FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 27, 1996
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 1-11032 71-0644350
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
633 Lawrence Street Batesville, Arkansas 72501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 698-2300
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ITEM 5. OTHER EVENTS
On June 26, 1995, PDT Image, Inc., a wholly owned subsidiary of
Professional Dental Technologies, Inc. (the "Company"), filed a Petition
for Declaratory Decree and Restraining Order against Source-1 Dental Image,
Inc. ("SDI"), and its two principal officers. SDI and PDT Image are
partners in the partnership known as Pro-Dentec Canada. PDT Image was
granted a Temporary Restraining Order by the Court, and later amended its
claim to include, among others matters, damages for fraud, breach of
fiduciary duty and civil conspiracy. In July, 1995, SDI filed its response
and a counterclaim for dissolution of the partnership. Trial was held in
the Chancery Court of Independence County, Arkansas, in September, 1996.
By letter dated February 24, 1997, the Court issued its ruling in the
matter. SDI and its two principal officers were found to have breached
their fiduciary duty, committed actual and constructive fraud and engaged
in civil conspiracy. They were also found to be in contempt of the
Temporary Restraining Order.
The Court has ruled that the partnership agreement be rescinded, that SDI's
license rights in software developed be awarded to PDT Image, and that SDI
and its principals are to make restitution to PDT Image in an amount which
will be determined after the final decree is signed by the Court, but which
may approximate $900,000. The SDI principals are personally and
individually responsible for the payment of the restitution. The Temporary
Restraining Order has been made permanent.
Company officials caution that the value of the license rights assigned to
PDT Image is in question due to the existence in the market of competing
software. Also, there can be no assurance that PDT Image will be able to
collect any or all of the amount of the ordered restitution.
Professional Dental Technologies, Inc. is filing herewith a copy of its
press release, dated April 1, 1996, with respect to this matter.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
EXHIBIT 99 -- Press Release
See Exhibit 99 attached hereto.
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SIGNATURES
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.
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
February 28, 1997 /s/ Frank H. Newton, III
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Date Print: Frank H. Newton, III
Title: Chief Operating Officer
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: FRANK NEWTON
501-698-2300
DENTAL COMPANY ANNOUNCES TRIAL VERDICT
Batesville, AR, February 27, 1997 (AMEX-PRO). Professional Dental
Technologies, Inc., announced that it has received a favorable verdict in the
trial of the lawsuit between its wholly-owned subsidiary, PDT Image, Inc., and
Source 1 Dental Image, Inc. ("SDI"), partners in the partnership known as
Pro-Dentec Canada.
During the summer of 1995, a lawsuit was filed in which PDT Image claimed,
among others, damages for fraud and breach of fiduciary duty on the part of its
partner. The suit was later amended to include a claim of civil conspiracy. SDI
filed a counterclaim and requested dissolution of the partnership. Trial was
held in the Chancery Court of Indpendence County, Arkansas, in September, 1996.
By letter dated February 24, 1997, the Court issued its ruling in the
matter. SDI and its two principal officers were found to have breached their
fiduciary duty, committed actual and constructive fraud and engaged in civil
conspiracy. The court has ruled that the partnership agreement be rescinded;
that SDI's license rights in the software developed be awarded to PDT Image; and
that SDI and its officers are to make restitution to PDT Image in an amount
which will be determined after the final decree is signed by the Court, but
which may approximate $900,000. The SDI principals are personally and
individually responsible for payment of the restitution.
Company officials caution that value of the license rights assigned to PDT
Image is in question due to the existence in the market of competing software,
and further, that there can be no assurance that PDT Image will be able to
collect the amount of the ordered restitution.
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