- Current report filing (8-K)
04 November 2011 - 10:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of report (Date of earliest event reported): October 31, 2011
AMERICAN DENTAL PARTNERS, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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0-23363
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04-3297858
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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American Dental Partners, Inc.
401 Edgewater Place, Suite 430
Wakefield, Massachusetts 01880
(Address of Principal Executive Offices,
Including Zip Code)
Registrants telephone number, including area code: (781) 224-0880
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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This Current Report on Form 8-K contains forward-looking statements, as defined by the Private Securities
Litigation Reform Act of 1995, about the performance of American Dental Partners, Inc. (the Company). For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words believes, anticipates, plans, expects and similar expressions are intended to identify forward-looking statements. There are a number of factors
that could cause actual events or results to differ materially from those indicated by such forward-looking statements, many of which are beyond the Companys control, including the risk factors disclosed previously and from time to time in the
Companys filings with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements contained herein represent the Companys estimate only as of the date of this filing and should not be relied upon as
representing the Companys estimate as of any subsequent date. While the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so to reflect actual
results, changes in assumptions or changes in other factors affecting such forward-looking statements.
Item 1.01. Entry Into a
Material Definitive Agreement
On October 31, 2011, American Dental Partners of Wisconsin, LLC (ADPW), a wholly-owned
subsidiary of the Company, and Wisconsin Dental Group, S.C. (ForwardDental) entered into a Second Amended and Restated Service Agreement (the Second Amended Service Agreement), dated effective October 24, 2011. Pursuant
to the Second Amended Service Agreement, the parties modified the prior Amended and Restated Service Agreement entered into effective January 1, 1999 (the Prior Service Agreement). The material changes and clarifications from the
Prior Service Agreement to the Second Amended Service Agreement are summarized below:
1.
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The Second Amended Service Agreement clarifies the engagement, authority and responsibility of ADPW with respect to the provision of non-clinical administrative and
management services to ForwardDental.
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2.
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The Second Amended Service Agreement clarifies the responsibilities of the policy board.
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3.
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The Second Amended Service Agreement clarifies the responsibilities of ForwardDental.
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4.
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The Second Amended Service Agreement clarifies and enhances the obligations of the parties with respect to confidential and proprietary information.
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5.
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The Second Amended Service Agreement requires ForwardDental to provide a security interest in certain collateral to secure ForwardDentals present and future
payment and performance obligations to ADPW.
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6.
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The Second Amended Service Agreement modifies the initial term of the agreement by providing that the initial term shall end on October 23, 2051, and clarifies the
termination rights of the parties and the effect of termination, including a specific acknowledgment by the parties that upon termination the parties have the right to engage in reasonably necessary and appropriate activities to prepare to operate
such partys business following termination.
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7.
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The Second Amended Service Agreement includes provisions requiring binding arbitration of claims or disputes between the parties, waiving each partys right to a
jury trial, and excluding liability for indirect, exemplary and punitive damages.
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The foregoing description of the material
changes to the Second Amended Service Agreement is qualified in its entirety by reference to the full text of the Second Amended Service Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
On October 31, 2011, the
Company and Gregory A. Serrao entered into the Second Amendment to the Amended and Restated Employment and Non-Competition Agreement (the Amended Employment
Agreement). Pursuant to the Amended Employment Agreement, the parties modified the prior Amended and Restated Employment and Non-Competition Agreement entered into dated January 2,
2001, as amended by a First Amendment dated January 1, 2009 (the Prior Employment Agreement). The parties entered into the Amended Employment Agreement to modify certain provisions to reflect accurately certain current factual
circumstances, which are summarized below:
1. The base salary provision has been modified to reflect Mr. Serraos current base
salary.
2. The bonus compensation provision has been modified to reflect the current practice of the Compensation Committee of the Board of
Directors with regard to establishing performance objectives for Mr. Serrao and the maximum bonus which may be payable to Mr. Serrao.
3. The vacation provision has been modified to reflect Mr. Serraos current vacation benefit.
4. The insurance coverage provision has been modified to reflect the Companys practice for determination of insurance coverage.
5. References to Options Plans have been clarified to reflect all Company stock-based compensation plans in which Mr. Serrao may participate.
The foregoing description of the changes to the Amended Employment Agreement is qualified in its entirety by reference to the full text of
the Amended Employment Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01. Financial
Statements and Exhibits
10.1
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Second Amended and Restated Service Agreement between American Dental Partners of Wisconsin, LLC and Wisconsin Dental Group, S.C., dated effective October 24, 2011
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10.2
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Second Amendment to the Amended and Restated Employment and Non-Competition Agreement between American Dental Partners, Inc. and Gregory A. Serrao, dated
October 31, 2011
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMERICAN DENTAL PARTNERS, INC.
(Registrant)
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November 4, 2011
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/s/ Breht T. Feigh
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Breht T. Feigh
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Executive Vice President,
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Chief Financial Officer and Treasurer
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(principal financial officer)
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Second Amended and Restated Service Agreement between American Dental Partners of Wisconsin, LLC and Wisconsin Dental Group, S.C. dated effective October 24,
2011
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10.2
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Second Amendment to the Amended and Restated Employment and Non-Competition Agreement between American Dental Partners, Inc. and Gregory A. Serrao dated October 31,
2011
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