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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) July 23, 1999
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PROFESSIONAL DENTAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 1-11032
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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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<PAGE>
Item 5. Other Events.
On July 23, 1999, Professional Dental Technologies, Inc., a Nevada
corporation ("Company"), issued a press release announcing that the date of the
Company's special meeting, at which shareholders of record of August 2, 1999
will vote on a proposed amendment to the Company's Certificate of Incorporation,
will be held on September 21, 1999. 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 July 23, 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: July 23, 1999
Professional Dental Technologies, Inc.
By: /s/ Richard L. Land
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Name: Richard L. Land
Title: Vice President-Finance
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<PAGE>
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 July 23, 1999.
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: RHONDA GRADY/RICK LAND
870-698-2300
DENTAL COMPANY SETS SPECIAL MEETING DATE
Batesville, AR, July 23, 1999 (AMEX--PRO). Professional Dental
Technologies, Inc., announced in April its intention 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 will 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 proposes 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 will be purchased from the holders thereof at the rate of $6,500 per whole
share of New Common Stock.
As a result of the proposed 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 upon
consummation of the transaction. 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.
A special meeting of the stockholders of the Company to consider and vote
upon the proposed amendment has been set for 10:00 a.m., Tuesday, September 21,
1999. The meeting will be held at the Company's facility in Batesville.
The Company anticipates filing final disclosure statements with the SEC by
month's end which will be available for review at the Commission's website.
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.
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