<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURUSANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT 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 Rule 14a-11(c) or Rule 14a-12
BIRNER DENTAL MANAGEMENT SERVICES, INC.
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(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] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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BIRNER DENTAL MANAGEMENT SERVICES, INC.
3801 EAST FLORIDA AVENUE, SUITE 508
DENVER, COLORADO 80210
January 30, 2001
TO THE SHAREHOLDERS OF BIRNER
DENTAL MANAGEMENT SERVICES, INC.:
You are cordially invited to attend a Special Meeting of Shareholders (the
"Meeting") of Birner Dental Management Services, Inc. (the "Company"), to be
held on Thursday, February 22, 2001, at 10:00 a.m., Mountain Time, at the
Company's offices, 3801 East Florida Avenue, Suite 508, Denver, Colorado 80210.
Please read the enclosed Proxy Statement for the Meeting. Whether or not you
plan to attend the Meeting, please sign, date and return the proxy card in the
enclosed envelope to Computershare Trust Company, Inc. as soon as possible so
that your vote will be recorded. If you attend the Meeting, you may withdraw
your proxy and vote your shares in person.
Very truly yours,
BIRNER DENTAL MANAGEMENT SERVICES, INC.
By: /s/ Frederic W.J. Birner
---------------------------------------
Name: Frederic W.J. Birner
Title: Chairman of the Board and Chief Executive Officer
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BIRNER DENTAL MANAGEMENT SERVICES, INC.
3801 EAST FLORIDA AVENUE, SUITE 508
DENVER, COLORADO 80210
-----------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 22, 2001
-----------------------------------------------------
TO OUR SHAREHOLDERS:
A Special Meeting of Shareholders (the "Meeting") of Birner Dental Management
Services, Inc., a Colorado corporation (the "Company"), will be held on
Thursday, February 22, 2001, at 10:00 a.m., Mountain Time, at the Company's
offices, 3801 East Florida Avenue, Suite 508, Denver, Colorado 80210, for the
following purposes:
(1) to approve a reverse stock split of the Company's issued and
outstanding Common Stock pursuant to which the Company would issue
one share for between three and five shares of its presently
outstanding Common Stock as determined by the Board of Directors
of the Company;
(2) to consider such other matters as may properly come before the
Meeting and at any and all adjournments thereof.
Only shareholders of record at the close of business on January 12, 2001 are
entitled to notice of and to vote at the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dennis N. Genty
---------------------------------
Name: Dennis N. Genty
Title: Chief Financial Officer, Secretary
and Treasurer
Denver, Colorado
January 30, 2001
A PROXY CARD IS ENCLOSED. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU
OWN. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE
PREPAID, ADDRESSED ENVELOPE TO COMPUTERSHARE TRUST COMPANY, INC. NO ADDITIONAL
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
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BIRNER DENTAL MANAGEMENT SERVICES, INC.
3801 EAST FLORIDA AVENUE, SUITE 508
DENVER, COLORADO 80210
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 22, 2001
-----------------------------------------
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the Board of Directors of
Birner Dental Management Services, Inc., a Colorado corporation (the "Company"),
for use at the Company's Special Meeting of Shareholders (the "Meeting") to be
held at 10:00 a.m., Mountain Time, on Thursday, February 22, 2001, at the
Company's offices, 3801 East Florida Avenue, Suite 508, Denver, Colorado 80210,
and at any and all adjournments thereof. The Meeting has been called to consider
a proposal to make a reverse split of the issued and outstanding shares of the
Company's common stock, without par value ("Common Stock"), whereby the Company
would issue one new share of its Common Stock for between three and five shares
of its presently outstanding stock. The Company's Board of Directors will be
authorized to set the final ratio of the reverse split (the "Reverse Split").
This Proxy Statement and the accompanying form of proxy are first being mailed
or given to the shareholders of the Company on or about January 30, 2001.
INFORMATION CONCERNING SOLICITATION AND VOTING
All voting rights are vested exclusively in the holders of the Common Stock,
without par value. Each share of the Common Stock is entitled to one vote.
Holders of a majority of shares entitled to vote at the Meeting, when present in
person or by proxy, constitute a quorum. On January 12, 2001, the record date
("Record Date") for shareholders entitled to vote at the Meeting, 6,026,688
shares of the Common Stock were issued and outstanding.
Proxies in the enclosed form will be effective if properly executed and returned
prior to the Meeting in the enclosed envelope to Computershare Trust Company,
Inc., Proxy Department, P.O. Box 1596, Denver, Colorado 80201-1596. The Common
Stock represented by each effective proxy will be voted at the Meeting in
accordance with the instructions on the proxy. If no instructions are indicated
on a proxy, all Common Stock represented by such proxy will be voted FOR
approval of the Reverse Split, and, as to any other matters of business which
properly come before the Meeting, by the named proxies at their discretion.
Any shareholder signing and mailing the enclosed proxy may revoke it at any time
before it is voted by giving written notice of the revocation to the Company, by
voting in person at the Meeting or by filing at the Meeting a later executed
proxy.
When a quorum is present, the Reverse Split will be approved if the votes cast
in favor of the Reverse Split exceed the votes cast in opposition. With respect
to any other matter which may properly come before the Meeting, unless a greater
number of votes is required by law or by the Company's Amended and Restated
Articles of Incorporation, a matter will be approved by the shareholders if the
votes cast in favor of the matter exceed the votes cast in opposition.
Abstentions, broker non-votes (i.e., shares held by brokers or nominees as to
which the broker or nominee indicates on a proxy that it does not have
discretionary authority to vote) and any other shares not voted will be treated
as shares that are present and entitled to vote for purposes of determining the
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presence of a quorum. However, for purposes of determining whether the Reverse
Split is approved, or whether any other matter which properly may come before
the Meeting is approved, abstentions, broker non-votes and any other shares not
voted will not be considered as votes cast. Thus, abstentions, broker non-votes
and any other shares not voted will have no impact in the approval of the
Reverse Split, or any other matter which properly may come before the Meeting so
long as a quorum is present.
The Company will pay the cost of soliciting proxies in the accompanying form.
The Company has retained the services of Computershare Trust Company, Inc. to
assist in distributing proxy materials to brokerage houses, banks, custodians
and other nominee holders. The estimated cost of such services is approximately
$1,400 plus out-of-pocket expenses. Although there are no formal agreements to
do so, proxies may be solicited by officers and other regular employees of the
Company by telephone or by personal interview for which employees will not
receive additional compensation. Arrangements also may be made with brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation
materials to beneficial owners of the shares held of record by such persons, and
the Company may reimburse such persons for reasonable out-of-pocket expenses
incurred by them in so doing.
PROPOSED REVERSE SPLIT
The Company's Common Stock is currently quoted on the Nasdaq National Market
("NNM"). However, as previously reported, the Company has been informed by The
Nasdaq Stock Market, Inc. ("Nasdaq") that its stock will be de-listed from the
NNM if it cannot come into compliance with the maintenance criteria for
continued listing. The Company does not currently meet NNM's maintenance
criteria for a minimum bid price or market value of its shares held by
non-affiliates. In addition, the Company's Common Stock does not currently
maintain a minimum bid price sufficient to allow it to move its listing to the
Nasdaq SmallCap Market ("SmallCap Market"). The Company has requested an
extension of time from Nasdaq in which to meet these criteria. A hearing on the
Company's request is scheduled for February 1, 2001, before a Nasdaq panel (the
"Panel"). Unless the Company is successful in obtaining an extension of time
from the Panel or circumstances change, the Company's stock would be delisted
from the NNM on February 1, 2001, and it would likely be traded thereafter on
the OTC Bulletin Board. The purpose of the Reverse Split is to increase the
market value per share of the Company's common stock in order to meet the
minimum bid price for NNM and SmallCap listed securities of $1.00 per share.
There can be no assurance that if the Reverse Split is approved, the market
value per share of the Company's Common Stock will exceed the $1.00 minimum bid
criteria. Moreover, even if the Reverse Split is approved, the Company's Common
Stock may still not meet the NNM's criteria for market value of shares held by
non-affiliates. Thus, unless the Panel grants the Company's request for an
extension of time to meet the NNM criteria for market value of shares held by
non-affiliates, the Company's Common Stock may be delisted from the NNM.
The Company has also requested, in the alternative, that Nasdaq grant to it an
extension of time in which to file an application to list its common stock on
the SmallCap Market. The Company believes that, upon completion of the Reverse
Split, the Company will meet the requirements for transfer to and continued
listing on the SmallCap Market. The Board of Directors believes that a listing
of the Company's Common Stock on the SmallCap Market will provide its
shareholders with greater liquidity than if the stock were traded on the OTC
Bulletin Board. In addition, a listing on the SmallCap Market will provide the
Company's Common Stock with a continued exemption from the limitations on
trading applicable to "penny stocks," defined as any stock traded at below $5
per share except stocks listed on a national exchange or authorized for
quotation on a national quotation service such as Nasdaq. Certain policies and
practices of the securities industry relating to penny stocks may tend to
discourage individual brokers and brokerage firms from dealing in these stocks.
Some of these policies and practices involve time-consuming procedures that make
the handling of lower priced stocks economically unattractive. The brokerage
commission on a sale of penny stock may also represent a higher percentage of
the sale price than the brokerage commission on a higher priced issue. Any
reduction in brokerage commissions resulting from the Reverse Split may be
offset, however, in whole or in part, by increased brokerage commissions
required to be paid by shareholders selling "odd lots" created by the Reverse
Split.
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In order to meet the minimum bid price requirement for listing on the SmallCap
Market, the Company has determined that it is necessary to complete the Reverse
Split. Since the Company is already listed on the NNM, the Company may transfer
its listing to the SmallCap Market based upon the SmallCap Market's maintenance
standard requirements. Among other things, as such requirements pertain to the
Company, the Company must have: (i) at least 500,000 shares held by
non-affiliates; (ii) an aggregate market value of public float of at least
$1,000,000; (iii) at least 300 shareholders who own 100 shares of Common Stock
or more; and (iv) a minimum bid price of at least $1.00 per share. The Company
believes that it will meet all of these listing criteria upon the completion of
the Reverse Split. There can be no assurance that the Company will meet or
maintain these listing requirements in the future.
To complete the Reverse Split, the Company's Board of Directors has unanimously
adopted resolutions approving and recommending that shareholders approve the
Reverse Split and provide for the rounding up to the next higher whole share in
lieu of issuing fractional shares otherwise issuable in connection therewith.
There will be no change in the number of the Company's authorized shares of
Common Stock.
The Board of Directors believes that approval of the Reverse Split pursuant to
which the Company would issue one new share of Common Stock in exchange for
between three and five shares of Common Stock as determined by the Board of
Directors is in the best interests of the Company and its shareholders. This
provides the Board with maximum flexibility to achieve the purposes of the
Reverse Split.
If the Reverse Split is approved by the required vote of shareholders, the
Company's outstanding shares (the "Old Shares") of Common Stock would be
exchanged for new shares (the "New Shares") of Common Stock in the exchange
ratio established by the Company's Board of Directors.
The Board of Directors recommends that shareholders vote for the Reverse Split.
CERTAIN EFFECTS OF THE REVERSE SPLIT
The Reverse Split will not change the proportionate equity interests of the
Company's shareholders, nor will the respective voting rights and other rights
of shareholders be altered, except for possible immaterial changes due to the
rounding up to the next higher whole share rather than issuing fractional
shares. The Common Stock issued pursuant to the Reverse Split will remain fully
paid and nonassessable. The Company will continue to be subject to the periodic
reporting requirements of the Securities Exchange Act of 1934, as amended.
Based on the 6,026,688 shares of Common Stock outstanding on the Record Date,
the following table reflects the percentage reduction in the outstanding shares
of Common Stock and the approximate number of shares that would be outstanding
after the Reverse Split:
<TABLE>
<CAPTION>
PROPOSED PERCENTAGE SHARES OUTSTANDING
REVERSE SPLIT REDUCTION AFTER REVERSE SPLIT
<S> <C> <C>
1 for 3 66% 2,008,896
1 for 4 75% 1,506,672
1 for 5 80% 1,205,337
</TABLE>
The above table gives effect to the Reverse Split as if it occurred on the
Record Date, subject to adjustment resulting from the rounding up to the next
higher whole share rather than issuing fractional shares. The above table
excludes, on a pre-Reverse Split basis, shares of Common Stock subject to
outstanding options and warrants and shares of Common Stock available for the
grant of future options under the Company's stock option plans. Shareholders
should recognize that if the Reverse Split is approved, they will own a lesser
number of shares than they presently own. The number of authorized shares of
Common Stock will remain at 20,000,000 shares.
The Reverse Split will not affect the proportionate equity interest in the
Company of any shareholder, except such immaterial changes as may result from
rounding up to the next higher whole share rather than issuing fractional
shares. After the Reverse Split, each share of Common Stock will entitle the
holder thereof to one vote per share and be otherwise identical to the shares
prior to the Reverse Split.
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While the Company expects that the Reverse Split will result in an increase in
the market price of the Common Stock, there can be no assurance that the Reverse
Split will increase the market price of the Common Stock sufficient to meet the
minimum bid price requirement for NNM or SmallCap or result in a permanent
increase in the market price (which is dependent upon many factors, including
the Company's performance and prospects). Also, should the market price of the
Common Stock decline, the percentage decline may be greater than would result in
the absence of the Reverse Split. Furthermore, the possibility exists that
liquidity in the market price of the Common Stock could be adversely affected by
the reduced number of shares that would be outstanding after the Reverse Split.
In addition, the Reverse Split will increase the number of shareholders of the
Company who own less than 100 shares. Shareholders who hold less than 100 shares
typically will experience an increase in the cost of selling their shares, as
well as greater difficulty in effecting such sales. Consequently, there can be
no assurance that the Reverse Split will achieve the desired results that have
been outlined above.
PROCEDURE FOR EFFECTING REVERSE SPLIT
After approval of the Reverse Split by the requisite vote of shareholders, the
ratio of the Reverse Split will be determined by the Board of Directors. The
Reverse Split will then become effective on the date (the "Effective Date")
established by the Company's Board of Directors.
Beginning on the Effective Date, each certificate representing Old Shares will
be deemed for all corporate purposes to evidence ownership of New Shares.
Shareholders may exchange their existing stock certificates for certificates
representing their New Shares if they so choose.
FRACTIONAL SHARES
No scrip or fractional certificates will be issued in connection with the
Reverse Split. In lieu of issuing fractional shares, the Company will round up
to the next higher whole share any fractional shares that result from the
Reverse Split.
EFFECT ON OUTSTANDING OPTIONS AND WARRANTS
As of January 12, 2001, there were outstanding options to purchase an aggregate
of 590,779 shares of Common Stock pursuant to the Company's Employee Stock
Option Plan and Stock Option Plan for Managed Dental Centers and warrants to
purchase an aggregate of 290,872 shares of Common Stock.
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All of the outstanding options and warrants are subject to a provision for
adjustments in the number of shares covered thereby and the exercise price
thereof, in the event of a reverse stock split. If the Reverse Split is
approved, there will be a proportionate reduction in the number of shares of
Common Stock subject to outstanding options and warrants and the exercise price
per share would be proportionately increased. The number of shares authorized
and available for grant under the Employee Stock Option Plan and the Stock
Option Plan for Managed Dental Centers will be proportionately reduced.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The following is a summary of certain material U.S. federal income tax
consequences of the Reverse Split and does not purport to be complete. It does
not discuss any state, local, foreign or minimum income or other U.S. federal
tax consequences. Also, it does not address the tax consequences to shareholders
that are subject to special tax rules, such as banks, insurance companies,
regulated investment companies, personal holding companies, foreign entities,
nonresident alien individuals, broker-dealers and tax-exempt entities. The
discussion is based on the provisions of the U.S. federal income tax law as of
the date hereof, which is subject to change retroactively as well as
prospectively. This summary also assumes that the Old Shares were, and the New
Shares will be, held as a "capital asset" under the Internal Revenue Code of
1986, as amended. The tax treatment of a shareholder may vary depending upon the
particular facts and circumstances of such shareholder.
EACH SHAREHOLDER SHOULD CONSULT WITH SUCH SHAREHOLDER'S OWN TAX ADVISOR WITH
RESPECT TO THE CONSEQUENCES OF THE REVERSE SPLIT
The Reverse Split is an isolated transaction and is not part of a plan to
increase periodically any shareholder's proportionate interest in the assets or
earnings and profits of the Company. As a result, no gain or loss should be
recognized by a shareholder of the Company upon such shareholder's exchange of
Old Shares for New Shares pursuant to the Reverse Split. The aggregate tax basis
of the New Shares received in the Reverse Split will be the same as the
shareholder's aggregate tax basis in the Old Shares exchanged therefor.
LACK OF DISSENTER'S RIGHTS
Dissenting shareholders will not have appraisal rights under the Colorado
Business Corporation Act if the proposed Reverse Split is effected because the
Company's Common Stock was listed on the NNM on the Record Date. Shareholders
who believe that they may be aggrieved by the Reverse Split may have other
rights under federal law or common law, such as rights relating to the fairness
of the Reverse Split and the fiduciary responsibilities of the corporate
officers, directors and shareholders. The nature and extent of such rights, if
any, may vary depending upon the facts and circumstances.
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RESOLUTIONS TO BE ADOPTED
In connection with the proposed Reverse Split, resolutions in substantially the
following form will be submitted for adoption by the shareholders of the
Company.
RESOLVED, that:
(a) The issued and outstanding shares of Common Stock ("Old Stock") on the
Effective Date as defined below shall be converted into shares of fully-paid and
non-assessable Common Stock ("New Stock") at a ratio of one share of New Stock
for between three to five shares of Old Stock (the "Reverse Split"). The Board
of Directors of the Company is authorized to determine the exact conversion
ratio within the range of three to five shares and to establish the effective
date ("Effective Date") of the Reverse Split. Any fractional interest in New
Stock that would otherwise result from the Reverse Split shall be rounded up to
the next higher whole share.
(b) From and after the Effective Date of the Reverse Split, certificates
representing shares of Old Stock shall be deemed to represent only the right to
shares of New Stock to which the shareholder would be entitled.
FURTHER RESOLVED, that the officers of the Company are hereby authorized and
directed to do all other things and execute and file all documents which in
their sole judgment are deemed to be necessary and proper to carry out the
intent of the foregoing resolutions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of January 12, 2001, by
(i) all persons known by the Company to be the beneficial owners of 5% or more
of the Common Stock, (ii) each director, (iii) each of the executive officers,
and (iv) all executive officers and directors as a group. Unless otherwise
indicated, the address of each of the persons named below is in care of the
Company, 3801 East Florida Avenue, Suite 508, Denver, Colorado 80210.
<TABLE>
<CAPTION>
Number of Shares Percent of
Name of Beneficial Owner Beneficially Owned Class(1)(2)
------------------------ ------------------ -----------
<S> <C> <C>
Frederic W.J. Birner (3) 677,241 11.1%
Mark A. Birner, D.D.S. (4) 817,466 13.4%
Dennis N. Genty (5) 567,280 9.3%
James M. Ciccarelli (6) 58,099 *
Steven M Bathgate (7) 310,874 5.1%
Lee Schlessman (8) 527,321 8.7%
All executive officers and directors as a group (five 2,430,960 38.1%
persons) (9)
</TABLE>
------------------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options, warrants and convertible debentures currently exercisable or
convertible, or exercisable or convertible within 60 days of January 12,
2001, are deemed
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outstanding for computing the percentage of the person or entity holding
such securities but are not outstanding for computing the percentage of any
other person or entity. Except as indicated by footnote, and subject to
community property laws where applicable, the persons named in the table
above have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them.
(2) Percentage of ownership is based on 6,026,688 shares of Common Stock
outstanding at January 12, 2001.
(3) Includes 59,510 shares of Common Stock that are issuable upon the exercise
of options that are currently exercisable and 36,680 shares of Common Stock
that are issuable upon the exercise of warrants that are currently
exercisable. Includes 8,500 shares of Common Stock owned by his wife. Mr.
Birner disclaims beneficial ownership of all shares held by his wife.
(4) Includes 58,099 shares of Common Stock that are issuable upon the exercise
of options that are currently exercisable and 36,680 shares of Common Stock
that are issuable upon the exercise of warrants that are currently
exercisable.
(5) Includes 48,930 shares of Common Stock that are issuable upon the exercise
of options that are currently exercisable and 36,680 shares of Common Stock
that are issuable upon the exercise of warrants that are currently
exercisable. Includes 473,770 shares of Common Stock owned by his wife. Mr.
Genty disclaims beneficial ownership of all shares held by his wife.
(6) Includes 15,000 shares of Common Stock that are issuable upon the exercise
of options that are currently exercisable and 43,099 shares of Common Stock
that are issuable upon the exercise of warrants that are currently
exercisable.
(7) Includes 25,000 shares of Common Stock that are issuable upon the exercise
of options that are currently exercisable or are exercisable within 60
days. Includes 127,700 shares of Common Stock owned by his wife. Mr.
Bathgate disclaims beneficial ownership of all shares held by his wife.
Includes 74,000 shares of Common Stock owned by Bathgate Family Partnership
Ltd. Mr. Bathgate disclaims beneficial ownership of these securities except
to the extent of his pecuniary interest therein.
(8) Includes 247,193 shares of Common Stock over which Mr. Schlessman has sole
voting power pursuant to certain powers of attorney, but for which he
disclaims beneficial ownership. The address for Mr. Schlessman is 1301
Pennsylvania Avenue, Suite 800, Denver, CO 80203.
(9) Includes 359,678 shares of Common Stock issuable upon the exercise of
options and warrants held by all executive officers and directors as a
group that are currently exercisable or are exercisable within 60 days.
There has been no change in control of the Company since the beginning of its
last fiscal year, and there are no arrangements known to the Company, including
any pledge of securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.
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OTHER BUSINESS
As of the date of this Proxy Statement, management was not aware of any business
not described above would be presented for consideration at the Meeting. If any
other business properly comes before the Meeting, it is intended that the shares
represented by proxies will be voted in respect thereto in accordance with the
judgment of the persons voting them.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ Dennis N. Genty
-------------------------------------
Name: Dennis N. Genty
Title: Chief Financial Officer,
Secretary and Treasurer
Denver, Colorado
January 30, 2001
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PROXY PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD FEBRUARY 22, 2001
The undersigned hereby appoints Frederic W.J. Birner, Mark A. Birner, D.D.S. and
Dennis N. Genty, and each of them, proxies of the undersigned, with full power
of substitution, to vote all shares of Common Stock of Birner Dental Management
Services, Inc. (the "Company"), which the undersigned is entitled to vote, at
the Special Meeting of Shareholders (the "Meeting") to be held on Thursday,
February 22, 2001, at 10:00 a.m., Mountain Time, at the Company's offices, 3801
East Florida Avenue, Suite 508, Denver, Colorado, and at any and all
adjournments thereof for the following purposes:
(1) Approval of a proposal to make a reverse split of the Company's issued and
outstanding Common Stock pursuant to which the Company would issue one
share for between three and five shares of its presently outstanding Common
Stock as determined by the Company's Board of Directors:
For [ ] Against [ ] Abstain [ ]
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER (S). IF NO DIRECTION IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING "FOR" APPROVAL OF THE
REVERSE SPLIT.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and the Proxy Statement furnished therewith. The undersigned hereby
revokes any proxies given prior to the date reflected below.
Dated
, 2001
-------------------
-------------------------------------
-------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S)
Please complete, date and sign exactly as
your name appears hereon. If shares are
held jointly, each holder should sign.
When signing as attorney, executor,
administrator, trustee, guardian or
corporate official, please add your title.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE SIGN AND
RETURN THIS PROXY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE TO COMPUTERSHARE
TRUST COMPANY, INC., AS AGENT FOR THE COMPANY. THE GIVING OF A PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
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