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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 (Date of earliest event reported) SEPTEMBER 21, 1999
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 1-11032
NEVADA 71-0644350
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(State or other jurisdiction of incorporation) (IRS Employer 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:
(870) 698-2300
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On September 21, 1999, Professional Dental Technologies, Inc., a Nevada
corporation ("Company"), issued a press release announcing that on that day the
Company had held a special meeting at which shareholders of record of August 2,
1999 approved a proposed amendment to the Company's Certificate of Incorporation
that reduces the number of authorized shares of Common Stock of the Company to
3,000 shares and causes the Company to be de-listed by the American Stock
Exchange. The press release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed with or incorporated by
reference in this Form 8-K:
EXHIBIT DESCRIPTION
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99.1 Press Release, dated September 21, 1999.
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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 thereunto duly authorized.
Dated: September 21, 1999
Professional Dental Technologies, Inc.
By: /s/ Frank H. Newton, III
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Name: Frank H. Newton, III
Title: Chief Operating Officer
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EXHIBIT INDEX
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(c) Exhibits. The following exhibit is filed with or incorporated by
reference in this Form 8-K:
EXHIBIT DESCRIPTION
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99.1 Press Release, dated September 21, 1999.
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PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: FRANK NEWTON/RHONDA GRADY
870-698-2300
DENTAL COMPANY HOLDS SPECIAL MEETING
Batesville, AR, September 21, 1999 (AMEX--PRO). Professional Dental
Technologies, Inc., today held a special meeting to put to the vote of its
shareholders of record of August 2, 1999, a proposed amendment to the Company's
Certificate of Incorporation that would reduce the number of authorized shares
of Common Stock of the Company to 3,000 shares and increase the par value of
each share to $100 by affecting a reverse split of the Company's Common Stock,
par value $.01. The Board of Directors proposed a reverse split of the Common
Stock in the ratio of 10,000 shares of "Old (pre-split) Common Stock" to 1 share
of "New (post-split) Common Stock"; the par value of the New Common Stock would
be adjusted to $100 per share. Any fractional shares of Common Stock resulting
from the reverse stock split would be purchased from the holders thereof at the
rate of $6,500 per whole share of New Common Stock.
The vote was overwhelmingly favorable with 98% of the votes cast being
"for" the adoption of the proposed amendment.
As a result of the transaction, the Company anticipates that the number of
record shareholders will be reduced from approximately 950 to less than 50,
thereby terminating the Company's obligation to file periodic reports with the
Securities and Exchange Commission. The Company intends to terminate the
registration of the New Common Stock with the SEC immediately. The stock will
also be de-listed by the American Stock Exchange, and trading will be suspended
upon the effective date of the amendment, on or about September 22, 1999.
Professional Dental Technologies, Inc., is principally engaged in the
business of designing, manufacturing, and selling products to dental
professionals, which are used for the diagnosis, treatment, and prevention of
periodontal and other dental diseases.
END
