-----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, ISwHJJmgA0wJ+NyDeWhyzHAfoh/HIVqCSpV0krCDfcb3srVSBdu+5VVpZznAnYcp rLMLqrS0G0a+qVZ2QRumuQ== 0001015402-99-001101.txt : 19991018 0001015402-99-001101.hdr.sgml : 19991018 ACCESSION NUMBER: 0001015402-99-001101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991005 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991008 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: 99724949 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) OCTOBER 5, 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 ------------ Page 1 of 4 ITEM 5. OTHER EVENTS On October 5, 1999, SafeGuard Health Enterprises, Inc. ("SafeGuard" or the "Company") executed a second amendment to the definitive agreement (the "Agreement") with an investor group led by CAI Partners and Company and Jack R. Anderson ("Investors") to invest $40 million into SafeGuard. A copy of the Agreement was filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed with the U. S. Securities and Exchange Commission ("SEC") on or about June 30, 1999. The first amendment to the Agreement was filed as Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999, which was filed with the SEC on or about August 13, 1999. The second amendment to the Agreement includes that the Company and the investors have agreed that no shares of preferred stock will be issued and sold in the transaction contemplated by the original definitive agreement. The second amendment also provides that as a result of the Company's delisting from the NASDAQ stock market, that the investors have agreed that such event is not to be deemed a material adverse effect on the Company, nor shall it constitute a breach of any representations, warranty, covenant or agreement of the Company contained in the Agreement, and that such event does not constitute a failure to satisfy any condition precedent to the obligations of the Company or the investors under the Agreement, among other items. Notice of the Company's NASDAQ delisting was filed with the SEC as a Current Report on form 8-K dated on or about September 16, 1999. The second amendment to the Agreement is filed with this Report as Exhibit 10.1. The proceeds of this transaction will be used to repay existing debt of SafeGuard. At the closing of this transaction, the existing agreements with SafeGuard's current senior note holders and line of credit lender will be terminated. The transaction is subject to approval by the Company's stockholders, approval by various regulatory agencies including agencies in states in which the Company does business, and other customary conditions. The Company's Stockholders Rights Plan has also been amended so that this transaction does not trigger issuance of the Rights thereunder. Page 2 of 4 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: - ----------- ------------------------------------------------------------- 10.1 Second Amendment to the Debenture and Note Purchase Agreement By and Among SafeGuard Health Enterprises, Inc. and CAI Partners and Company II, L.P., CAI Capital Partners and Company II, L.P. and Jack R. Anderson dated as of October 5, 1999.
[SIGNATURES ON NEXT PAGE] Page 3 of 4 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: STEVEN J. BAILEYS, D.D.S. ---------------------------- STEVEN J. BAILEYS, D.D.S., Chairman of the Board and Chief Executive Officer Date: OCTOBER 6, 1999 By: RONALD I. BRENDZEL, J.D. ----------------- --------------------------- RONALD I. BRENDZEL, J.D. Senior Vice President and Secretary Page 4 of 4 EX-10.1 2 SECOND AMENDMENT TO DEBENTURE AND NOTE PURCHASE AGREEMENT This Second Amendment to Debenture and Note Purchase Agreement (the "Second Amendment") is made as of October 5, 1999 by and between SafeGuard Health Enterprises, Inc., a Delaware corporation (the "Company"), and CAI Partners and Company II, L.P. a Canadian limited partnership, CAI Capital Partners and Company II, L.P. a Canadian limited partnership, and Jack R. Anderson (each of such parties being individually referred to herein as an "Investor" and collectively as the "Investors"). WHEREAS, the Company and the Investors entered into that certain Debenture and Note Purchase Agreement dated June 29, 1999 and that certain First Amendment to Debenture and Note Purchase Agreement, dated July 27, 1999 (as amended, the "Purchase Agreement"), and WHEREAS, effective September 1, 1999, the Common Stock of the Company was delisted from the NASDAQ Stock Market; and WHEREAS, as a result thereof, the Company and the Investors mutually desire to further amend the Purchase Agreement as hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual terms and provisions hereof, the Company and Investors hereby agree as follows: 1. Amendments to Purchase Agreement. ----------------------------------- a. Section 1.6 of the Purchase Agreement is hereby deleted. The Company and the Investors have agreed no shares of Preferred Stock shall be issued and sold in the transaction contemplated by the Purchase Agreement. All references to Preferred Stock in the Purchase Agreement and the Exhibits thereto shall be deemed deleted and of no effect. b. The Investors acknowledge that the Common Stock of the Company has been delisted from the NASDAQ Stock Market. The Investors hereby agree (1) that such event shall not be deemed to have had (or be reasonably likely to have) a Material Adverse Effect on the Company, (2) such event shall not constitute a breach of any representation, warranty, covenant or agreement of the Company contained in the Purchase Agreement, and (3) such event shall not constitute a failure to satisfy any condition precedent to the obligations of the Company or the Investors under the Purchase Agreement. c. Section 6.5 of the Purchase Agreement is hereby deleted. d. Section 7.2(b) of the Purchase Agreement is hereby deleted. e. Section 7.3(k) of the Purchase Agreement is hereby deleted. 1 f. Exhibit F to the Purchase Agreement is hereby deleted. 2. Ratification. As expressly amended by this Second Amendment, the ------------ Purchase Agreement is hereby ratified and confirmed in all respects. 3. Capitalized Terms. Capitalized terms not expressly defined herein ------------------ shall have the same meanings assigned to such terms in the Purchase Agreement. 4. Counterparts. This Second Amendment may be executed in two or ------------ more counterparts each of which shall be deemed an original, but which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the Company and the Investors have executed this Second Amendment as of the day and year first written above. COMPANY: INVESTORS - -------- --------- CAI PARTNERS AND COMPANY II, L.P. SAFEGUARD HEALTH ENTERPRISES, INC. By: CAI PARTNERS AND COMPANY II, L.P. The General Partner By: /S/ STEVEN J. BAILEYS, D.D.S. --------------------------------- Name: Steven J. Baileys, D.D.S. By: /S/ LESLIE B. DANIELS ------------------------------ Title: Chairman and Chief Executive Officer Leslie B. Daniels, President of CLEA II Co., a General Partner By: /S/ RONALD I. BRENDZEL ------------------------- Name: Ronald I. Brendzel CAI CAPITAL PARTNERS Title: Secretary COMPANY II, L.P. By: CAI CAPITAL PARTNERS GP & CO., L.P. the General Partner By: /S/ LESLIE B. DANIELS ------------------------ Leslie B. Daniels, President of CLEA II Co., a General Partner By: /S/ JACK R. ANDERSON ----------------------- Jack R. Anderson 2 -----END PRIVACY-ENHANCED MESSAGE-----