SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GENTLE DENTAL SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-1577891
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
22800 Savi Ranch Parkway, Suite 206, Yorba Linda, CA 92887
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
_____ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act: NONE
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Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK
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Item 1. Description of Registrant's Securities to Be Registered
Authorized Securities
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The authorized capital stock of Gentle Dental Service Corporation (the
"Company") consists of 50,000,000 shares of Common Stock and 30,000,000 shares
of Preferred Stock.
Common Stock. The Company is authorized to issue 50,000,000 shares of
Common 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 Company 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 Company, holders of Common
Stock are entitled to share equally and ratably in the assets of the Company, if
any, remaining after the payment of all liabilities of the Company 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 Company may issue in the future, as
described below.
Preferred Stock. The Company is authorized to issue up to 30,000,000 shares
of Preferred Stock. No shares of Preferred Stock are outstanding. 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 Company. The
issuance of Preferred Stock by the Board of Directors could adversely affect the
rights of holders of Common Stock.
The potential issuance of Preferred Stock may have the effect of delaying,
deterring, or preventing a change in control of the Company, 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 Company has no plans to issue shares of Preferred
Stock.
Washington Antitakeover Statute
Washington law contains provisions relating to "significant business
transactions" that may have the effect of delaying or discouraging a hostile
takeover of the Company. 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
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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 Persons. The prohibited transactions include, among others, a merger
with, disposition of assets to, or issuance or redemption of stock to or from,
the Acquiring Persons, or allowing the Acquiring Person to receive any
disproportionate benefit as a shareholder.
Item 2. Exhibits
Exhibit
Number Description
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3.1 Restated Articles of Incorporation. Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form SB-2
(No. 333-13529).
3.2 Bylaws, as amended. Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form SB-2 (No. 333-13529).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: January 27, 1998
GENTLE DENTAL SERVICE CORPORATION
By L. THEODORE VAN EERDEN
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L. Theodore Van Eerden,
Executive Vice President and Chief
Development Officer
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