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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) April 19, 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 April 19, 1999, Professional Dental Technologies, Inc., a Nevada
corporation ("Company"), issued a press release regarding the Company's
intention to engage in a going-private transaction. 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 April 16, 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: April 20, 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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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 April 16, 1999.
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: RICK LAND/FRANK NEWTON
870-698-2300
DENTAL COMPANY ANNOUNCES "GOING PRIVATE" TRANSACTION
Batesville, AR, April 16, 1999 (AMEX--PRO). Professional Dental
Technologies, Inc., today announced its intention to put to the vote of its
shareholders of record of April 30, 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 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 947 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 undergo a de-listing with the American
Stock Exchange, and trading will be suspended upon the effective date of the
amendment.
A special meeting of the stockholders of the Company to consider and vote
upon the proposed amendment will be announced at a later date. The meeting will
be held at the Company's facility in Batesville.
The Company anticipates filing preliminary disclosure statements with the
SEC within the next week 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.
