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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): August 5, 1998
AMERICAN DENTAL TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in its charter)
Commission File No: 0-19195
Delaware 38-2905258
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
18860 West Ten Mile Road 48075
Southfield, Michigan
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(248) 395-3900
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective August 1, 1998, American Dental Technologies, Inc. ("American
Dental") purchased the common stock of Dental Vision Direct, Inc. ("DVD"). The
acquisition was effected pursuant to the Stock Purchase Agreement, dated as of
August 5, 1998, which was the result of negotiations between the representatives
of American Dental and Ultrak, Inc. ("Ultrak"), the sole shareholder of DVD.
On August 1, 1998, the effective date of the purchase, pursuant to the
Stock Purchase Agreement, American Dental agreed to pay $3 million cash plus a
promissory note for $3.9 million, due in 60 days with interest at 8% and secured
by the acquired DVD stock, plus warrants to purchase 600,000 of American
Dental's common stock at $5.50 per share, exercisable after two and one-half
years in exchange for the issued and outstanding DVD stock. The cash portion of
the purchase price was paid from cash on hand, and American Dental plans to
increase the size of its line of credit to finance the repayment of the
promissory note. The tangible assets of DVD acquired by American Dental consist
primarily of inventory, prepaid expenses and property and equipment located in
San Clemente, California and Lewisville, Texas used in the manufacture of DVD's
intraoral camera and related products. American Dental intends to relocate the
manufacturing from San Clemente, California to its ISO9001 manufacturing
facility in Texas by the end of 1998 and to continue using such assets to
manufacture such products.
Prior to the acquisition described above, there was no material
relationship between (i) Ultrak or DVD and (ii) American Dental or any of its
affiliates, any director or officer of American Dental or any associate of any
such director or officer.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION and EXHIBITS
(a) Financial Statements of Business Acquired
It is impractical to provide the required financial statements of the
business acquired with this filing. Such information will be filed by an
amendment to this initial report on Form 8-K no later than sixty days from the
date hereof.
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial
information of the business acquired with this filing. Such information will be
filed by an amendment to this initial report on Form 8-K no later than sixty
days from the date hereof.
(c) Exhibits
2.1 Stock Purchase Agreement, dated August 5, 1998, between
American Dental Technologies, Inc. and Ultrak, Inc. is
incorporated by reference to Exhibit 10.56 to the Form
10-Q for the quarter ended June 30, 1998.
4.13 Nontransferable Common Stock Purchase Warrant, dated
August 5,1998, 540,000 shares
4.14 Nontransferable Common Stock Purchase Warrant, dated
August 5, 1998, 60,000 shares
4.15 Promissory Note to Ultrak, Inc. dated August 5, 1998
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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 hereunto duly authorized.
AMERICAN DENTAL TECHNOLOGIES, INC.
(Registrant)
/S/ Ben J. Gallant
Ben J. Gallant
President and Chief Executive Officer
Dated: August 20, 1998
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Exhibit Index
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Exhibit No. Description
2.1 Stock Purchase Agreement, dated August 5, 1998, between
American Dental Technologies, Inc. and Ultrak, Inc. is
incorporated by reference to Exhibit 10.56 to the Form 10-Q
for the quarter ended June 30, 1998.
4.13 Nontransferable Common Stock Purchase Warrant, dated
August 5, 1998, 540,000 shares
4.14 Nontransferable Common Stock Purchase Warrant, dated
August 5, 1998, 60,000 shares
4.15 Promissory Note to Ultrak, Inc. dated August 5, 1998
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EXHIBIT 4.13
Warrant No. 98-001
Expiration Date: July 31, 2003
NON-TRANSFERABLE COMMON STOCK PURCHASE WARRANT
1. This is to certify that, for value received, the registered holder
named on the signature page (the "Holder"), is entitled for a period commencing
two and one-half years after the date hereof and ending on the Expiration Date,
subject to the terms and conditions herein set forth, to purchase from American
Dental Technologies, Inc. (the "Company") the number of shares of the Company's
common stock ("Common Stock") set forth below the Holder's name on the signature
page hereof at a purchase price of $5.50 per share of Common Stock (the
"Purchase Price Per Share").
2(a). Other than as specified below, this Warrant is non-transferable and
may be exercised in whole or in part only by the Holder by written certified or
registered mail notice to the Company accompanied by the surrendered Warrant and
payment of the purchase price in certified or bank funds for the number of
shares so purchased. If this Warrant is exercised in part only, then the Company
shall execute and deliver a new Warrant evidencing the rights of the Holder to
purchase the remaining number of shares purchasable hereunder.
(b). This Warrant may be exercised only by the Holder and may not be
transferred other than by will, laws of descent and distribution, a qualified
domestic relations order, or upon the prior written consent of Company. Any
attempted assignment, transfer, pledge or other disposition of this Warrant
other than as provided herein, shall be void and of no effect.
3. Within five business days of receipt of notice of exercise of this
Warrant as above provided, the Company shall cause to be issued in the name of
and delivered to the Holder a certificate or certificates for the shares of
Common Stock so purchased; provided, however, notwithstanding anything to the
contrary in this Warrant, the Holder shall be deemed to be the owner of all
shares of Common Stock for which, and on the last date that, the Holder gives
notice of exercise, surrenders this Warrant, and pays the purchase price for
such shares pursuant to the notice of exercise. The Company covenants and agrees
that all shares of Common Stock which may be delivered upon exercise of this
Warrant will, upon delivery, be fully paid and non-assessable. The Company
agrees at all times to reserve and hold available a sufficient number of
authorized shares of Common Stock to cover the number of shares issuable upon
the full exercise of this Warrant.
4(a). If the Company at any time shall, by subdivision, combination or
reclassification of securities, by merger, by share exchange or otherwise,
change or permit to be changed any of the securities to which purchase rights
under this Warrant exist into the same or a different number of securities of
any class or classes, then this Warrant shall thereafter permit the Holder to
acquire such number and kind of securities and/or other consideration as would
have been issuable as the result of such change as if this Warrant had been
exercised immediately prior to such subdivision, combination, reclassification,
merger, share exchange or other change. In case the shares of Common Stock at
any time outstanding shall be subdivided into a greater number of shares, or
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combined into a lesser number of shares, then each share of Common Stock
purchasable under this Warrant shall be replaced for the purposes hereof by the
number of the subdivided or consolidated shares, as the case may be, issued in
substitution for each one share of Common Stock then issued and outstanding; and
in case at any time the Company shall issue any additional shares of Common
Stock as a stock dividend, then the shares purchasable under this Warrant shall
be increased in the same ratio as the then outstanding Common Stock was
increased by such stock dividend, and the Purchase Price Per Share
correspondingly decreased. No fractional shares will be issued and in lieu
thereof the Holder will receive an amount of cash equal to the closing sale
price of the Common Stock as reported by Nasdaq on the last trading day before
the exercise date multiplied by the fractional share to which the Holder would
otherwise be entitled.
(b). The Company will at all times in good faith assist in carrying out
the terms of this Warrant to protect the rights of the Holder against dilution
as provided herein.
5. Neither this Warrant nor the shares issuable upon exercise of this
Warrant have been registered under the Securities Act of 1933, as amended (the
"Act"), or any applicable state "Blue Sky" laws. By acceptance of this Warrant,
the Holder represents and warrants to the Company that the Holder will not
offer, distribute, sell, transfer or otherwise dispose of the shares received
upon exercise of this Warrant except pursuant to (i) an effective registration
statement under the Act and any applicable Blue Sky laws with respect thereto;
(ii) an opinion, reasonably satisfactory to the Company, addressed to the
Company, from counsel reasonably satisfactory to the Company, that such
offering, distribution, sale, transfer or disposition is exempt from
registration under the Act and any applicable Blue Sky laws; or (iii) a letter
from the staff of the Securities and Exchange Commission ("SEC") or any state
securities commissioner, as the case may be, to the effect that it will
recommend that no action be taken with respect to such transaction. The Holder
agrees, by acceptance of this Warrant, to execute any and all documents
reasonably deemed necessary by the Company and required by the regulatory
authority of any state in connection with any public offering of the shares
underlying this Warrant.
6(a). The Company agrees to use its best efforts to file a registration
statement providing for the sale by the Holder of shares of Common Stock
acquired upon exercise of this Warrant, and to use its reasonable best efforts
to cause each such registration statement to be declared effective by the SEC
and to continue to be effective until the second anniversary of the effective
date thereof or until such shares may be fully sold pursuant to Rule 144(k)
under the Act, whichever occurs earlier. The Holder agrees to pay the
registration costs, up to a maximum of $50,000, to register the Holder's shares
of the Common Stock (with any additional costs of registration payable by the
Company). In addition, the Holder shall have the unlimited right to register the
Holder's shares of Common Stock as a piggyback registration following the
initial two and one-half year holding period at no additional cost to the Holder
in connection with any such piggyback registration. The Company's obligation to
register shares on behalf of the Holder shall be conditional upon the Company's
receipt from the Holder in writing, at least three business days prior to the
date of such registration statement filing, of (i) all information reasonably
requested by the Company and necessary under applicable law in connection with
the preparation of such registration statement, and
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(ii) an undertaking by the Holder to (a) indemnify the Company and its
directors, officers and affiliates for all claims, damages, liabilities and
expenses incurred by them arising out of or based upon any untrue statement or
omission, or alleged untrue statement or omission, made in such registration
statement or prospectus in reliance upon information furnished to the Company in
writing by the Holder specifically for use therein and (b) temporarily cease
making sales of shares registered under such registration statement upon receipt
of written notice from the Company, if the Company determines, in good faith,
that the use of the prospectus included in such registration statement would
require the disclosure of material, non-public information which would
irreparably and materially harm the Company or the disclosure of which would be
reasonably likely (in the good faith determination of the Company's Board of
Directors) to prevent the Company from consummating a material transaction,
until the receipt of a further notice from the Company that sales may resume
under the registration statement (and the Company covenants to give prompt
written notice to the Holder to allow additional sales as soon as possible). The
Company shall not be required to file a demand registration statement if, on the
applicable filing date thereof, (i) the number of shares to be registered by
such registration statement is less than 250,000 shares (which number of shares
shall be adjusted in the case of a share combination or reverse stock split),
and (ii) the Company has determined, in good faith, as of such date that the
filing of such registration statement would require the disclosure of material
non-public information which would irreparably and materially harm the Company
or the disclosure of which would be reasonably likely (in the good faith
determination of the Company's Board of Directors) to prevent the Company from
consummating a material transaction; provided, that in the case of (ii), the
Company shall be required to file such registration statement as soon as
practicable after it has determined that such disclosure would no longer be
required or the Company would no longer be prevented from consummating such
material transaction.
(b). The Company will indemnify the Holder for all claims, damages,
liabilities and expenses incurred by the Holder arising out of or based upon any
untrue statement or omission, or alleged untrue statement or omission, made in
any registration statement or prospectus used in connection with a registered
sale by the Holder hereunder to the extent the statement or omission does not
result from information furnished in writing by the Holder.
7. The Holder of this Warrant shall not be entitled to vote or receive
dividends nor be deemed the owner of Common Stock of the Company for any
purpose, nor shall anything contained herein be construed to confer upon the
Holder of this Warrant, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action
(whether upon any recapitalization, issue of stock, reclassification of the
stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, until this
Warrant shall have been validly exercised as provided above.
8. If this Warrant shall be mutilated, lost, stolen or destroyed, then
the Company shall promptly issue a new Warrant of like date, tenor, and
denomination and deliver the same in exchange and substitution for and upon
surrender and cancellation of any mutilated Warrant, or in lieu of any lost,
stolen or destroyed Warrant, upon receipt of an indemnity agreement or bond
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reasonably satisfactory to the Company; provided, however, the Company agrees to
use its best efforts to cause the Company's transfer agent to accept the
Holder's indemnity agreement without requiring a bond.
This Warrant issued this 5th day of August, 1998
AMERICAN DENTAL TECHNOLOGIES, INC.
By:
Ben J. Gallant, President
Registered Holder:
ULTRAK, INC.
Registered Holder's Address:
1301 Waters Ridge Drive
Lewisville, Texas 75057
Fax No.: 972-353-6513
Attn: George K. Broady
Number of Shares: 540,000
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EXHIBIT 4.14
Warrant No. 98-001
Expiration Date: July 31, 2003
NON-TRANSFERABLE COMMON STOCK PURCHASE WARRANT
1. This is to certify that, for value received, the registered holder
named on the signature page (the "Holder"), is entitled for a period commencing
two and one-half years after the date hereof and ending on the Expiration Date,
subject to the terms and conditions herein set forth, to purchase from American
Dental Technologies, Inc. (the "Company") the number of shares of the Company's
common stock ("Common Stock") set forth below the Holder's name on the signature
page hereof at a purchase price of $5.50 per share of Common Stock (the
"Purchase Price Per Share").
2(a). Other than as specified below, this Warrant is non-transferable
and may be exercised in whole or in part only by the Holder by written certified
or registered mail notice to the Company accompanied by the surrendered Warrant
and payment of the purchase price in certified or bank funds for the number of
shares so purchased. If this Warrant is exercised in part only, then the Company
shall execute and deliver a new Warrant evidencing the rights of the Holder to
purchase the remaining number of shares purchasable hereunder.
(b). This Warrant may be exercised only by the Holder and may not be
transferred other than by will, laws of descent and distribution, a qualified
domestic relations order, or upon the prior written consent of Company. Any
attempted assignment, transfer, pledge or other disposition of this Warrant
other than as provided herein, shall be void and of no effect.
3. Within five business days of receipt of notice of exercise of this
Warrant as above provided, the Company shall cause to be issued in the name of
and delivered to the Holder a certificate or certificates for the shares of
Common Stock so purchased; provided, however, notwithstanding anything to the
contrary in this Warrant, the Holder shall be deemed to be the owner of all
shares of Common Stock for which, and on the last date that, the Holder gives
notice of exercise, surrenders this Warrant, and pays the purchase price for
such shares pursuant to the notice of exercise. The Company covenants and agrees
that all shares of Common Stock which may be delivered upon exercise of this
Warrant will, upon delivery, be fully paid and non-assessable. The Company
agrees at all times to reserve and hold available a sufficient number of
authorized shares of Common Stock to cover the number of shares issuable upon
the full exercise of this Warrant.
4(a). If the Company at any time shall, by subdivision, combination or
reclassification of securities, by merger, by share exchange or otherwise,
change or permit to be changed any of the securities to which purchase rights
under this Warrant exist into the same or a different number of securities of
any class or classes, then this Warrant shall thereafter permit the Holder to
acquire such number and kind of securities and/or other consideration as would
have been issuable as the result of such change as if this Warrant had been
exercised immediately prior to such subdivision, combination, reclassification,
merger, share exchange or other change. In case the shares of Common Stock at
any time outstanding shall be subdivided into a greater number of shares, or
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combined into a lesser number of shares, then each share of Common Stock
purchasable under this Warrant shall be replaced for the purposes hereof by the
number of the subdivided or consolidated shares, as the case may be, issued in
substitution for each one share of Common Stock then issued and outstanding; and
in case at any time the Company shall issue any additional shares of Common
Stock as a stock dividend, then the shares purchasable under this Warrant shall
be increased in the same ratio as the then outstanding Common Stock was
increased by such stock dividend, and the Purchase Price Per Share
correspondingly decreased. No fractional shares will be issued and in lieu
thereof the Holder will receive an amount of cash equal to the closing sale
price of the Common Stock as reported by Nasdaq on the last trading day before
the exercise date multiplied by the fractional share to which the Holder would
otherwise be entitled.
(b). The Company will at all times in good faith assist in carrying out
the terms of this Warrant to protect the rights of the Holder against dilution
as provided herein.
5. Neither this Warrant nor the shares issuable upon exercise of this
Warrant have been registered under the Securities Act of 1933, as amended (the
"Act"), or any applicable state "Blue Sky" laws. By acceptance of this Warrant,
the Holder represents and warrants to the Company that the Holder will not
offer, distribute, sell, transfer or otherwise dispose of the shares received
upon exercise of this Warrant except pursuant to (i) an effective registration
statement under the Act and any applicable Blue Sky laws with respect thereto;
(ii) an opinion, reasonably satisfactory to the Company, addressed to the
Company, from counsel reasonably satisfactory to the Company, that such
offering, distribution, sale, transfer or disposition is exempt from
registration under the Act and any applicable Blue Sky laws; or (iii) a letter
from the staff of the Securities and Exchange Commission ("SEC") or any state
securities commissioner, as the case may be, to the effect that it will
recommend that no action be taken with respect to such transaction. The Holder
agrees, by acceptance of this Warrant, to execute any and all documents
reasonably deemed necessary by the Company and required by the regulatory
authority of any state in connection with any public offering of the shares
underlying this Warrant.
6(a). The Company agrees to use its best efforts to file a registration
statement providing for the sale by the Holder of shares of Common Stock
acquired upon exercise of this Warrant, and to use its reasonable best efforts
to cause each such registration statement to be declared effective by the SEC
and to continue to be effective until the second anniversary of the effective
date thereof or until such shares may be fully sold pursuant to Rule 144(k)
under the Act, whichever occurs earlier. The Holder agrees to pay the
registration costs, up to a maximum of $50,000, to register the Holder's shares
of the Common Stock (with any additional costs of registration payable by the
Company). In addition, the Holder shall have the unlimited right to register the
Holder's shares of Common Stock as a piggyback registration following the
initial two and one-half year holding period at no additional cost to the Holder
in connection with any such piggyback registration. The Company's obligation to
register shares on behalf of the Holder shall be conditional upon the Company's
receipt from the Holder in writing, at least three business days prior to the
date of such registration statement filing, of (i) all information reasonably
requested by the Company and necessary under applicable law in connection with
the preparation of such registration statement, and
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(ii) an undertaking by the Holder to (a) indemnify the Company and its
directors, officers and affiliates for all claims, damages, liabilities and
expenses incurred by them arising out of or based upon any untrue statement or
omission, or alleged untrue statement or omission, made in such registration
statement or prospectus in reliance upon information furnished to the Company in
writing by the Holder specifically for use therein and (b) temporarily cease
making sales of shares registered under such registration statement upon receipt
of written notice from the Company, if the Company determines, in good faith,
that the use of the prospectus included in such registration statement would
require the disclosure of material, non-public information which would
irreparably and materially harm the Company or the disclosure of which would be
reasonably likely (in the good faith determination of the Company's Board of
Directors) to prevent the Company from consummating a material transaction,
until the receipt of a further notice from the Company that sales may resume
under the registration statement (and the Company covenants to give prompt
written notice to the Holder to allow additional sales as soon as possible). The
Company shall not be required to file a demand registration statement if, on the
applicable filing date thereof, (i) the number of shares to be registered by
such registration statement is less than 250,000 shares (which number of shares
shall be adjusted in the case of a share combination or reverse stock split),
and (ii) the Company has determined, in good faith, as of such date that the
filing of such registration statement would require the disclosure of material
non-public information which would irreparably and materially harm the Company
or the disclosure of which would be reasonably likely (in the good faith
determination of the Company's Board of Directors) to prevent the Company from
consummating a material transaction; provided, that in the case of (ii), the
Company shall be required to file such registration statement as soon as
practicable after it has determined that such disclosure would no longer be
required or the Company would no longer be prevented from consummating such
material transaction.
(b). The Company will indemnify the Holder for all claims, damages,
liabilities and expenses incurred by the Holder arising out of or based upon any
untrue statement or omission, or alleged untrue statement or omission, made in
any registration statement or prospectus used in connection with a registered
sale by the Holder hereunder to the extent the statement or omission does not
result from information furnished in writing by the Holder.
7. The Holder of this Warrant shall not be entitled to vote or receive
dividends nor be deemed the owner of Common Stock of the Company for any
purpose, nor shall anything contained herein be construed to confer upon the
Holder of this Warrant, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action
(whether upon any recapitalization, issue of stock, reclassification of the
stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, until this
Warrant shall have been validly exercised as provided above.
8. If this Warrant shall be mutilated, lost, stolen or destroyed, then
the Company shall promptly issue a new Warrant of like date, tenor, and
denomination and deliver the same in exchange and substitution for and upon
surrender and cancellation of any mutilated Warrant, or in lieu of any lost,
stolen or destroyed Warrant, upon receipt of an indemnity agreement or bond
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reasonably satisfactory to the Company; provided, however, the Company agrees to
use its best efforts to cause the Company's transfer agent to accept the
Holder's indemnity agreement without requiring a bond.
This Warrant issued this 5th day of August, 1998
AMERICAN DENTAL TECHNOLOGIES, INC.
By:
Ben J. Gallant, President
Registered Holder:
RONALD WILLIAMS
Registered Holder's Address:
24872 Sea Aire
Dana Point, CA 92629
Number of Shares: 60,000
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EXHIBIT 4.15
PROMISSORY NOTE
$3,900,000.00 August 5, 1998
FOR VALUE RECEIVED, American Dental Technologies, Inc., a Delaware
corporation ("Maker"), hereby promises to pay to the order of Ultrak, Inc., a
Delaware corporation ("Payee"), at the time and in the manner hereinafter
provided, the principal sum of $3,900,000.00 together with interest on the
unpaid principal balance outstanding from time to time at 8% per annum. This
Note shall be payable at 1301 Waters Ridge Drive, Lewisville, Texas 75057 or at
such other address as the holder (as hereinafter defined) shall from time to
time designate.
The principal and interest on this Note shall be payable in full on
October 5, 1998.
Unpaid and past due principal and (to the extent permitted by law)
interest shall bear interest at a per annum interest rate equal to the lesser of
18% per annum or the maximum rate allowed by law from the due date thereof until
paid.
Time is of the essence in the payment of this Note. If this Note is
given to an attorney for collection (whether or not suit is filed), or if this
Note is collected through any legal or bankruptcy proceedings, then Maker agrees
to pay, in addition to all sums then due hereon, all expenses of collection,
including, without limitation, reasonable attorneys' fees.
This Note may be prepaid, in whole or in part, without premium or
penalty. Any prepayment shall be applied first to accrued, but unpaid, interest
with any balance applied to unpaid principal.
This Note is secured by that certain Stock Pledge Agreement, dated the
date hereof, between Maker and Payee (the "Pledge Agreement"). The holder shall
be entitled to accelerate this Note and declare all sums due hereunder
immediately due and payable upon any default by Maker in the performance of, or
breach of any representation or covenant in the Pledge Agreement.
Maker and all other parties now or hereafter liable hereon, severally
waive grace, demand, presentment for payment, notice of default, notice of
dishonor, protest and notice of protest, notice of intention to accelerate,
notice of acceleration, and any other notice and diligence in collecting and
bringing suit against any party hereto. No delay on the part of the holder in
exercising any power or right under this Note shall operate as a waiver of such
power or right, nor shall any single or partial exercise of any power or right
preclude further exercise of that power or right.
All agreements between Maker and the holder, whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of acceleration of
the maturity hereof, or otherwise, shall the amount paid, or agreed to be paid,
to the holder for the use, forbearance, or detention of the funds advanced
pursuant to this Note, or otherwise, or for the payment or performance of any
covenant or obligation contained herein or in any other document or instrument
evidencing, securing, or pertaining to this Note exceed the maximum amount
permissible under applicable law. If from any circumstances
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whatsoever, including but not limited to the fulfillment of any provision hereof
or any provision of any other document, the interest payable on or pursuant to
this Note exceeds the maximum amount of interest prescribed by law, then ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such
validity, and if from any such circumstances the holder shall ever receive
anything of value deemed interest by applicable law, which would exceed interest
at the highest lawful rate, such amount which would be excessive interest shall
be applied to the reduction of the unpaid principal balance of this Note or on
account of any other principal indebtedness of Maker to the holder, and not to
the payment of interest, or if such excessive interest exceeds the unpaid
principal balance of this Note and such other indebtedness, such excess shall be
refunded to Maker. All sums paid, or agreed to be paid, by Maker for the use,
forbearance, or detention of the indebtedness of Maker to the holder shall, to
the fullest extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full term of such indebtedness until
payment in full so that the actual rate of interest on account of such
indebtedness is uniform throughout the term hereof. The terms and provisions of
this paragraph shall control and supersede every other provision of this Note
and all other agreements between Maker and the holder (notwithstanding any
provision to the contrary in this Note or in any other agreement).
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH TEXAS
LAW WITHOUT REGARD TO THE CONFLICTS LAWS OF TEXAS AND IS PAYABLE AND PERFORMABLE
IN DENTON COUNTY, TEXAS.
The invalidity or unenforceability in particular circumstances of any
provision of this Note shall not extend beyond such provision or such
circumstances and no other provision of this Note shall be affected thereby.
All references to Maker herein shall, and shall be deemed to, include
Maker's successors and assigns, and all covenants, stipulations, promises, and
agreements contained herein by or on behalf of Maker shall also be binding upon
Maker's successors and assigns. As used in this Note, the word "holder" shall
mean the Payee(s) or other endorsee(s) of this Note who is in possession of it,
or the bearer(s) of this Note, if this Note is at the time payable to the
bearer(s). All rights of the holder shall inure to the benefit of holder's
successors and assigns.
EXECUTED to be effective as of the date first written above.
MAKER:
AMERICAN DENTAL TECHNOLOGIES, INC.,
A DELAWARE CORPORATION
By:
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Name:
-----------------------------------
Title:
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