UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 03, 2005
(December 27, 2004)
UNION DENTAL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-32563 650710392
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1700 University Drive, Suite 200, Coral Springs, FL 33071
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 575-2252
NATIONAL BUSINESS HOLDINGS, INC.
4878 Ronson Court, San Diego, CA 92111
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(Former name or former address, if changed since last report.)
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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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Union Dental Holdings, Inc. (the "Company") is amending its Form 8-K filed
on January 4, 2005, to include: (i) the articles of incorporation for its
subsidiary, Union Dental Corporation, (ii) the articles of incorporation for
Direct Dental Services, Inc., (iii) Bylaws for Union Dental Corporation, (iv)
Bylaws for Direct Dental Services, Inc., (v) Robert Gene Smith's Employment
Agreement, (vi) Business Affiliate Agreement, and (vii) Management Services
Agreement. This Form 8-K/A does not amend or restate any information previously
filed on the associated Form 8-K filed on January 4, 2005.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
** Information previously filed on the associated Form 8-K filed on January 4,
2005.
Item 4.01 Changes In Registrant's Certifying Accountant
** Information previously filed on the associated Form 8-K filed on January 4,
2005.
Section 5 - Corporate Governance and Management
Item 5.01 Change in Control of Registrant.
** Information previously filed on the associated Form 8-K filed on January 4,
2005.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
** Information previously filed on the associated Form 8-K filed on January 4,
2005.
Item 5.05 Amendment to the Registrant's Code of Ethics or Waiver of a Provision
of the Code of Ethics.
** Information previously filed on the associated Form 8-K filed on January 4,
2005.
Section 8 - Other Events
Item 8.01 Other Events.
Certificate of Incorporation and By-laws.
As soon as practicable following the Acquisition, the articles of
incorporation of the Company will be amended and restated to: (i) change the
name of the Company to Union Dental Holdings, Inc. As soon as practicable
following the Acquisition, the bylaws of the Company will be amended and
restated in their entirety.
Section 9 - Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
** Information previously filed on the associated Form 8-K filed on January 4,
2005.
(b) ProForma Financial Information
** Information previously filed on the associated Form 8-K filed on January 4,
2005.
(c) Exhibits.
Exhibit No. Description
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2.3 * Reorganization Agreement, dated December 28, 2004, by and among
the Company, Union Dental, DDS and the shareholders of Union
Dental and DDS.
2.4 * Asset Purchase Agreement dated October 15, 2004 by and among
Union Dental and George D. Green, DDS, P.A.
3(i).3 ** Articles of Incorporation of Union Dental Corp.(to be provided
under seperate cover.)
3(i).4 ** Articles of Incorporation of Direct Dental Services, Inc. (to be
provided under seperate cover.)
3(ii).2 ** Bylaws of Union Dental Corp. (to be provided under
seperate cover.)
3(ii).3 ** Bylaws of Direct Dental Services, Inc.(to be provided under
seperate cover.)
4.1 * Form of Option issued to Union Dental optionholders.
10.1 ** Business Associate Agreement dated October 15, 2004 by and among
Union Dental and George D. Green, DDS, P.A. (to be provided under
seperate cover.)
10.2 ** Management Services Agreement dated October 15, 2004 by and among
Union Dental and George D. Green, DDS, P.A. (to be provided under
seperate cover.)
10.3 * Employment Agreement dated March 20, 2004 by and among Union
Dental and Dr. George D. Green.
10.4 * Employment Agreement dated October 26, 2004 by and among Union
Dental and Dr. Leonard I. Weinstein.
10.5 * Shareholder's Agreement and Management Contract by and among
Union Dental and Tropical Medical Services.
10.6 ** Employment Agreement dated February 15, 2004 by and among Union
Dental and Robert Gene Smith.
10.7 * 2004 Stock Option Plan for Union Dental.
14.1 * Code of Ethics.
16.1 * Letter from Lawrence Scharfman to the Securities and Exchange
Commission dated January 3, 2005.
17.1 * Letter of Resignation of Dr. Melvyn Greenstein.
17.2 * Letter of Resignation of Roger E. Pawson
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* Filed with the 8-K on January 4, 2005.
** Filed herewith.
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.
NATIONAL BUSINESS HOLDINGS, Inc.
February 03, 2005 By: /s/ Dr. George D. Green
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Name: George D. Green
Title: President and Chief Executive Officer
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