UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
AMERICAN DENTAL TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $.O4 par value
(Title of Class of Securities)
025352-10-5
(CUSIP Number)
Mark A. Metz
Dykema Gossett PLLC, 400 Renaissance Center, Detroit, Michigan 48243
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 21, 1998
(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
CUSIP No. 025352-10-5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William D. Myers
2 Check The Appropriate Box If A Member Of A Group* (a) [ ]
(b) [X]
3 SEC Use Only
4 Source of Funds*
PF/OO
5 Check Box If Disclosure Of Legal Proceedings Is [ ]
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
United States
7 Sole Voting Power
535,542
Number Of
Shares 8 Shared Voting Power
Beneficially 549,072
Owned By
Each 9 Sole Dispositive Power
Reporting 535,542
Person
With 10 Shared Dispositive Power
549,072
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,084,614
12 Check Box If The Aggregate Amount In Row (11) Excludes [X]
Certain Shares* See items 5 and 6
13 Percent Of Class Represented By Amount In Row (11)
14.6%
14 Type Of Reporting Person*
IN
SCHEDULE 13D
CUSIP No. 025352-10-5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Irene M. Myers
2 Check The Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box If Disclosure Of Legal Proceedings Is [ ]
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
United States
7 Sole Voting Power
0
Number Of
Shares 8 Shared Voting Power
Beneficially 549,072
Owned By
Each 9 Sole Dispositive Power
Reporting 0
Person
With 10 Shared Dispositive Power
549,072
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
549,072
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
7.4%
14 Type Of Reporting Person*
IN
This is the fourth amendment to a Statement on Schedule 13D
originally filed with the Securities and Exchange Commission on or about
April 29, 1994 (the "Original Statement") by William D. Myers and Irene M.
Myers with respect to the common stock, $.04 par value, of American Dental
Technologies, Inc. ("ADT"). As required by Rule 101(a)(2)(ii) of Regulation
S-T, the entire text of the Original Statement, as amended, has been amended
and restated in its entirety. All share and per share amounts have been
adjusted to reflect the 1-for-4 reverse stock split which occurred since the
filing of the most recent amendment to the Original Statement.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the $.04 par value common stock ("Stock")
of American Dental Technologies, Inc. ("ADT"). The principal executive
office of ADT is located at 5555 Bear Lane, Corpus Christi, Texas 78405.
ITEM 2. IDENTITY AND BACKGROUND.
(a) William D. Myers and Irene M. Myers.
(b) The home address of Dr. and Mrs. Myers is 5904 Wing Lake
Road, Bloomfield Hills, Michigan 48301.
(c) Dr. Myers is an ophthalmologist and Mrs. Myers is an artist.
Dr. Myers is a co-founder, director and Chairman of the Board of ADT.
(d) During the last five years, neither of the reporting persons
has been convicted in a criminal proceeding of the kind required to be
disclosed herein.
(e) During the last five years, neither of the reporting persons
was a party to a civil proceeding of the kind required to be disclosed
herein.
(f) Dr. and Mrs. Myers are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Both of the reporting persons received their respective shares of
ADT Stock in exchange for cash derived from their personal funds. In
addition, Dr. Myers acquired 38,945 shares of ADT Stock and a now-expired
warrant to purchase an additional 38,945 shares of ADT Stock in April 1996
from ADT in exchange for title to a new laser that Dr. Myers purchased with
his personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The sole purpose for the acquisitions of ADT Stock reported herein
was and is for investment. Dr. and Mrs. Myers may consult with ADT from
time to time and each may acquire additional ADT Stock in the market or in
privately negotiated transactions or may dispose of some or all of the ADT
Stock he or she owns. Neither of the reporting persons has any other
present plans or proposals with respect to ADT of the kind set forth under
Item 4 of the instructions to Schedule 13D other than as described in Items
5 and 6 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of Amendment No. 4, Dr. Myers beneficially
owns 1,084,614 shares of Stock, constituting 14.6% of the shares of Stock
issued and outstanding, and Mrs. Myers beneficially owns 549,072 shares of
Stock, constituting 7.4% of the shares of Stock issued and outstanding. The
shares beneficially owned by Dr. Myers include 2,028 shares which he has the
right to acquire upon exercise of stock options granted to him as a director
of ADT which are exercisable currently or within the next 60 days.
(b) Dr. Myers has sole voting and dispositive power over 533,514
shares of Stock he currently owns and, upon exercise, will have sole voting
and dispositive power with respect to the 2,028 shares which he has the
right to acquire pursuant to stock options granted to him as a director of
ADT. The shares reflected as beneficially owned do not include options to
purchase an additional 780 shares upon exercise of director stock options
held by Dr. Myers which are not currently exercisable and will not become
exercisable within the next 60 days. Dr. and Mrs. Myers share voting and
dispositive power with respect to the 399,072 shares they own jointly and
the 150,000 shares owned by Mrs. Myers.
(c) The following transactions in the Stock were previously
reported on the Original Statement, as previously amended:
(i) On April 21, 1994, through a private placement
transaction with ADT, for a total of $1,000,000 in cash, Dr. Myers and Mrs.
Myers each acquired 75,000 shares of Stock and non-transferable warrants to
acquire 75,000 shares of Stock at a price of $8.00 per share, exercisable at
any time prior to April 21, 1996, and jointly acquired 100,000 shares of
Stock and options to acquire 100,000 shares of Stock on the same terms.
(ii) On July 7, 1995, through a private placement
transaction with ADT, Dr. and Mrs. Myers [jointly] acquired 27,778 shares of
Stock and non-transferable warrants to acquire 55,556 shares of Stock at a
price of $8.00 per share, exercisable on or before July 7, 1998
(subsequently extended by ADT to July 31, 1999). Simultaneously, the
termination date on the warrants held by Dr. and Mrs. Myers to acquire
250,000 shares of Stock was extended to April 21, 1998. The total
consideration paid was $100,000 in cash. On August 24, 1995, the exercise
price on the warrants to acquire the 305,556 shares of Stock was reduced by
ADT to $4.00 per share.
(iii) On February 23, 1996, Dr. Myers entered into the
voting agreement described in Item 6 with Ben J. Gallant.
(iv) On April 15, 1996, in a private transaction with
ADT, Dr. Myers acquired 38,945 shares of restricted Stock together with a
warrant to acquire 38,945 shares of Stock at an exercise price of $6.75 per
share until April 15, 1999 (the "Warrant"). This Stock and Warrant has an
agreed value of $262,878 and represents a portion of the consideration Dr.
Myers is to receive in return for transferring to ADT the title to a laser
and workstation (the "Laser"). At any time on or before March 31, 1997, at
the exclusive option of ADT, title to the Laser may be returned to Dr. Myers
without any further obligation to ADT (other than the Stock and Warrant
previously paid), or ADT may retain ownership of the Laser by issuing to Dr.
Myers additional shares of Stock valued at $262,878 based upon the average
trading price at such time, together with a warrant (in the same form as the
Warrant) to acquire an equal number of shares of Stock at the then-market
price at any time prior to April 15, 1999. ADT subsequently exercised its
right to return the Laser to Dr. Myers.
The following additional transactions have occurred since the filing
of the most recent amendment to the Original Statement:
(v) Dr. Myers has received stock options as a director
of ADT each December 15 beginning in 1991. The options granted in 1991
through 1993 were granted under ADT's Non-Qualified Stock Option Plan and
those granted thereafter were granted under ADT's Long-Term Incentive Plan
Each such option gives Dr. Myers the right to acquire 312 shares of Stock at
the market price prevailing on the date of grant as calculated pursuant to
the relevant ADT plan. Each such option becomes exercisable in equal annual
installments beginning on the first anniversary of the grant date and
expires 10 years after the grant date.
(vi) On April 21, 1998, Dr. and Mrs. Myers each
exercised warrants to purchase 75,000 shares of Stock at $4.00 per share and
they exercise jointly held warrants to purchase 100,000 shares of Stock at
$4.00 per share. The purchase price was paid in cash from their personal
funds.
(vii) On April 15, 1999, warrants to purchase 38,945
shares of Stock held by Dr. Myers expired.
(viii) On July 31, 1999, warrants to purchase 55,556
shares of Stock jointly held by Dr. and Mrs. Myers expired.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The material terms of the warrants to purchase Stock are described
in Item 5 above and the warrants are included as Exhibits to this Schedule
13D.
In November 1995, ADT entered into a merger agreement to acquire
ownership of all of the outstanding stock of Texas Airsonics, Inc. In
anticipation of the merger Dr. Myers and Ben J. Gallant entered into a
voting agreement, dated February 23, 1996, which requires each to vote their
respective shares of ADT Stock for the election of Dr. Myers and Mr. Gallant
to the board of directors of ADT for a period of three years following
approval of the merger (which occurred in July 1996). The voting agreement
does not require the parties thereto to vote together on any other matter.
Dr. Myers disclaims the existence of a group with Mr. Gallant and disclaims
beneficial ownership of the ADT Stock owned by Mr. Gallant.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[all exhibits previously filed]
Exhibit 1: Joint Filing Agreement
Exhibit 2: Common Stock Purchase Warrant, W-100A, dated 4/21/94
Exhibit 3: Common Stock Purchase Warrant, W-100B, dated 4/21/94
Exhibit 4: Common Stock Purchase Warrant, W-100C, dated 4/21/94
Exhibit 5: Revised Common Stock Purchase Warrant, W-100A-A, dated 7/7/95
Exhibit 6: Revised Common Stock Purchase Warrant, W-100B-A, dated 7/7/95
Exhibit 7: Revised Common Stock Purchase Warrant, W-100C-A, dated 7/7/95
Exhibit 8: Common Stock Purchase Warrant, W-200A dated, 7/7/95
Exhibit 9: Revised Common Stock Purchase Warrant, W-100A-B, dated 8/24/95
Exhibit 10: Revised Common Stock Purchase Warrant, W-100B-B, dated 8/24/95
Exhibit 11: Revised Common Stock Purchase Warrant, W-100C-B, dated 8/24/95
Exhibit 12: Revised Common Stock Purchase Warrant, W-200A, dated 8/24/95
Exhibit 13: Common Stock Purchase Warrant, W-96-01, dated 4/15/96
Exhibit 14: Voting Agreement between William Myers and Ben Gallant, dated
2/23/96
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this amendment is true,
complete and correct.
Dated: April 23, 2000
/s/ William D. Myers
William D. Myers
/s/ Irene M. Myers
Irene M. Myers
