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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: December 13, 1999
PRINCETON DENTAL MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-20222 36-3484607
(State or (Commission (I.R.S.
Other Jurisdiction File Number) Employer
of Incorporation) Identification
No.)
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 6. Resignation of Registrant's Director.
Effective as of December 6, 1999, Gary A. Lockwood resigned as President of
Princeton Dental Management Corporation and all related subsidiary corporations.
Mr. Lockwood also resigned as a Director of Princeton Dental Management
Corporation and all related subsidiary corporations.
A copy of Mr. Lockwood's letter of resignation is attached as an Exhibit.
Essentially, Mr. Lockwood states that he is resigning as an officer and director
due to alleged material breaches of his employment agreement by the Registrant.
Such alleged breaches include (i) the failure to pay Mr. Lockwood his salary
since the filing by the Registrant of Chapter 11 bankruptcy proceedings in
violation of the terms of his employment agreement, (ii) an alleged attempt by
Frank L. Laport, Chairman and CEO of the Registrant, to undermine Mr. Lockwood's
authority, and (iii) alleged defamatory statements by Mr. Laport regarding Mr.
Lockwood within the context of the Chapter 11 proceedings.
The Registrant believes that Mr. Lockwood's allegations are incorrect and
incomplete. Mr. Lockwood's salary has not been paid per the order of the United
States Bankruptcy Court and due to Mr. Lockwood's status as an officer and
director of the Registrant, not due to any action within Registrant's control.
With respect to Mr. Lockwood's allegations regarding Mr. Laport, Mr. Laport did
not defame Mr. Lockwood at any time and stands by whatever statements he may
have made in the Chapter 11 proceedings regarding Mr. Lockwood. With respect to
what Mr. Lockwood characterizes as actions taken to "undermine his authority",
Mr. Laport was simply attempting to get Mr. Lockwood to observe Registrant's
policies and procedures and live up to the terms of his employment agreement.
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 duly authorized.
Dated: December 31, 1999.
PRINCETON DENTAL MANAGEMENT CORPORATION
By: /s/ Frank L. Laport
-------------------------------------
Frank L. Laport,
Chairman and CEO
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December 7, 1999
Re: Termination of Employment
Dear Mr. Laport:
This letter confirms my statement to you and the Board of Directors
yesterday of the termination of my employment with Mason Dental Midwest and
Princeton (the Companies) and resignation from my director position with
Princeton and from my positions as administrator of the Companies' profit
sharing and 401k plans effective immediately. This termination is due to
material breaches of my employment agreement by the Companies. I have
requested directly to you on several occasions, including my letter to you
of October 22, 1999, more than thirty days ago, that the Companies correct
their breaches. Instead the violation of my employment agreement has continued
with actions by you making working conditions intolerable for me.
Foremost among the breaches is the failure of the Companies to pay me the
compensation required under my employment agreement. I have not received any
compensation since early October 1999. The Companies' bankruptcy attorney,
Joel Truehaft, has said that because I am an "insider," it would be necessary
to file a petition for bankruptcy court approval of my compensation. This
petition for my compensation, it would seem to me, should have been filed
simultaneous with the filing of the bankruptcy case. But, Mr. Truehaft instead
gave us a timetable for this to be accomplished within 15 days after the
bankruptcy case was opened. He has ignored his own timetable. The bankruptcy
was filed on October 1, 1999. I know that the petition for my compensation was
not filed within six weeks thereafter; whether it has been filed to date has
not been confirmed to me. My numerous phone calls to Mr. Truehaft have gone
unreturned. The plain fact is that I remain without compensation, a
considerable hardship to me.
You have also continued to undermine my authority in violation of the
duties and titles of my positions. Your unilateral assignment of Carl Mazzone
to Mason Dental's payroll at an annual salary of $65,000.00, with no title or
job duties other than to shadow me, is a prime example. I now
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learn that even before receiving this written notice, you announced the
appointment of Mr. Mazzone as president of Mason Dental. Your plan of forcing
me out and replacing me with Mr. Mazzone is complete.
A recent outrage is your defamatory statement at the creditors'
examination in the Companies' bankruptcy that I refuse to meet with you, am
accountable to no one, have been paid erroneously for time off and have
threatened to take all of Mason Dental's business and customers. You know these
statements are untrue but you persist in a campaign to harass me.
You ignore the fact that under my leadership, Mason Dental has thrived.
Total revenue has increased every year. Despite duress circumstances, 1999 is
shaping up as the best ever. Through 9/30/99, net revenue substantially exceeds
1998's twelve month total.
This letter is not intended to recount all of the violations of my
employment agreement; I have previously raised them with you and/or your agents.
It is upsetting for me to leave the company, Mason Dental, that I have spent
many years building. Your actions have left me no alternative.
Sincerely,
/s/ Gary A. Lockwood
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Gary A. Lockwood
cc: George P. Collins, Esq., Director (Personal and Confidential)
Zigmund Porter, D.D.S., Director (Personal and Confidential)
Kevin Cahill, Esq.
Joel Truehaft, Esq.
