-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LrbiOrzYiPe6lQRh6d9zOXuNhgA7rA7AsgGFcx8/dgWsCf+eF8kXpBHvQ0fcrcbr 2NLbJgnei/+QcWKYQQD0RQ== 0001015402-99-001023.txt : 19990921 0001015402-99-001023.hdr.sgml : 19990921 ACCESSION NUMBER: 0001015402-99-001023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990916 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD HEALTH ENTERPRISES INC CENTRAL INDEX KEY: 0000727303 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 521528581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12050 FILM NUMBER: 99713696 BUSINESS ADDRESS: STREET 1: 95 ENTERPRISE T CITY: ALISO VIEJO STATE: CA ZIP: 92656-2601 BUSINESS PHONE: 9494254110 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) SEPTEMBER 16, 1999 SAFEGUARD HEALTH ENTERPRISES, INC. -------------------------------------------------- (Exact Name of registrant as specified in its charter) DELAWARE 0-12050 52-1528581 -------------- ---------- ----------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 95 ENTERPRISE, ALISO VIEJO, CALIFORNIA 92656-2601 -------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 949.425.4110 ------------ ITEM 5. OTHER EVENTS As previously disclosed in its Quarterly Report on Form 10-Q for the period ended March 31, 1999, SafeGuard announced that it had received a letter from NASDAQ indicating that it no longer meets the net tangible asset requirement for continued NASDAQ national market system listing. Thereafter, SafeGuard requested a hearing to review this matter and was advised that its request for a hearing will prevent any delisting of SafeGuard's stock until such issue has been determined or resolved with NASDAQ. During such interim period, SafeGuard's stock continued to be traded on the NASDAQ national market system. As previously disclosed in its Quarterly Report on Form 10-Q for the period ended June 30, 1999, SafeGuard announced that it provided NASDAQ with a proposal for achieving compliance with the net tangible asset requirement and that a hearing was held on July 16, 1999, in Washington, D.C., at which time additional information was provided to NASDAQ. In addition, the Company announced that at such time, it had not yet received the ruling from the NASDAQ Hearing Panel and that no assurance could be made after any applicable appeal periods, that SafeGuard would be able to maintain its NASDAQ national market listing. On September 3, 1999, SafeGuard announced in a Press Release, attached hereto at EXHIBIT "1", that it received on September 2, 1999, a notice from NASDAQ that it has determined to delist SafeGuard's shares from the NASDAQ national market effective with the close of business on September 1, 1999, as a result of SafeGuard not remaining in compliance with the net tangible asset maintenance requirement. NASDAQ advised SafeGuard that its shares are eligible for listing on the Over-the-Counter Bulletin Board and SafeGuard expects that its stocks would be quoted and traded in such market. On September 4, 1999, the Company's common stock began trading on the Over-the-Counter Bulletin Board. As previously disclosed in SafeGuard's 1998 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q for the periods ended March 31, 1999 and June 30, 1999, SafeGuard has entered into an agreement with an investor group to invest $40 million in the Company. The investor group has indicated to the Company their commitment to continue with such investment in SafeGuard. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit No. Exhibit Description: ----------- -------------------- 99.1 Press Release SIGNATURES 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. SAFEGUARD HEALTH ENTERPRISES, INC. By: /S/ STEVEN J. BAILEYS, D.D.S. ------------------------------------------------- STEVEN J. BAILEYS, D.D.S., Chairman of the Board and Chief Executive Officer Date: SEPTEMBER 16, 1999 By: /S/ RONALD I. BRENDZEL, J.D. ------------------ ------------------------------------------------- RONALD I. BRENDZEL, J.D. Senior Vice President and Secretary EX-99.1 2 CONTACTS: Robert J. Pommersheim - --------- Interim Chief Financial Officer (949) 425-4140 FOR IMMEDIATE RELEASE SAFEGUARD HEALTH ENTERPRISES, INC. NASDAQ NATIONAL MARKET DELISTING ALISO VIEJO, California-September 3, 1999-SafeGuard Health Enterprises, Inc. (Nasdaq:SFGD) announced today that it received on September 2, 1999, a notice from Nasdaq that it has determined to delist the Company's shares from the Nasdaq National Market effective with the close of business on September 1, 1999 as a result of the Company not remaining in compliance with the net tangible asset maintenance requirement. SafeGuard stated that Nasdaq advised the Company that its shares are eligible for listing on the OTC Bulletin Board and the Company expects that its stock will be quoted and traded in that market. The shares closed at 3-11/16 Thursday on the Nasdaq stock market. As previously announced, the Company has entered into an agreement with an investor group to invest $40 million in the Company. After careful consideration, the investor group has indicated to the Company their commitment to continue with their investment in the Company. SafeGuard is a dental benefits marketing company, providing dental benefits to nearly 1 million members in 20 states and the District of Columbia. The company offers a variety of managed and indemnity dental programs, as well as vision products. In addition, SafeGuard provides administrative and preferred provider organization services. -----END PRIVACY-ENHANCED MESSAGE-----