Dental Services of America makes announcement.MIAMI--(BUSINESS WIRE)--June 24, 1997--Dental Services of America Inc., trading under the NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on symbol "FLOS FLOS Fractional Lower-Order Statistics ," and its warrant under the symbol "FLOSZ," announced that Dr. Luis Cruz, MD has been elected chairman of the board of directors and chief executive officer. Dr. Cruz was the founder and chairman of Miami Dade Health Plans Inc., a Florida Licensed HMO HMO health maintenance organization. HMO n. A corporation that is financed by insurance premiums and has member physicians and professional staff who provide curative and preventive medicine within certain financial, which he sold to CAC See Consumer Advisory Council. RAMSAY Health Plans Inc., which was later acquired by United Health Care Inc. He served as the vice-chairman of Gibraltar Bank and is presently the chairman of Gibraltar Financial Inc. Dr. Cruz is also the president of W.L. Dairy Farms Inc. and has substantial real estate holdings throughout Florida. The company also announced the election of Maria C. Suarez to the board of directors. Suarez is a member of the Florida Bar and previously served as the legal counsel to Miami Dade Health Plans Inc., and in Legislative Affairs for CAC RAMSAY Health Plans Inc. The company also announced that Dr. Cruz has invested $495,000 in Dental Services of America Inc. for 100,000 Shares of Class "A" Callable Callable Applies mainly to convertible securities. Redeemable by the issuer before the scheduled maturity under specific conditions and at a stated price, which usually begins at a premium to par and declines annually. Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". , callable after 5 years. The Class "A" Convertible Preferred Shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. are convertible into 10 shares of Common Stock, except that they may be converted into 15 shares of Common Stock should the company have cumulative pre-tax earnings of $1,000,000 over the 5 year period, and 20 shares of Common Stock should the company have pre-tax earnings of $1,000,000 during any one of the first 5 years. Dr. Cruz has also contributed to the company an existing building with approximately 10,000 rentable square feet, located at 2260 S.W. 8th Street, Miami, Fla. The building is valued at approximately $1,250,000 and was contributed in exchange for 250,000 Shares of Series "C" Callable Convertible Preferred Shares. The Class "C" Shares are callable by the company at $5 per share and are convertible into 1,250,000 Share of Common Stock. The company expects to move its National Headquarters to this location. Dr. Cruz stated, "My number one goal is to make this company profitable before the end of this calendar year." Dr. Cruz further stated, "I have seen the progress of Dental Services of America and am proud to be leading such a progressive organization. We intend to expand the prepaid managed dental care plans into multi-state plans which will serve members with the level of dental care that they deserve. Quality and accessibility at reasonable prices are the goals we have set for our enrolled members. We also intend to continue on our acquisitions and expand our dental practice management business throughout regions and markets." Dr. Cruz founded Miami Dade Health Plans Inc., a Florida licensed HMO and Medicaid Prepaid Plan and grew it to 25,000 members before selling it for over $13 million to CAC Ramsay Health Plans Inc. He also founded a Medicare certified Home Health Agency which was sold as part of the HMO transaction. He invested and took over as vice chairman of Gibraltar Bank, a financial institution which had approximately $28 million in assets and one banking facility. In a little over 2 years, he helped turn the institution around and it currently has over $150 million in assets, is operating profitably and has three branches. He is a well respected physician and community activist with a track record of taking companies and leading them to their greatest level of opportunity and profitability. Dental Services of America Inc., a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. , is a dental practice management and managed dental care company. It currently operates dental clinics in the Florida and Georgia area and provides managed dental care through its wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. DENTALL PLANS of Florida, with approximately 250 members, and DENTALL PLANS of Georgia, with approximately 1,000 members. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: Statements contained in this news release that are not historical facts are forward-looking and are based on management's estimates, assumptions and projections. Actual results may vary materially. Further factors involving financial results may be found in documents filed with the Securities and Exchange Commission. CONTACT: Dental Services of America Inc., Miami Stanley Greenstein, 305/895-0716 |
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