UNITED STATES
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) February 17, 2005
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:
|_| 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)].
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(a) Effective on February 17, 2005, Dr. Leonard I. Weinstein resigned as a
member of the board of directors of Union Dental Corp., a Florida corporation
and wholly owned subsidiary of Union Dental Holdings, Inc. The employment
agreement by and between Union Dental Corp. and Dr. Weinstein dated October 26,
2004 was rescinded. Dr Weinstein waived his right to an annual base salary of
$60,000, the right to receive $500 per meeting as a director, and his
entitlement to receive an option to purchase 156,250 shares of Union Dental
Holdings, Inc. restricted common stock at a 10% discount from the first quote
after the Acquisition. In addition, the Shareholder's Agreement and Management
Contract entered into by and between Union Dental Corp and Tropical Medical
Services, a company that Dr. Weinstein is President has been rescinded whereby
upon certain contingencies being met, Dr. Weinstein was to receive 960,000
shares of the Issuer.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 11, 2005, the Corporation amended its Articles of Incorporation
to change its name from National Business Holdings, Inc. to Union Dental
Holdings, Inc. On February 8, 2005, the Corporation amended its Articles of
Incorporation as set forth below in connection with the December 27, 2004
acquisition of both Union Dental Corp, and Direct Dental Services, Inc. through
a share exchange and reorganization (the "Acquisition"). Pursuant to the
Acquisition, the Corporation was to issue 1,000,000 shares of its preferred
stock with each share of preferred stock providing voting rights equal to 15
shares of the Corporation's common stock. The Acquisition was disclosed in the
Corporation's Form 8-K filed with the Commission on January 4, 2005 and the Form
8-KA filed on February 4, 2005.
On February 8, 2005, the Corporation amended Article III of its Amended and
Restated Articles of Incorporation dated January 11, 2005 by the Corporation's
sole director on February 7, 2005, pursuant to F.S. 607.0602. Of these shares of
Preferred Stock, 1,000,000 shall be designated as Class "A" Preferred Stock
("Class A Preferred"). The number of shares of Class A Preferred shall be
limited to 1,000,000. The shares of Class A Preferred shall be issued as full
shares, having $0.0001 par value per share. There are no dividend rights,
liquidation preferences or conversion rights applicable to the shares of Class A
Preferred. The shares of Class A Preferred shall have voting rights. For voting
purposes, such class shall be considered part of the Common Shares and shall
vote with the common stock, rather than as a separate class of preferred stock.
Each share of Class A Preferred shall have 15 votes per share.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
C. Exhibits
Exhibit 3(i).5 Amended and Restated Articles of Incorporation of National
Business Holdings, Inc.*
Exhibit 3(i).6 Articles of Amendment to the Amended and Restated Articles of
Incorporation of Union Dental Holdings, Inc.*
Exhibit 17.2 Letter of Resignation of Dr. Leonard I. Weinstein*
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* 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.
UNION DENTAL HOLDINGS, INC.
February 23, 2005 By: /s/ Dr. George D. Green
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Name: George D. Green
Title: President and Chief Executive Officer