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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMERICAN DENTAL TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
025352105
(CUSIP Number)
PETER M. HOSINSKI, ESQ.,
BECKER, GLYNN, MELAMED & MUFFLY LLP,
299 PARK AVE., NY, NY 10171 (212) 888-3033
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
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* This Amendment No. 2 is the first electronic amendment to a paper format
Schedule 13D and, pursuant to Rule 13d-2(c), restates the entire text of the
Schedule 13D as amended hereby. New information provided pursuant to this
Amendment is set forth in italics herein.
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SCHEDULE 13D
CUSIP No. 025352105 Page 1 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Denics Co., Ltd. d/b/a Dental Innovate Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Conversion of shares held by reporting person in Texas Airsonics,
Inc. pursuant to merger of such company into a subsidiary of the
issuer.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,689,055
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,689,055
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,689,055
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer.
This statement relates to the Common Stock of American Dental Technologies,
Inc. ("ADT"). The address of ADT's principal executive office is:
American Dental Technologies, Inc.
2600 West Big Beaver Road
Suite 410
Troy, Michigan 48084
Item 2. Identity and Background.
(a) The person filing this statement is Denics Co., Ltd., d/b/a Dental
Innovate Corporation, a limited liability company (kabushiki kaisha)
organized in Japan ("Registrant").
The names and titles of Registrant's executive officers and directors
are:
Kengo Iwai
Representative Director and President
Shingo Sasaki
Representative Director
Eisuke Yamaguchi
Executive Director
Sasaki Co., Ltd., a limited liability company (kabushiki kaisha)
organized in Japan ("Sasaki"), owns 51% of the issued and outstanding
capital stock of Registrant.
The names and titles of Sasaki's executive officers and directors are:
Shohei Oguri
Representative Director and President
Fumio Takahashi
Representative Director and Executive Director
Hiroichi Kato
Executive Director
Shingo Sasaki
Executive Director
Kengo Iwai
Executive Director
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Hayao Hasegawa
Managing Director
Masatoshi Shibaya
Managing Director
Shunichi Nawa
Director
Hiroshi Toyoshima
Director
Keishi Tokoro
Director
Mitsuo Saji
Director
Takeshi Tanaka
Director
Yoshio Sasaki
Director
(b) Registrant's principal business address and the address of its
principal office are both as follows:
Denics Co., Ltd.
Yotsuya Y's Bldg.
7-6, Honshio-cho
Shinjuku-ku, Tokyo, Japan
The addresses of Registrant's executive officers and directors are as
follows:
Kengo Iwai
40-30, Nakano 3-chome
Nakano-ku, Tokyo, Japan
Shingo Sasaki
5-9, Minami Magome 4-chome
Ota-ku, Tokyo, Japan
Eisuke Yamaguchi
21-14, Miyamae 3-chome
Suginami-ku, Tokyo, Japan
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Sasaki's principal business address is as follows:
Sasaki Co., Ltd.
Sasaki Bldg.
26-4, Hongo 3-chome
Bunkyo-ku, Tokyo, Japan
The addresses of Sasaki's executive officers and directors are as
follows:
Shohei Oguri
15-12, Oike-cho
Toyohashi, Aichi, Japan
Fumio Takahashi
1-4, Nakaiwata 3-chome
Toyohashi, Aichi, Japan
Hiroichi Kato
559, Yagotoyama
Tampaku-ku, Nagoya, Japan
Shingo Sasaki
5-9, Minami Magome 4-chome
Ota-ku, Tokyo, Japan
Kengo Iwai
40-30, Nakano 3-chome
Nakano-ku, Tokyo, Japan
Hayao Hasegawa
28-10, Aza Sugaishi
Hamamichi-cho, Toyohashi
Aichi, Japan
Masatoshi Shibaya
13-23, Dodonishi-machi
Okazaki, Aichi, Japan
Shunichi Nawa
12-4, Aza Hobosakai
Oka-machi, Okazaki
Aichi, Japan
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Hiroshi Toyoshima
377-23, Nishi Kanenoi
Showa-cho, Kita Katsushika-gun
Saitama, Japan
Keishi Tokoro
5-1-11-702, Nanko Naka,
Suminoe-ku, Osaka, Japan
Mitsuo Saji
1-19-3-1111, Koriyama
Taihaku-ku, Sendai
Miyagi, Japan
Takeshi Tanaka
3-24-4-506, Sanno-cho
Minami-ku, Yokohama, Japan
Yoshio Sasaki
2-4-39, Johoku
Shizuoka, Shizuoka, Japan
(c) Registrant's principal business is to import, export, sell and
lease medical instruments, devices, supplies and books.
Sasaki's prinicpal business is the distribution and sale of dental
equipment in Japan.
The principal occupations of each of the executive officers and
directors listed under Item 2(b) above are as follows:
Kengo Iwai: Director of Registrant
Eisuki Yamaguchi: Director of Registrant
Shingo Sasaki: Director of Sasaki
Shohei Oguri: Director of Sasaki
Fumio Takahashi: Director of Sasaki
Hiroichi Kato: Director of Sasaki
Hayao Hasegawa: Director of Sasaki
Masatoshi Shibaya: Director of Sasaki
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Shunichi Nawa: Director of Sasaki
Hiroshi Toyoshima: Director of Sasaki
Keishi Tokoro: Director of Sasaki
Mitsuo Saji: Director of Sasaki
Takeshi Tanaka: Director of Sasaki
Yoshio Sasaki: Director of Sasaki
(d) Neither Registrant or Sasaki nor any executive officer or director
of either of them has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Registrant or Sasaki nor any executive officer or director
of either of them was, during the last five years, party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Each of the directors and officers of Registrant and Sasaki listed
under Item 2(b) above is a citizen of Japan.
Item 3. Source and Amount of Funds or Other Consideration.
The common stock of ADT acquired by Registrant and reported hereunder was
acquired pursuant to the merger of Texas Airsonics Inc. ("Texas Air") into a new
wholly-owned subsidiary of ADT. As a result of the merger, common stock of Texas
Air held by Registrant was converted into 828,815 shares of common stock of ADT.
None of the other persons identified in Item 2 has acquired any securities
of ADT.
Item 4. Purpose of Transaction.
Registrant and ADT have an ongoing business relationship, and Registrant is
the sole distributor for ADT's line of laser technology products in Japan. As a
shareholder of Texas Air, as a result of the merger described in Item 3 above
Registrant acquired the additional shares of common stock of ADT.
Neither Registrant nor any other person listed in response to Item 2 above
has any intention at this time to make any further equity investment in ADT,
although it is possible that Registrant may consider doing so depending on,
among other things, future financial conditions and business developments.
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Neither Registrant nor any other person listed in Item 2 above has any
plans or proposals which relate to or would result in any of the actions or
occurrences described in subitems (a) through (j) set forth under Item 4 in the
instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of the common stock of ADT
beneficially owned by Registrant is 1,689,055 (the "Securities"). Based
upon information supplied by ADT, the Securities represent 6.2% of the
aggregate issued and outstanding shares of common stock of ADT.
None of the other persons listed in Item 2 above beneficially owns,
and none of such persons and Registrant are members of a "group" (within
the meaning of Section 13(d)(3) of the Securities Exchange Act) which
beneficially owns, any securities issued by ADT.
(b) Registrant has the sole power to vote or to direct the vote of,
and the sole power to dispose or direct the disposition of, the Securities.
(c) There have not been any transactions with respect to the common
stock of ADT effected within the past sixty days by Registrant, other than
the acquisition of the Securities.
(d) There is not any person other than Registrant who has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Other than the Loan Agreement described under Items 3 and 4 of Registrant's
original filing pursuant to Schedule 13D (pursuant to which Registrant loaned
funds to ADT for the purpose of working capital) and accompanying documents,
there are not any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or between such persons
and any person with respect to any securities of ADT, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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Signature
After reasonable 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.
Date: August 12, 1996 /s/ Eisuke Yamaguchi
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Signature
Executive Director
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Name/Title
