As filed with the Securities and Exchange Commission on April 16, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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GENTLE DENTAL SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
-------------------
Washington 91-1577891
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
900 Washington Street, Suite 1100
Vancouver, Washington 98660
(Address of Principal (Zip Code)
Executive Offices)
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GENTLE DENTAL SERVICE CORPORATION
1993 Stock Incentive Plan
(Full title of plan)
-------------------
L. THEODORE VAN EERDEN
Chief Financial Officer
Gentle Dental Service Corporation
900 Washington Street, Suite 1100
Vancouver, Washington 98660
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (360) 750-7975
Copy to:
STUART W. CHESTLER
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 934,638 Shares $5.38 $4,455,101 $1,350
- -------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The calculation
of the registration fee is based on $5.38, which is the weighted average
exercise price for the 582,950 shares subject to options. The registration
fee for the balance of the shares is based on $3.875, which was the average
of the high and low prices of the Common Stock on April 14, 1997 as
reported by Nasdaq.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
----------------------------------------
The following documents filed by Gentle Dental Service Corporation (the
"Registrant") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
--------------------------
The Registrant is authorized to issue 50,000,000 shares of Common Stock and
30,000,000 shares of Preferred Stock.
Holders of Common Stock are entitled to receive dividends as may from time
to time be declared by the Board of Directors of the Registrant out of funds
legally available therefor. Holders of Common Stock are entitled to one vote per
share on all matters on which the holders of Common Stock are entitled to vote
and do not have any cumulative voting rights. Holders of Common Stock have no
preemptive, conversion, redemption, or sinking fund rights. In the event of a
liquidation, dissolution, or winding up of the Registrant, holders of Common
Stock are entitled to share equally and ratably in the assets of the Registrant,
if any, remaining after the payment of all liabilities of the Registrant and the
liquidation preference of any outstanding class or series of Preferred Stock.
The outstanding shares of Common Stock are fully paid and nonassessable. The
rights, preferences, and privileges of holders of Common Stock are subject to
any series of Preferred Stock that the Registrant may issue in the future.
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The Board of Directors has the authority to issue Preferred Stock in one or
more series and to fix the number of shares constituting any such series and the
preferences, limitations, and relative rights, including dividend rights,
dividend rate, voting rights, terms of redemption, redemption price or prices,
conversion rights, and liquidation preferences of the shares constituting any
series, without any further vote or action by the shareholders of the
Registrant. The issuance of Preferred Stock by the Board of Directors could
adversely affect the rights of holders of Common Stock. There are no shares of
Preferred Stock outstanding.
The potential issuance of Preferred Stock may have the effect of delaying,
deterring, or preventing a change in control of the Registrant, may discourage
bids for the Common Stock at a premium over the market price of the Common Stock
and may adversely affect the market price of, and the voting and other rights of
the holders of, Common Stock. The Registrant has no plans to issue shares of
Preferred Stock.
Washington law contains provisions relating to "significant business
transactions" that may have the effect of delaying or discouraging a hostile
takeover of the Registrant. Chapter 23B.19 of the Washington Business
Corporation Act (the "Statute") applies to all Washington corporations that have
a class of voting stock registered under section 12 or section 15 of the
Exchange Act. The Statute prohibits, subject to certain exceptions, a
corporation from entering into any "significant business transactions" with an
"Acquiring Person" (defined generally as a person or affiliated group who
acquires 10% or more of the outstanding voting securities of a corporation
without the prior approval of the corporation's board of directors) for a period
of five years after such person or affiliated group becomes an Acquiring Person.
The prohibited transactions include, among others, a merger with, disposition of
assets to, or issuance or redemption of stock to or from, the Acquiring Person,
or allowing the Acquiring Person to receive any disproportionate benefit as a
shareholder. The Statute also provides, however, that a corporation may enter
into a "significant business transaction" with an Acquiring Person if the per
share consideration paid to holders of outstanding shares of Common Stock and
other classes of stock of the corporation meet certain minimum "fair price"
criteria.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article VIII of the Registrant's Restated Articles of Incorporation, as
amended (the "Articles"), authorizes indemnification of directors of the
Registrant to the fullest extent permitted by the Washington Business
Corporation Act (the "Act"). In addition, Section 10 the Registrant's Bylaws
requires the Registrant to indemnify directors and former directors of the
Registrant to the fullest extent permitted by applicable law, and permits the
Registrant to indemnify officers, employees, and agents of the Registrant. The
effects of the Articles, Bylaws and the Act (the "Indemnification Provisions")
are summarized as follows:
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(a) The Indemnification Provisions grant a right of indemnification in
respect of any action, suit or proceeding (other than an action by or in the
right of the Registrant) against expenses (including attorney fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred, if the
director or former director concerned (i) acted in good faith and in a manner
the director or former director reasonably believed to be, in the case of
conduct in the director's or former director's official capacity, in the best
interests of the Registrant or, in all other cases, not opposed to the best
interests of the Registrant, (ii) was not adjudged liable on the basis of
receipt of an improper personal benefit and (iii) with respect to any criminal
action or proceeding, had no reasonable cause to believe the conduct was
unlawful. The termination of an action, suit or proceeding by judgment, order,
settlement, conviction or plea of nolo contendere does not, of itself, create a
presumption that the director or former director did not meet the required
standards of conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any action or suit by or in the right of the Registrant against the
expenses (including attorney fees) actually and reasonably incurred if the
director or former director concerned acted in good faith and in a manner the
director or former director reasonably believed to be, in the case of conduct in
the director's or former director's official capacity, in the best interests of
the Registrant, or in all other cases, not opposed to the best interests of the
Registrant; except that no right of indemnification will be granted if the
director or former director is adjudged to be liable to the Registrant.
(c) Every director and officer who has been wholly successful on the
merits of a controversy described in (a) or (b) above is entitled to
indemnification for reasonable expenses as a matter of right.
(d) Because the limits of permissible indemnification under Washington
law are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Registrant shall advance to a director or former director the
expenses incurred in defending any action, suit or proceeding in advance of its
final disposition if the director or former director affirms in good faith that
he or she has met the standard of conduct to be entitled to indemnification as
described in (a) or (b) above and undertakes to repay any amount advanced if it
is determined that the director or former director did not meet the required
standard of conduct.
(f) The Registrant may, by action of the Board of Directors from time
to time, provide indemnification and pay expenses in advance of the final
disposition of a proceeding to officers, employees, and agents of the Registrant
on the same terms and with the same scope as described above.
The Registrant may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification
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described above are not exclusive of any other rights of indemnification to
which the persons indemnified may be entitled under any bylaw, agreement, vote
of shareholders or directors or otherwise.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
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4.1 Restated Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on
Form SB-2, File No. 333-13529 (the "SB-2")).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's SB-2).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Moss Adams LLP.
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
-------------
The Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent
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no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, State of Washington on April 16, 1997.
GENTLE DENTAL SERVICE CORPORATION
By: L. THEODORE VAN EERDEN
-------------------------------------
L. Theodore Van Eerden
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 16, 1997.
Signature Title
- --------- -----
Principal Executive Officer:
*DANY Y. TSE
- ---------------------------------- President, Chief Executive
Dany Y. Tse, DMD Officer, and Director
Principal Financial and
Accounting Officer:
L. THEODORE VAN EERDEN
- ---------------------------------- Chief Financial Officer and
L. Theodore Van Eerden Corporate Secretary
*RICHARD A. ARMSTRONG
- ---------------------------------- Director
Richard A. Armstrong
*KENNETH D. HOOTEN
- ---------------------------------- Director
Kenneth D. Hooten
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*DANIEL P. HUNT
- ---------------------------------- Director
Daniel P. Hunt
*JERALD L. WILLBUR
- ---------------------------------- Director
Jerald L. Willbur, Ed.D.
*CRAIG W. WONG
- ---------------------------------- Director
Craig W. Wong, DMD
- ---------------------------------- Director
Paul H. Keckley
*GERALD R. AARON
- ---------------------------------- Director
Gerald R. Aaron
*By: L. THEODORE VAN EERDEN
------------------------------------
L. Theodore Van Eerden
Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Restated Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on
Form SB-2, File No. 333-13529 (the "SB-2")).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's SB-2).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Moss Adams LLP.
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
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EXHIBIT 5.1
April 16, 1997
Board of Directors
Gentle Dental Service Corporation
900 Washington Street, Suite 1100
Vancouver, Washington 98660
We have acted as counsel for Gentle Dental Service Corporation (the
"Company") in connection with the filing of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering 934,638 shares of common stock (the "Shares") of the Company issuable
in connection with the Company's 1993 Stock Incentive Plan (the "Plan"). We have
reviewed the corporate actions of the Company in connection with this matter and
have examined those documents, corporate records, and other instruments we
deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the state of Washington; and
2. The Shares have been duly authorized and, when issued pursuant to the
Plans and in accordance with the resolutions adopted by the Board of Directors
of the Company, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Gentle Dental Service Corporation of our report dated
November 8, 1996 relating to the financial statements of Gentle Dental Service
Corporation, of our report dated September 17, 1996 relating to the financial
statements of Scott Campbell, DDS, P.S., and of our report dated September 17,
1996 relating to the financial statements of Peter A. Vermeulen, D.D.S., P.S.
(dba Pinehurst Dental Clinic), which appear on page F-2, page F-25, and page
F-33, respectively, of the Prospectus constituting part of Gentle Dental Service
Corporation's Registration Statement on Form SB-2 (File No. 333-13529), and of
our report dated February 28, 1997 relating to the financial statements of
Gentle Dental Service Corporation, which appears in Gentle Dental Service
Corporation's Special Report on Form 10-KSB for the year ended December 31,
1996.
PRICE WATERHOUSE LLP
April 15, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Gentle Dental Service Corporation on Form S-8 of our report dated February 14,
1995 relating to the financial statements of Gentle Dental Service Corporation,
which appears on page F-3 of the Prospectus included in Gentle Dental Service
Corporation's Registration Statement on Form SB-2 (File No. 333-13529).
MOSS ADAMS LLP
April 14, 1997
EXHIBIT 24.1
POWERS OF ATTORNEY
------------------
(Gentle Dental Service Corporation
1993 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Gentle Dental Service Corporation, does hereby constitute and
appoint Dany Y. Tse and L. Theodore Van Eerden and each of them his true and
lawful attorney and agent to do any and all acts and things and to execute in
his name (whether on behalf of Gentle Dental Service Corporation or as an
officer or director of said Company, or otherwise) any and all instruments that
said attorney and agent may deem necessary or advisable to enable Gentle Dental
Service Corporation to comply with the Securities Act of 1933, as amended, and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under the Securities Act of 1933, as
amended, of shares of Common Stock of Gentle Dental Service Corporation issuable
pursuant to its 1993 Stock Incentive Plan, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
Gentle Dental Service Corporation or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such Common Stock or any exhibits filed therewith; and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or cause to
be done by virtue hereof.
DATED: April 16, 1997
DANY Y. TSE L. THEODORE VAN EERDEN
- ---------------------------------- ----------------------------------
Dany Y. Tse L. Theodore Van Eerden
RICHARD A. ARMSTRONG KENNETH L. HOOTEN
- ---------------------------------- ----------------------------------
Richard A. Armstrong Kenneth D. Hooten
DANIEL P. HUNT JERALD L. WILLBUR
- ---------------------------------- ----------------------------------
Daniel P. Hunt Jerald L. Willbur
CRAIG W. WONG
- ---------------------------------- ----------------------------------
Craig W. Wong Paul H. Keckley
GERALD R. AARON
- ----------------------------------
Gerald R. Aaron
