SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(3)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or section
240.14a-12
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PROFESSIONAL DENTAL TECHNOLOGIES, INC.
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Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
633 LAWRENCE STREET
BATESVILLE, ARKANSAS 72501
(800) 228-5595
February 9, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Professional Dental Technologies, Inc., to be held at the Company's facility
at 2410 Harrison Street, Batesville, Arkansas, at 10:00 a.m. on March 17, 1998.
The attached Notice of Annual Meeting and Proxy Statement describe the
business to be transacted and the proposal to be considered at the meeting. We
urge you to read carefully the description of the proposal and to vote for its
adoption.
Please mark, sign and date your proxy card today and return it in the
envelope provided, even if you plan to attend the Annual Meeting. This will not
prevent you from voting in person, but will ensure that your vote is counted if
you are unable to attend.
Thank you for your support and interest in Professional Dental
Technologies, Inc., and we look forward to seeing you on March 17, 1998.
Sincerely,
/s/ Robert E. Christian
- ---------------------------
Robert E. Christian
Secretary
<PAGE>
- --------------------------------------------------------------------------------
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
633 LAWRENCE STREET
BATESVILLE, ARKANSAS 72501
(800) 228-5595
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
TO BE HELD ON TUESDAY, MARCH 17, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Professional Dental Technologies, Inc. ("Company") will be held at the Company's
facility at 2410 Harrison Street, Batesville, Arkansas, on Tuesday, March 17,
1998, at 10:00 a.m., for the following purposes:
(1) To elect six directors (Proposal 1); and
(2) To transact any other business as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record at the close of business on January 31,
1998, will be entitled to notice of and to vote at the meeting and any
adjournment thereof.
PLEASE FILL IN, DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE
ENCLOSED STAMPED AND ADDRESSED ENVELOPE. NO MATTER HOW MANY OR HOW FEW SHARES
YOU OWN, YOUR VOTE IS IMPORTANT. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING, YOU MAY SUPERSEDE YOUR EXECUTED PROXY BY
INDICATING TO THE SECRETARY YOUR DESIRE TO VOTE IN PERSON.
By Order of the Board of Directors
/s/ Robert E. Christian
------------------------------------
ROBERT E. CHRISTIAN
Secretary
Batesville, Arkansas
February 9, 1998
IF YOU HAVE ANY QUESTIONS, PLEASE CALL THE COMPANY AT (800) 228-5595
<PAGE>
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
633 LAWRENCE STREET
BATESVILLE, ARKANSAS 72501
(800) 228-5595
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
The solicitation of the enclosed proxy is made on behalf of the Board of
Directors of Professional Dental Technologies, Inc. ("Company"), to be used at
the Annual Meeting of the Company's stockholders to be held on March 17, 1998,
at the Company's facility at 2410 Harrison Street, Batesville, Arkansas, and at
any adjournment thereof.
This proxy statement and an accompanying proxy are being mailed to
stockholders on or about February 9, 1998. The Company's Annual Report, which
includes a certified Consolidated Statement of Financial Condition for the
fiscal years ended October 31, 1997 and 1996 and the Consolidated Statements of
Operations, the Consolidated Statements of Stockholders' Equity and the
Consolidated Statements of Cash Flows (each of such Statements being for the
years ended October 31, 1997, and 1996) accompanies this mailing.
The expenses of solicitation of proxies in the enclosed form will be
borne by the Company. Solicitations may be made by mail, and by telephone or
telegraph by directors, officers and employees of the Company at nominal cost.
Proxy materials will also be distributed through brokers, custodians and other
nominees or fiduciaries to beneficial owners of stock. The Company expects to
reimburse such parties for their charges and expenses in connection therewith.
Each proxy that is properly executed and returned will be voted for or
against or withheld from voting on any ballot that may be called for in
accordance with the instructions contained in that proxy. IF NO INSTRUCTIONS ARE
GIVEN, SUCH PROXY WILL BE VOTED FOR THE ELECTION OF THE COMPANY'S NOMINEES FOR
DIRECTOR. THE ACCOMPANYING PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO
AMENDMENTS OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE CALLING THE
MEETING OR OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING, AND
ACCORDINGLY, IN THE EVENT THERE ARE ANY SUCH AMENDMENTS OR VARIATIONS OR OTHER
MATTERS BROUGHT BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF,
ALL PROXIES WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED
AS PROXIES. Abstentions and broker non-votes will count for purposes of
establishing a quorum but will not count as votes cast.
Any stockholder may revoke his proxy at any time prior to its exercise
by (i) attending the Annual Meeting and voting in person, (ii) filing written
notice of revocation with the Secretary of the Company prior to the Annual
Meeting, or (iii) duly executing and delivering a proxy bearing a later date to
the Secretary of the Company prior to the exercise of the proxy. Written notices
of revocation of a proxy should be addressed to: Professional Dental
Technologies, Inc., 633 Lawrence Street, Batesville, Arkansas 72501.
A quorum for the transaction of business at the Meeting consists of
holders of a majority of the outstanding shares of the Company's Common Stock
present in person or represented by proxy. In the event that less than a
majority of the outstanding shares are present at the Meeting, either in person
or by proxy, a majority of the shares so represented may vote to adjourn the
Meeting without further notice. Matters properly brought before the Meeting or
any adjournment thereof, must be approved by the affirmative vote of the holders
of a majority of the outstanding shares of Common Stock present in person or by
proxy and entitled to vote at the Meeting or any adjournment thereof.
<PAGE>
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
All voting rights are vested exclusively in the holders of the Common
Stock of the Company. Each stockholder is entitled to one vote for each share of
Common Stock owned on all matters brought to a vote of the stockholders.
Stockholders of record as of the close of business on January 31, 1998, are the
only stockholders who will be entitled to notice of and to vote at the meeting.
The Company had 14,100,000 shares of Common Stock outstanding on January 31,
1998, the record date for this solicitation of proxies. The Company has no other
class of equity securities outstanding.
The following table sets forth as of January 31, 1998, the beneficial
ownership of the Company's Common Stock, $0.01 par value, by all persons known
by the Company to own, beneficially or of record, more than five percent of the
Company's Common stock, by each director of the Company, by each of the officers
named in the Executive Compensation Table and by all officers and directors as a
group:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
------------------ -------------------- --------
William T. Evans 5,078,178 1/ 35.9%
P. O. Box 4129
Batesville, AR 72503
J. Robert Lemon 4,904,242 2/ 34.8%
P. O. Box 4129
Batesville, AR 72503
Robert E. Christian 310,400 2.2%
P. O. Box 4129
Batesville, AR 72503
Timothy A. Nolan 5,603,760 3/ 39.7%
P. O. Box 4129
Batesville, AR 72503
J. Philip Boesel, Jr. --- ---
1501 50th Street, Suite 350
West Des Moines, IA 50266
Michael S. Black --- ---
421 Broad Street
Lake Geneva, WI 53147
Frank H. Newton, III --- ---
633 Lawrence Street
Batesville, AR 72503
Directors and Officers as a group (8) 10,605,220 75.2%
persons
- ---------------
1/ Includes 4,211,360 shares held by a trust principally for the benefit of Mr.
Evans. Also includes 717,000 shares held in trust for the benefit of Mr. Evans'
mother and nephew for which he disclaims beneficial ownership.
2/ Includes 4,093,360 shares held by a trust principally for the benefit of Mr.
Lemon. Also includes 671,000 shares held in trust for the benefit of nephews and
nieces of Mr. Lemon for which he disclaims beneficial ownership. 3
3/ Includes 310,400 shares held by a trust for the benefit of Mr. Nolan. Also
includes 5,293,360 shares held as trustee, for which Mr. Nolan disclaims
beneficial ownership.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The terms of office of William T. Evans, J. Robert Lemon, Robert E.
Christian, Timothy A. Nolan, J. Philip Boesel, Jr., and Michael S. Black have
expired. Each has been nominated by the Company's Board of Directors for
re-election to the Board to serve for a one-year term.
Except as stated above, there are no arrangements or understanding
between the Company and any of the nominees pursuant to which any person has
been nominated as a director. If any nominee becomes unavailable for any reason,
the shares represented by the proxy will be voted for the person, if any, who is
designated by the Board of Directors to replace him. The Board of Directors has
no reason to believe that any nominee will be unavailable. Each nominee has
consented to be named and has indicated his intent to serve if elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR THE ELECTION OF MESSRS.
LEMON, EVANS, CHRISTIAN, NOLAN, BOESEL, AND
BLACK TO THE BOARD OF DIRECTORS
MANAGEMENT
The current directors and executive officers of the Company are as follows:
Director Current
Name Age Since Positions Held
- ---- --- ----- --------------
William T. Evans 55 1987 President, Chief Executive
Officer & Director
Robert E. Christian 36 1988 Executive Vice President,
Secretary/Treasurer &
Director
Frank H. Newton, III 57 --- Chief Operating Officer
Richard L. Land 52 --- Vice President, Controller
J. Robert Lemon 55 1987 Director
Timothy A. Nolan 44 1988 Director
J. Philip Boesel 65 1995 Director
Michael S. Black 46 1996 Director
William T. Evans became President and Chief Executive Officer of the
Company in February, 1996. Previously, he was the Executive Vice President and
Secretary, and has been a Director since 1987. Mr. Evans was an officer of
Dynavest Partnership, the original licensee for the Rota-dent product, from 1981
until its dissolution in December of 1992; and an officer of Multiway
Associates, a specialty nutrition company, since 1982. Mr. Evans is a cousin of
Timothy A. Nolan, a Director of the Company.
Robert E. Christian became Executive Vice President, Secretary and
Treasurer of the Company in February, 1996. Previously, he was the Senior Vice
President and Treasurer, and has been a Director since 1988. Mr. Christian has
been Vice President of Data Control and Computer Services for Multiway
Associates, a specialty nutrition company, since 1982.
<PAGE>
Frank H. Newton, III has been Chief Operating Officer of the Company
since February, 1993. Prior to joining the Company, Mr. Newton was President and
Chief Operating Officer of Scott Instruments Corporation, Denton, Texas, since
1988, and prior to that, President and Chief Executive Officer of AVM Systems,
Inc., Fort Worth, Texas, for six years.
Richard L. Land has been the Controller of the Company since June, 1996.
He was elected Vice President in March, 1997. Prior to that time, he served as
Controller of Darling Special Products, Inc., Caruthersville, Missouri, since
1990, and as General Accounting Manager of the Columbus Division of General Tire
and Rubber, Columbus, Mississippi, for four years. Mr. Land was awarded the CPA
Certificate by the state of Missouri in 1990.
J. Robert Lemon has been a director of the Company since 1987, and
served as its President from 1987 to 1996, when he resigned to devote full time
to other business interests. He continues to work with the Company as a
consultant. Mr. Lemon was an officer of Dynavest Partnership, the original
licensee for the Rota-dent product, from 1981 until its dissolution in December,
1992; and has been an officer of Multiway Associates, a specialty nutrition
company, since 1982.
Timothy A. Nolan has been a director of the Company since 1988. Mr.
Nolan has been Managing Director of Multiway Associates, a specialty nutrition
company, since 1987, and an officer and director of V. M. Nutri, Inc., a
specialty nutrition company, since 1989. He has been employed by V. M. Nutri
since 1982. Mr. Nolan is the cousin of William T. Evans.
J. Philip Boesel, Jr. has been a director of the Company since 1995. He
has been the First Vice President, Investment Banking of Kirkpatrick, Pettis,
Smith, Polian, Inc. since 1991. Kirkpatrick Pettis is a subsidiary of Mutual of
Omaha. Prior to this Mr. Boesel was the President of Robert G. Dickinson & Co.,
a regional investment banking firm, from 1971 through 1990, when the company was
sold. Mr. Boesel is a former Governor of the National Association of Securities
Dealers, and is currently a director of Dealers Lumber Company and Continental
Travel Associates. He holds a B.B.A. degree from the University of Wisconsin,
and a Masters degree in Business from Michigan State University.
Michael S. Black has been a director of the Company since 1996. He is a
partner in the firm of Smith & Black, CPA's and Consultants, since 1988. He
specializes in the areas of corporate information systems and corporate income
tax. Mr. Black holds a B.B.A degrees in Accounting and Finance from the
University of Wisconsin at Whitewater, and is a Certified Public Accountant.
During the fiscal year ended October 31, 1997, there were four meetings
of the Board of Directors. Each of the Directors attended all of the meetings.
The Company's Board of Directors has an audit committee consisting of
Messrs. Michael S. Black, J. Philip Boesel and Robert E. Christian. This
committee reviews the Company's financial statements and interacts with the
Company's independent accountants. The audit committee held two meetings in
1997, and each of the members attended all of the meetings.
COMPLIANCE WITH SECTION 16 (a) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the Company's Common Stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC") and the
American Stock Exchange (the "AMEX"), the exchange on which the Company's Common
Stock is listed for trading. Executive officers, directors and greater than ten
percent shareholders (collectively, the "Reporting Persons") are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
<PAGE>
Based solely on review of the copies of such forms furnished to the
Company, and representations by the Reporting Persons, the Company believes that
during the fiscal year ended October 31, 1997, all Section 16(a) filing
requirements applicable to the Reporting Persons were met.
Transactions with Management
- ----------------------------
The Company performs commercial printing services for Life Plus, a
partnership ("Partnership") engaged in the distribution of specialty nutrition
and other health-related products. Messrs. Evans, Christian, Lemon and Nolan,
all of whom are officers and/or directors of the Company, are beneficiaries of
trusts which are partners in the Partnership. Messrs. Lemon and Nolan are
employed by and are officers of the Partnership. During 1997, the Company billed
Life Plus $729,000 for printing services. Commercial market rates are charged
for these printing services, based on arms-length negotiation between the
parties. Payment terms are standard for the trade. As of October 31, 1997, Life
Plus' payment status is current with regard to receivables owed the Company.
As of October 31, 1997, the Company had made loans to Mr. Christian
totaling $44,500. Payments are current.
COMPENSATION OF DIRECTORS
AND EXECUTIVE OFFICERS
Officers who were also Directors were not separately compensated for serving as
Directors in 1997.
The following table sets forth the compensation paid to William T. Evans,
President, and the other executive officers whose cash compensation exceeded
$100,000 during the fiscal year ended October 31, 1997.
<TABLE>
<CAPTION>
BONUS
(YEAR OPTIONS ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY EARNED) SARS (#) COMPENSATION
- ------------------------- ---- ------ ------- -------- ------------
<S> <C> <C> <C> <C> <C>
William T. Evans 1997 140,000 4/ -0- -0- -0-
President & Chief 1996 140,000 -0- -0- -0-
Executive Officer 1995 140,000 -0- -0- -0-
Frank H. Newton, III 1997 125,000 -0- -0- -0-
Chief Operating Officer 1996 125,000 -0- -0- -0-
1995 125,000 -0- -0- -0-
</TABLE>
4/ The Company also provides certain of its senior executive officers with
certain personal benefits. The Company believes that the individual and
aggregate amount of such benefits does not exceed, in the case of any named
individual, the lessor of $50,000 or 10% of the reported cash compensation for
such individual.
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
PERCENT OF TOTAL
OPTIONS/SARS EXERCISE
GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH.) DATE
---- ----------- -------------- ------- ----
<S> <C> <C> <C> <C>
William T. Evans -0- -0- -0- -0-
President & Chief
Executive Officer
Robert E. Christian -0- -0- -0- -0-
Executive Vice
President
Frank H. Newton, III -0- -0- -0- -0-
Chief Operating
Officer
Richard L. Land 25,000 3.8% $0.5625 12/29/06
Vice President,
Controller
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND F/Y-END OPTION/SAR VALUES
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR END (#) YEAR-END ($)
SHARES VALUE ------------ ------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) $ UNEXERCISED UNEXERCISED
- ---- ------------ - ----------- -----------
William T. Evans -0- -0- -0- -0-
Robert E. Christian -0- -0- -0- -0-
Frank H. Newton, III -0- -0- 0/100,000 0/0
Richard L. Land -0- -0- 0/25,000 0/$7,812
</TABLE>
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have presented at the next
Annual Meeting of Stockholders of the Company and included in the Company's
Proxy Statement and proxy to be used in connection with such meeting must be
received at the main office of the Company, 633 Lawrence Street, Batesville,
Arkansas 72501, no later than December 31, 1998. If such proposal is in
compliance with all of the requirements of Rule 14a-8 of the Securities Exchange
Act of 1934, as amended, it will be included in the Proxy Statement and set
forth on the form of proxy issued for the next Annual Meeting of Stockholders.
It is urged that any such proposals be sent by certified mail, return receipt
requested.
<PAGE>
INDEPENDENT ACCOUNTANTS
On June 5, 1997, the Audit Committee and the full Board of Directors of
the Company unanimously agreed to replace Silverman Olson Thorvilson & Kaufmann
LTD ("SOTK") as the Company's independent auditor.
None of the reports of SOTK on the financial statements of the Company
for either of the past two fiscal years contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles. During the Company's two most recent fiscal
years and the subsequent interim period preceding the replacement of SOTK, there
were no disagreement(s) with SOTK on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreement(s), if not resolved to the satisfaction of SOTK, would have caused
it to make reference to the subject matter of the disagreement(s) in connection
with its report. None of the reportable events listed in Item 304 (a) (1) (v) of
Regulation S-K occurred with respect to the Company during the Company's two
most recent fiscal years and the subsequent interim period preceding the
replacement of SOTK.
On June 20, 1997, the Company engaged Deloitte & Touche LLP as its
independent auditor. During the Company's two most recent fiscal years and the
subsequent interim period preceding the engagement of Deloitte & Touche, neither
the Company nor anyone on its behalf consulted Deloitte & Touche regarding the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company's financial statements, and no written or oral advice concerning same
was provided to the Company that was an important factor considered by the
Company in reaching a decision as to any accounting, auditing or financial
reporting issues.
The Company has determined to continue to retain Deloitte & Touche LLP
to serve as independence public accountants for fiscal 1998. The Company does
not expect that a representative of its accounting firm will attend the Annual
Meeting.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than those matters described above in this Proxy Statement. If
other matters should properly come before the Annual Meeting, however, it is
intended that the proxies solicited hereby will be voted with respect to those
other matters in accordance with judgment of the persons voting the proxies.
ANNUAL REPORTS
The Company's Annual Report to Stockholders for the fiscal year ended
October 31, 1997, has been included in the mailing of the Proxy Statement.
Additional copies of the Annual Report may be obtained by calling the Company at
(800) 228-5595.
Upon receipt of a written request, the Company also will furnish to any
stockholder, without charge, a copy of the Company's Annual Report on Form
10-KSB for 1997 required to be filed with the SEC under the Exchange Act. Upon
written request and payment of a copying charge of 10 cents per page, the
Company will also furnish to any stockholder a copy of the exhibits to the Form
10-KSB Annual Report. Such written requests should be directed to Investor
Relations at 633 Lawrence Street, Batesville, Arkansas 72501.
By Order of the Board of Directors,
/s/ Robert E. Christian
- -------------------------------
Robert E. Christian
Secretary
February 9, 1998.
<PAGE>
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, PROFESSIONAL DENTAL
TECHNOLOGIES, INC. KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned
shareholder of Professional Dental Technologies, Inc., do hereby nominate,
constitute and appoint William T. Evans and Frank H. Newton, III, or either one
of them, my true and lawful attorney(s) with full power of substitution for me
and in my name, place and stead, to vote all of the Common Stock of said
Corporation standing in my name on its books at the close of business on January
30, 1998 at the Annual Meeting of Shareholders thereof, to be held at
Professional Dental Technologies, 2410 Harrison St., Batesville, Arkansas 72501,
on March 17, 1998 at 10:00 a.m. at any adjournment thereof, with all the powers
the undersigned would possess if personally present, as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1) ELECTION OF DIRECTORS: ______________FOR the nominees listed below (except __________WITHHOLD AUTHORITY
as marked to the contrary below) to vote for all listed nominees
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH NOMINEE'S NAME IN THE LIST BELOW.
FOR DIRECTOR
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
William T. Evans J. Robert Lemon Robert E. Christian Timothy A. Nolan J. Philip Boesel, Jr. Michael S. Black
</TABLE>
IN RESPECT OF OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF, THIS PROXY SHALL BE VOTED AS THE BOARD OF DIRECTORS MAY
RECOMMEND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE. THE PROXY, WHEN PROPERLY
EXERCISED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSAL 1. IF OTHER MATTERS
PROPERLY COME BEFORE SAID MEETING, OR ANY NOMINEE FOR DIRECTOR BECOMES
UNAVAILABLE FOR ELECTION, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE BOARD
OF DIRECTORS' RECOMMENDATIONS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSAL 1.
NOTE: PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY AS SOON AS POSSIBLE.
DATED: ____________________________
___________________________________
Signature of Shareholder
___________________________________
Signature of Shareholder
