Condensed Consolidated Statements of Operation
(Unaudited)
<TABLE>
<CAPTION>
One Month Seven Months
Ended Ended
Revenue: July 31, 1997 July 31, 1997
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<S> <C> <C>
Practice Revenue $ 816,491 $ 6,405,817
Laboratory Revenue 355,636 2,517,121
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Total Revenue $ 1,172,127 $ 8,922,938
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Expenses:
Practice compensation and Benefits 567,493 4,565,372
Other Practice Expense 150,913 1,239,778
Cost of Laboratory Revenue & Expenses 271,332 1,991,827
General Corporate Expenses 42,189 447,446
Depreciation and Amortization 81,489 444,814
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Total Operating Expenses 1,113,416 8,689,237
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Operating Income 58,711 233,701
Gain from sale of practices & laboratory 68,636 282,590
Interest Expense * 293,607 (154,832)
Other Income 23,357 43,283
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Net Income $ 444,311 $ 404,742
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Net Income Per Share $ 0.04 $ 0.04
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</TABLE>
* Represents the waiver of interest by the Company's main creditor.
