<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ORTHODONTIC CENTERS OF AMERICA, INC.
------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
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ORTHODONTIC CENTERS OF AMERICA, INC.
13000 SAWGRASS VILLAGE CIRCLE
SUITE 41
PONTE VEDRA BEACH, FLORIDA 32082
June 24, 1996
TO THE STOCKHOLDERS OF
ORTHODONTIC CENTERS OF AMERICA, INC.:
You are cordially invited to attend a Special Meeting of Stockholders of
Orthodontic Centers of America, Inc., to be held on Tuesday, July 9, 1996, at
10:00 a.m. (Eastern Time) at the executive offices of Orthodontic Centers of
America, Inc. in Ponte Vedra Beach, Florida.
Please read the enclosed Proxy Statement for the Special Meeting and,
whether or not you plan to attend the Special Meeting, please sign, date and
return the enclosed proxy card as soon as possible so that your vote will be
recorded. If you attend the Special Meeting, you may withdraw your proxy and
vote your shares personally.
Sincerely,
Gasper Lazzara, Jr., D.D.S.
Chairman of the Board, President and
Chief Executive Officer
IMPORTANT
COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY.
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ORTHODONTIC CENTERS OF AMERICA, INC.
13000 SAWGRASS VILLAGE CIRCLE
SUITE 41
PONTE VEDRA BEACH, FLORIDA 32082
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held July 9, 1996
TO THE STOCKHOLDERS OF
ORTHODONTIC CENTERS OF AMERICA, INC.:
A Special Meeting of Stockholders of Orthodontic Centers of America, Inc.
(the "Company") will be held on July 9, 1996, at 10:00 a.m. (Eastern Time) at
the executive offices of the Company in Ponte Vedra Beach, Florida for the
following purposes:
(1) To consider and vote upon the approval of an amendment to the Restated
Certificate of Incorporation of the Company to increase the number of
authorized shares of the Company's Common Stock from 30,000,000 to
150,000,000; and
(2) To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 17, 1996 as
the record date for determining stockholders entitled to notice of and to vote
at the Special Meeting and any adjournment thereof.
By order of the Board of Directors,
Bartholomew F. Palmisano, Sr.
Corporate Secretary
Metairie, Louisiana
June 24, 1996
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, TO ASSURE
THE PRESENCE OF A QUORUM, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED
PROXY CARD AS SOON AS POSSIBLE. IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR
SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
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ORTHODONTIC CENTERS OF AMERICA, INC.
13000 Sawgrass Village Circle
Suite 41
Ponte Vedra, Florida 32082
_____________________
PROXY STATEMENT
_____________________
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board of Directors") of Orthodontic
Centers of America, Inc. (the "Company"), to be voted at a Special Meeting of
Stockholders (the "Special Meeting") to be held at the executive offices of the
Company at 13000 Sawgrass Village Circle, Suite 41, Ponte Vedra Beach, Florida,
on July 9, 1996, at 10:00 a.m. (Eastern Time), for the purposes set forth in
the accompanying notice, and at any adjournment thereof. This Proxy Statement
and the accompanying form of proxy are intended to be first mailed or given to
stockholders of the Company on or about June 24, 1996.
If the enclosed proxy is properly executed, returned and not revoked, it
will be voted in accordance with the instructions, if any, given by the
stockholder, and if no instructions are given, it will be voted (a) FOR the
approval of the amendment to the Company's Restated Certificate of Incorporation
to increase the number of authorized shares of the Company's Common Stock, $.01
per value per share (the "Common Stock"), from 30,000,000 to 150,000,000, and
(b) in accordance with the recommendations of the Board of Directors on any
other proposal that may properly come before the Special Meeting. The persons
named as proxies in the enclosed form of proxy were selected by the Board of
Directors.
Stockholders who sign proxies have the right to revoke them at any time
before they are voted by written request to the Company. The giving of the
proxy will not affect the right of any stockholder to attend the Special Meeting
and vote in person.
The close of business on June 17, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Special Meeting. As of the close of business on May 31, 1996, the Company had
authorized 30,000,000 shares of Common Stock, of which 21,102,198 shares were
outstanding and entitled to vote. The Common Stock is the Company's only class
of voting stock with shares outstanding.
COUNTING OF VOTES
All matters specified in this Proxy Statement that are to be voted on at
the Special Meeting will be by written ballot. Inspectors of election will be
appointed to, among other things, determine the number of shares outstanding,
the shares represented at the annual meeting,
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the existence of a quorum and the authenticity, validity and effect of proxies,
to receive votes of ballots, to hear and determine all challenges and questions
in any way arising in connection with the right to vote, to count and tabulate
all votes and to determine the result. The inspectors of election will treat
shares represented by proxies that reflect abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions, however, do not constitute a vote "for" or "against" any
matter and thus will be disregarded in the calculation of a plurality or of
"votes cast."
Inspectors of election will treat shares referred to as "broker non-votes"
as shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
MISCELLANEOUS
The Company will bear the cost of printing, mailing and other expenses in
connection with this solicitation of proxies and will also reimburse brokers and
other persons holding shares in their names or in the names of nominees for
their expenses in forwarding this proxy material to the beneficial owners of
such shares. Certain of the directors, officers and employees of the Company
may, without any additional compensation, solicit proxies in person or by
telephone.
PROPOSAL 1: INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has proposed to amend the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 30,000,000 shares to 150,000,000 shares. As of May 31, 1996,
the Company had outstanding or reserved for issuance 23,906,764 shares of Common
Stock.
The purpose of the amendment is to provide additional shares of Common
Stock issuable from time to time by the Company for corporate purposes without
obtaining stockholder approval unless such approval is required by applicable
law or regulation. The Company may utilize additional authorized shares of
Common Stock in connection with future stock dividends, stock splits,
acquisition transactions, option exercises, restricted and bonus stock awards
and programs and to issue additional shares of Common Stock in public offerings
to fund the continued growth of the Company.
An increase in the number of authorized shares of Common Stock could enable
the Board of Directors to take certain actions making it more difficult for a
third party to acquire control of the Company, even though stockholders of the
Company may deem such an acquisition to be
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desirable. To the extent that the issuance of additional shares impedes any
such attempts to acquire control of the Company, the amendment may serve to
perpetuate existing management. The issuance of additional shares by the
Company may also have a dilutive effect on earnings per share and would have a
dilutive effect on the percentage ownership interest of the current holders of
the Common Stock.
The Board of Directors does not intend to issue any Common Stock to be
authorized pursuant to the amendment except upon terms that the Board of
Directors deems to be in the best interest of the Company and its stockholders.
The Board of Directors believes that it is necessary to increase the number of
authorized shares of Common Stock for continued growth and to provide a
continuing incentive for its employees and affiliated orthodontists.
REQUIRED VOTE
Approval of the proposed amendment to the Company's Restated Certificate of
Incorporation requires the affirmative vote of the holders of a majority of the
votes entitled to be cast (in person or by proxy) at the Special Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE AMENDMENT
TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK FROM 30,000,000 TO 150,000,000.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information with respect to ownership of
shares of Common Stock at May 31, 1996 by (i) each of the Company's directors,
(ii) all directors and executive officers of the Company as a group, and (iii)
each person known to the Company to be the beneficial owner of more than 5% of
the outstanding shares of Common Stock. Unless otherwise indicated, each of the
stockholders listed below has sole voting and investment power with respect to
the shares beneficially owned.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
- ------------------------------------------------- -------------------------- -------------------------------
<S> <C> <C>
Gasper Lazzara, Jr., D.D.S.(1)................... 2,967,651 14.1%
Bartholomew F. Palmisano, Sr.(2)................. 2,035,363 9.6
Michael C. Johnsen............................... 3,200 --
Edward J. Walters, Jr............................ 3,000 --
Gordon Tunstall.................................. -- --
All Executive Officers and Directors
as a Group (five persons)...................... 5,009,214 23.7
</TABLE>
__________
(1) In connection with the settlement of litigation initiated by two
orthodontists against the Company, such orthodontists entered into a voting
trust agreement which provides that, until the later of the time at which
the two orthodontists own no shares of Common Stock or October 18, 2004,
Dr. Lazzara or a designee of Dr. Lazzara may vote the shares of the
orthodontists. Such orthodontists hold 593,062 shares of Common Stock which
are included in the table. Dr. Lazzara disclaims beneficial ownership of
such shares. Of the shares in the table, an aggregate of 342,508 shares are
held in separate trusts by a third party trustee for the benefit of each of
Dr. Lazzara's children. Dr. Lazzara disclaims beneficial ownership of such
shares.
(2) Of the shares in the table, an aggregate of 353,508 shares are held in
separate trusts by a third party trustee for the benefit of each of Mr.
Palmisano's children. Mr. Palmisano disclaims beneficial ownership of such
shares.
June 24, 1996
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PROXY CARD
ORTHODONTIC CENTERS OF AMERICA, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Gasper Lazzara, Jr., D.D.S. and Bartholomew
F. Palmisano, Sr., and either of them, as proxies, with full power of
substitution and resubstitution, to vote all of the shares of Common Stock which
the undersigned is entitled to vote at a Special Meeting of Stockholders of
Orthodontic Centers of America, Inc. ("OCA"), to be held at the executive
offices of OCA at 13000 Sawgrass Village Circle, Suite 41, Ponte Vedra Beach,
Florida on Tuesday, July 9, 1996, at 10:00 a.m. (Eastern Time), and at any
adjournment thereof.
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the Special Meeting or any adjournment
thereof.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF OCA AND WILL BE
VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THE ABOVE NAMED PROXIES WILL
VOTE (A) FOR THE APPROVAL OF AN AMENDMENT TO OCA'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OCA'S COMMON STOCK
FROM 30,000,000 TO 150,000,000 AND (B) IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
SPECIAL MEETING.
1. Proposal to approve an amendment to OCA's Restated Certificate of
Incorporation to increase the number of authorized shares of OCA's Common
Stock from 30,000,000 to 150,000,000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
____________________________________ ____________________
Signature Dated
____________________________________
Signature if held jointly
IMPORTANT: Please sign exactly as your name or names appear on this proxy and
mail promptly in the enclosed envelope. If you sign as agent or in any other
capacity, please state the capacity in which you sign.
