SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT NO. 4 TO
RULE 13E-3
TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act
of 1934 and Rule 13e-3 (Section 240.13e-3) thereunder.)
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
(Name of Issuer)
PROFESSIONAL DENTAL TECHNOLOGIES, INC.
WILLIAM T. EVANS, J. ROBERT LEMON, AND TIMOTHY A. NOLAN
(Name of Persons Filing Statement)
Common Stock,
$0.01 par value
(Title of Class of Securities)
74312H100
(CUSIP Number of Class of Securities)
Frank H. Newton, III Thomas F. Cooney, III, Esquire
Professional Dental Technologies, Inc. Kirkpatrick & Lockhart, LLP
633 Lawrence Street 1800 Massachusetts Avenue N.W.
Batesville, Arkansas 72501 2nd Floor
870-698-2300 Washington, D.C. 20036-1800
202-778-9076
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement subject
to Regulation 14A (17 CFR 240.14a-1 to 240.14b-1), Regulation 14C (17 CFR
240.14c-1 to 240.14c-101) or Rule 13e-3(c) (Sec. 240.13e-3(c)) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
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Calculation of Filing Fee
- --------------------------------------------------------------------------------
TRANSACTION VALUE AMOUNT OF FILING FEE*
- --------------------------------------------------------------------------------
$650,000.00 $130.00
- --------------------------------------------------------------------------------
* Fee based on 1/50th of 1% of the anticipated purchase price of
fractional shares resulting from the proposed reverse stock split.
[X] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $130.
Form or Registration Number: SC13E3
Filing Party: Professional Dental Technologies, Inc.
Date Filed: 4/22/99
<PAGE>
ITEM 16. ADDITIONAL INFORMATION.
On September 21, 1999, the shareholders of Professional Dental
Technologies, Inc. ("Company") approved the proposed amendment to the Company's
Articles of Incorporation that reduces the number of authorized shares of Common
Stock of the Company to 3,000 shares and increases the par value of each share
to $100 by effecting a reverse split of the Company's Common Stock, par value
$.01. 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 transaction, the number of record shareholders has
been reduced from approximately 950 to less than 50, thereby terminating the
Company's obligation to file periodic reports with the Securities and Exchange
Commission ("SEC"). Accordingly, the Company has filed Form 15 with the SEC,
suspending immediately its duty to file periodic reports with the SEC pursuant
to Section 15(d) of the Exchange Act of 1934. The stock also was de-listed by
the American Stock Exchange, and trading was suspended on September 22, 1999.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
10/5/99 /s/ William T. Evans
- ----------------------------- ----------------------------------
(Date) William T. Evans
President, CEO, Director,
Controlling Person
10/5/99 /s/ J. Robert Lemon
- ----------------------------- ----------------------------------
(Date) J. Robert Lemon
Director, Controlling Person
10/5/99 /s/ Timothy A. Nolan
- ----------------------------- ----------------------------------
(Date) Timothy A. Nolan
Director, Controlling Person
