UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant [X]
Filed by
a Party other than the Registrant [ ]
Check the
appropriate box:
[ ] Preliminary
Proxy Statement
[ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive
Proxy Statement
[ ] Definitive
additional Materials
[ ] Soliciting
Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
|
BIRNER DENTAL MANAGEMENT
SERVICES, INC.
(Name
of Registrant as Specified in Its
Charter)
|
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required.
[ ] Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
| _____________________________________________ |
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
| _____________________________________________ |
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
| _____________________________________________ |
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
| _____________________________________________ |
|
(5)
|
Total
fee paid:
|
| _____________________________________________ |
[ ] Fee
paid previously with preliminary materials.
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
|
| _____________________________________________ |
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
| _____________________________________________ |
|
(3)
|
Filing
Party:
|
| _____________________________________________ |
|
(4)
|
Date
Filed:
|
| _____________________________________________ |
BIRNER
DENTAL MANAGEMENT SERVICES, INC.
3801
EAST FLORIDA AVENUE, SUITE 508
DENVER,
COLORADO 80210
April 29,
2008
TO THE
SHAREHOLDERS OF BIRNER
DENTAL
MANAGEMENT SERVICES, INC.:
You are
cordially invited to attend the 2008 Annual Meeting of Shareholders of Birner
Dental Management Services, Inc., to be held on Tuesday June 10, 2008, at
10:00 a.m., Mountain Time, at the Company’s offices, 3801 East Florida
Avenue, Suite 508, Denver, Colorado 80210, for the following
purposes:.
|
(1)
|
To
elect one Class II director to our Board of Directors to hold office until
the annual meeting of stockholders to be held in the year 2011 and
thereafter until his successor is duly elected and
qualified.
|
|
(2)
|
To
transact any other business that properly may come before the meeting and
any adjournment or postponement
thereof.
|
Please
read the enclosed Proxy Statement for the meeting. Whether or not you
plan to attend the meeting, please sign, date and return the proxy card in the
enclosed postage prepaid, addressed envelope, as soon as possible so that your
vote will be recorded. If you attend the meeting, you may withdraw
your proxy and vote your shares in person.
Very
truly yours,
BIRNER
DENTAL MANAGEMENT SERVICES, INC.
By: /s/ Frederic W. J.
Birner
Name:
Frederic W.J. Birner
Title:
Chairman of the Board and Chief Executive Officer
BIRNER
DENTAL MANAGEMENT SERVICES, INC.
3801
EAST FLORIDA AVENUE, SUITE 508
DENVER,
COLORADO 80210
NOTICE
OF ANNUAL MEETING OF
SHAREHOLDERS
TO
BE HELD JUNE 10, 2008
TO OUR
SHAREHOLDERS:
The 2008
Annual Meeting of Shareholders of Birner Dental Management Services, Inc., a
Colorado corporation (“we”, “us” or “our”), will be held on Tuesday, June 10,
2008, at 10:00 a.m., Mountain Time, at our offices, 3801 East Florida Avenue,
Suite 508, Denver, Colorado 80210, for the following purposes:
|
(1)
|
To
elect one Class II director to our Board of Directors to hold office until
the annual meeting of stockholders to be held in the year 2011 and
thereafter until his successor is duly elected and
qualified.
|
|
(2)
|
To
transact any other business that properly may come before the meeting and
any adjournment or postponement
thereof.
|
As fixed
by our Board of Directors, only shareholders of record at the close of business
on April 15, 2008 are entitled to notice of and to vote at the
meeting.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
||
| /s/
Dennis N. Genty
Name:
Dennis N. Genty
|
||
|
Title: Chief
Financial Officer, Secretary and Treasurer
|
||
|
|
|
Denver,
Colorado
April 29,
2008
A
PROXY CARD IS ENCLOSED. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY
SHARES YOU OWN. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
BIRNER
DENTAL MANAGEMENT SERVICES, INC.
3801
EAST FLORIDA AVENUE, SUITE 508
DENVER,
COLORADO 80210
PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS
To
be held June 10, 2008
GENERAL
INFORMATION
The
enclosed proxy is solicited by and on behalf of the Board of Directors of Birner
Dental Management Services, Inc., a Colorado corporation (“we”, “us” or “our”),
for use at our 2008 Annual Meeting of Shareholders to be held at 10:00 a.m.,
Mountain Time, on Tuesday, June 10, 2008, at our offices, 3801 East Florida
Avenue, Suite 508, Denver, Colorado 80210, and at any and all adjournments
thereof. This Proxy Statement and the accompanying form of proxy are
first being mailed or given to our shareholders on or about April 29,
2008.
Our
Annual Report on Form 10-K for the year ended December 31, 2007 (the “Annual
Report”), which includes audited financial statements, is being mailed to our
shareholders simultaneously with this Proxy Statement. The Annual
Report is not part of our proxy soliciting materials.
INFORMATION
CONCERNING SOLICITATION AND VOTING
Shareholders
are being asked to elect one Class II Director, and any other matters that may
properly come before the meeting or any adjournments thereof. All voting rights
are vested exclusively in the holders of our common stock. Each share
of common stock is entitled to one vote. Cumulative voting in the
election of directors is not permitted. Holders of a majority of
shares entitled to vote at the meeting, when present in person or by proxy,
constitute a quorum. On April 15, 2008, the record date for
shareholders entitled to vote at the meeting, 2,108,805 shares of common stock
were issued and outstanding.
Proxies
in the enclosed form will be effective if properly executed and returned to us
prior to the meeting in the enclosed, postage prepaid, addressed
envelope. The common stock represented by each effective proxy will
be voted at the meeting in accordance with the instructions on the
proxy. If no instructions are indicated on a proxy, all common stock
represented by such proxy will be voted FOR election of the nominee named in the
proxy as Class II director.
Any
shareholder signing and mailing the enclosed proxy may revoke it at any time
before it is voted by giving written notice of the revocation to us, by voting
in person at the meeting or by filing at the meeting a later executed
proxy.
-
1 -
When a
quorum is present, in the election of directors, the nominees having the highest
number of votes cast in favor of their election will be elected to the Board of
Directors. With respect to any other matter that may properly come
before the meeting, unless a greater number of votes are required by law or by
our Amended and Restated Articles of Incorporation, a matter will be approved by
the shareholders by the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting. Abstentions, broker
non-votes (i.e., shares held by brokers or nominees as to which the broker or
nominee indicates on a proxy that it does not have discretionary authority to
vote) and any other shares not voted will be treated as shares that are present
for purposes of determining the presence of a quorum. However, for
purposes of determining the outcome of the election of the Class II director,
abstentions, broker non-votes and any other shares not voted will not be
considered as votes cast. Thus, abstentions, broker non-votes and any
other shares not voted will have no impact in the election of the Class II
director.
We will
pay the cost of soliciting proxies in the accompanying form. We have
retained the services of Broadridge to assist in distributing proxy materials to
brokerage houses, banks, custodians and other nominee holders. The
estimated cost of such services is approximately $2,400 plus out-of-pocket
expenses. Although there are no formal agreements to do so, our
officers and other regular employees may solicit proxies by telephone or by
personal interview for which the officers or employees will not receive
additional compensation. Arrangements also may be made with brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation
materials to beneficial owners of the shares held of record by such persons, and
we may reimburse such persons for reasonable out-of-pocket expenses incurred by
them in so doing.
PROPOSAL
ONE: ELECTION OF ONE CLASS II DIRECTOR
General
Our
Amended and Restated Articles of Incorporation provide for the classification of
our Board of Directors. The Board of Directors has set the size of
the Board at five members divided into three classes, with one of the three
classes standing for re-election at each annual meeting
of shareholders.
Class I
is made up of two directors (Thomas D. Wolf and Paul E. Valuck, D.D.S.) whose
terms will expire upon the election and qualification of directors at the annual
meeting of shareholders held in 2010. Class II is made up of one
director (Brooks G. O’Neil) whose term expires upon the election and
qualification of a director at the annual meeting of shareholders held in
2008. Class III is made up of two directors (Frederic W.J. Birner and
Mark A. Birner, D.D.S.) whose terms expire upon the election and qualification
of directors at the annual meeting of shareholders held in 2009.
At each
annual meeting of shareholders, directors will be elected by our shareholders
for a full term of three years to succeed those directors whose terms are
expiring. The powers and responsibilities of each class of directors
are identical. All directors will serve until their successors are
duly elected and qualified, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.
Proxies
cannot be voted for a greater number of persons than the number of nominees
named therein. Unless authority to vote is withheld, the persons
named in the enclosed form of proxy will vote the shares represented by such
proxy FOR the election of the nominee for director named below. If,
at the time of the meeting, the nominee becomes unavailable for any reason for
election as a director, the persons entitled to vote the proxy will vote for
such substitute nominee, if any, as they determine in their
discretion. If elected, the nominee will hold office until the 2011
annual meeting of shareholders or until his successor is elected and
qualified.
-
2 -
Class
II Director Nominee
The
Board of Directors unanimously recommends that the shareholders vote FOR
election of the following nominee as our Class II director.
|
Class
of Director
|
Name
|
Age
|
Director Since
|
||
| Class II |
Brooks G.
O’Neil
|
51
|
2003
|
Each of
the directors’ biographies is set forth in “Directors and Executive Officers”
below.
Continuing
Directors
The
persons named below will continue to serve on our board of directors until the
annual meeting of shareholders in the year indicated below and/or until their
successors are elected and take office. Shareholders are not voting
on the election of the Class I and Class III directors this year. The
following table shows the names, ages and positions of each continuing
director. Each of the directors’ biographies is set forth in
“Directors and Executive Officers” below.
|
Class
of Director
|
Term
Expires in Year
|
Name
|
Age
|
Director
Since
|
|||||
|
Class I
|
2010
|
Thomas
D. Wolf
|
53
|
2004
|
|||||
|
Paul
E. Valuck, D.D.S.
|
51
|
2001
|
|||||||
|
Class III
|
2009
|
Frederic
W.J. Birner
|
50
|
1995
|
|||||
|
Mark
A. Birner, D.D.S.
|
48
|
1995
|
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3 -
CORPORATE
GOVERNANCE MATTERS
Director
Independence
Our Board
of Directors has determined that Thomas D. Wolf, Paul E. Valuck, D.D.S. and
Brooks G. O’Neil qualify as independent directors (as defined in Nasdaq Rule
4200(a) (15)).
Nominations
Process
We do not
have a standing nominating committee or a nominating committee
charter. Nominations for director are made by our independent
directors. The Board of Directors believes that, considering the size
of the Company and our Board of Directors, nominating decisions can be made
effectively by our independent directors and there is no need for the added
formality of a nominating committee.
The Board
of Directors does not have an express policy with regard to the consideration of
any director candidates recommended by our shareholders since the Board believes
that it can adequately evaluate any such nominees on a case-by-case
basis. The Board of Directors will consider director candidates
proposed on a timely basis as described under “Shareholder Proposals,” and will
evaluate shareholder-recommended candidates under the same criteria as
internally generated candidates. Shareholders must include sufficient
information about candidates nominated for director to enable our independent
directors to consider the candidate’s qualifications and suitability for service
on the Board of Directors. Although the Board of Directors does not
currently have formal minimum criteria for nominees, substantial relevant
business and industry experience would generally be considered important
qualifying criteria, as would the ability to attend and prepare for Board,
committee and shareholder meetings. Any candidate must state in
advance his or her willingness and interest in serving on the Board of Directors
and its committees.
Communications
with Our Board
Our Board
of Directors does not presently provide a formal process for shareholders to
send communications to the Board. Shareholders and other interested
parties wishing to contact any member (or all members) of the Board of Directors
or any committee of the Board may do so by mail, addressed, either by name or
title, to the Board of Directors or to any such individual director or group or
committee of the directors, and such correspondence should be sent to Dennis N.
Genty, Chief Financial Officer, Secretary and Treasurer, Birner Dental
Management Services, Inc., 3801 East Florida Avenue, Suite 508, Denver, Colorado
80210. Our Board of Directors intends to periodically evaluate its
communication process with our shareholders, and may adopt additional procedures
to facilitate shareholder communications with the Board of Directors as it deems
necessary or appropriate.
Directors’
Meetings and Committees
The
entire Board of Directors met five times during the year
ended December 31, 2007. Each director attended 100% of the Board of
Directors and committee meetings for committees on which such director
served. Our policy regarding attendance by members of the Board of
Directors at our Annual Meeting of Shareholders is to encourage our directors to
attend, subject to their availability for travel at that
time. Frederic W.J. Birner, Mark A. Birner and Thomas D. Wolf
attended our 2007 Annual Meeting of Shareholders.
-
4 -
Audit
Committee
The Audit
Committee is comprised solely of independent directors, as defined by applicable
Nasdaq and Securities and Exchange Commission rules and
regulations. The current members of the Audit Committee are Brooks G.
O’Neil, Paul E. Valuck, D.D.S and Thomas D. Wolf (Chairman). The
Board of Directors has reviewed Rule 4200(a) (14) of the National Association of
Securities Dealers and has determined that Messrs. O’Neil, Valuck and Wolf are
independent directors as defined in that Rule. The Board of Directors
has determined that Mr. O’Neil has accounting and related financial management
expertise and is qualified as an audit committee financial expert within the
meaning of Securities and Exchange Commission regulations. The Audit
Committee met four times during the year ended December 31, 2007, all members
were present at each meeting.
The
primary responsibilities of the Audit Committee are to select, engage, approve
compensation for and oversee our independent registered public accounting firm
and pre-approve all services to be performed by them. Also the
committee reviews and oversees our financial reporting process generally, the
integrity of our financial statements, the independent registered public
accounting firm’s qualifications and independence, the performance of our
independent registered public accounting firm, and our compliance with legal and
regulatory requirements.
The Board
of Directors has adopted a written charter for the Audit
Committee. We will provide to any person, without charge, upon
request, a copy of the adopted charter for the Audit Committee by writing to:
the Corporate Secretary, Birner Dental Management Services, Inc., 3801 East
Florida Ave., Suite 508, Denver, Colorado 80210.
Compensation
Committee
The
members of the Compensation Committee in 2007 were Brooks G. O’Neil, Paul E.
Valuck, D.D.S and Thomas D. Wolf, each of whom is an independent director as
defined by applicable Nasdaq and Securities and Exchange Commission rules and
regulations. The Compensation Committee met one time in 2007, and all
members were present at this meeting.
The
Compensation Committee is responsible for establishing and administering our
general compensation policy and program, and for setting compensation for our
executive officers. The Compensation Committee also possesses all of
the powers of administration under our employee benefit plans, including the
2005 Equity Incentive Plan (the “2005 Plan”) and other employee benefit
plans. Subject to the provisions of those plans, the Compensation
Committee must determine the individuals eligible to participate in the plans,
the extent of such participation and the terms and conditions under which
benefits may be vested, received or exercised. The Compensation
Committee determines grants to our executive officers and
directors. The Compensation Committee has delegated to our Chief
Executive Officer the authority to make grants to other
employees. The Compensation Committee does not currently have a
charter.
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5 -
Audit
Committee Report
The Audit
Committee has reviewed and discussed the audited financial statements of the
Company with management and has discussed with Hein & Associates LLP
(“Hein”), the Company’s independent registered public accounting firm, the
matters required to be discussed under Statements on Auditing Standards No. 61
(“SAS 61”). In addition, the Audit Committee has received from Hein
the written disclosures and the letter required to be delivered by Hein under
Independence Standards Board Standard No. 1 (“ISB Standard No. 1”) addressing
all relationships between the independent registered public accounting firm and
the Company that might bear on their independence. The Audit
Committee has reviewed the materials received from Hein and has met with
representatives of Hein to discuss the independence of their
firm.
In
connection with the standards for independence of the Company’s independent
registered public accounting firm promulgated by the Securities and Exchange
Commission, the Audit Committee has reviewed the non-audit services currently
provided by the Company’s independent registered public accounting firm and has
considered whether the provision of such services is compatible with maintaining
the independence of the Company’s independent registered public accounting
firm.
The Audit
Committee discussed with the Company’s independent registered public accounting
firm the overall scope and plan for their audit. The Audit Committee
also discussed with the independent registered public accounting firm the
results of their examination, their consideration of the Company’s internal
controls, and the overall quality of the Company’s financial
reports.
Based on
the Audit Committee’s review of the financial statements, its discussion with
Hein regarding SAS 61, and the written materials provided by Hein under ISB
Standard No. 1 and the related discussion with Hein of their independence, the
Audit Committee has recommended to the Board of Directors that the audited
financial statements of the Company be included in its Annual Report on Form
10-K for the fiscal year ended December 31, 2007, for filing with the Securities
and Exchange Commission.
|
THE AUDIT COMMITTEE
|
||
|
Thomas
D. Wolf (Chairman)
Brooks
G. O’Neil
Paul
E. Valuck, D.D.S.
|
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6 -
Code
of Conduct
All of
our employees, including our Chief Executive Officer, Chief Financial Officer,
President and the persons performing similar functions, are required to abide by
our code of conduct and business conduct policies to ensure that our business is
conducted in a consistently legal and ethical manner. We intend to
disclose any changes in or waivers from our code of conduct by filing a current
report on Form 8-K with the Securities and Exchange
Commission. A copy of the Company’s code of conduct is available on
our website at www.bdms-perfectteeth.com.
Related
Party Transactions
We do not
have a formal written policy regarding the review, approval or ratification of
related party transactions. However, all of our employees, officers
and directors are required to comply with our code of conduct. The
code of conduct addresses, among other things, actions that are required when
potential conflicts of interest arise, including those from related party
transactions. Specifically, if an employee, officer or director
believes a conflict of interest exists or may arise, he or she is required to
disclose immediately the nature and extent of the conflict, or potential
conflict, to his or her supervisor, who, along with appropriate officials of the
company, will evaluate the conflict and take the appropriate action, if any, to
ensure that our interests are protected. Any transaction between us
and another party on terms that are reasonably believed to be at least as
favorable as the terms that we otherwise could have obtained from an unrelated
third party shall not create a conflict of interest or cause a violation of the
code of conduct, provided that with respect to the directors and any member of
senior management, the Audit Committee of the Board of Directors was given prior
notice of such transaction. The rules in the code of conduct
regarding conflicts of interest not only apply to all employees, officers and
directors, but also to immediate family members and certain business associates
of our employees, officers and directors.
Mark A.
Birner, D.D.S., our President and a director, owns 51 of our 61 professional
corporations through which we conduct our business.
On
December 12, 2007, in a private transaction, we purchased 14,564 shares of
common stock from Frederic W.J. Birner, 13,830 shares from Mark A. Birner,
D.D.S., 13,830 shares from Dennis N. Genty and 6,980 shares from Brooks G.
O’Neil at a price of $21.00 per share. These transactions were
approved in advance by our independent directors other than Mr.
O’Neil.
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7 -
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial
Owners
The
following table sets forth certain information with respect to the beneficial
ownership of our common stock as of April 15, 2008 by (i) all persons known by
us to be the beneficial owners of 5% or more of the common stock, (ii) each
director, (iii) each of our executive officers, and (iv) all executive officers
and directors as a group. Unless otherwise indicated, the address of
each of the persons named below is our address, 3801 East Florida Avenue, Suite
508, Denver, Colorado 80210.
|
Name
of Beneficial Owner
|
Number
of Shares
Beneficially
Owned
|
Percent
of
Class
|
||||
|
(1)
(2)
|
||||||
|
Officers
& Directors
|
||||||
|
Frederic
W.J. Birner (3)
|
311,365
|
14.3%
|
||||
|
Mark
A. Birner, D.D.S. (4)
|
390,313
|
18.4%
|
||||
|
Dennis
N. Genty (5)
|
280,305
|
13.2%
|
||||
|
Brooks
G. O’Neil (6)
|
31,938
|
1.5%
|
||||
|
Paul
E. Valuck, D.D.S (7)
|
45,469
|
2.1%
|
||||
|
Thomas
D. Wolf (8)
|
54,071
|
2.5%
|
||||
|
5%
Owners
|
||||||
|
Lee
Schlessman (9)
|
189,656
|
9.0%
|
||||
|
All
executive officers and directors (six persons) (10)
|
1,113,461
|
49.0%
|
|
(1)
|
Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of common stock subject to options
currently exercisable or exercisable within 60 days of April 15, 2008 are
deemed outstanding for computing the percentage of the person or entity
holding such securities but are not outstanding for computing the
percentage of any other person or entity. Except as indicated
by footnote, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by
them.
|
|
(2)
|
Percentage
of ownership for each beneficial owner is based on 2,108,805 shares of
common stock outstanding at April 15, 2008 plus any options currently
exercisable or exercisable within 60 days of April 15, 2008, computed
separately for each beneficial owner using information provided in the
following footnotes.
|
|
(3)
|
Includes
73,333 shares of common stock that are issuable upon the exercise of
options that are currently
exercisable.
|
|
(4)
|
Includes
13,333 shares of common stock that are issuable upon the exercise of
options that are currently
exercisable.
|
|
(5)
|
Includes
13,333 shares of common stock that are issuable upon the exercise of
options that are currently exercisable. Includes 119,386 shares
of common stock owned by Mr. Genty’s wife. Mr. Genty disclaims
beneficial ownership of all shares held by his
wife.
|
|
(6)
|
Includes
14,917 shares of common stock that are issuable upon the exercise of
options that are currently
exercisable.
|
|
(7)
|
Includes
14,917 shares of common stock that are issuable upon the exercise of
options that are currently
exercisable.
|
|
(8)
|
Includes
33,417 shares of common stock that are issuable upon the exercise of
options that are currently
exercisable.
|
|
(9)
|
The
address for Mr. Schlessman is 1301 Pennsylvania Street, Suite 800, Denver,
CO 80203.
|
|
(10)
|
Includes
163,250 shares of common stock issuable upon the exercise of options held
by all executive officers and directors as a group that are currently
exercisable or are exercisable within 60 days of April 15,
2008.
|
There has
been no change in our control since the beginning of our last fiscal year, and
there are no arrangements known to us, including any pledge of our securities,
the operation of which may at a subsequent date result in a change in our
control.
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8 -
Directors
and Executive Officers
The
following table sets forth information concerning each of our directors and
executive officers. All directors will serve until their successors
are duly elected and qualified, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Officers are
appointed by and serve at the discretion of the Board of Directors.
|
Name
|
Age
|
Position
|
||||
|
Frederic
W.J. Birner
|
50
|
Chairman
of the Board, Chief Executive Officer and Director
|
||||
|
Mark
A. Birner, D.D.S.
|
48
|
President
and Director
|
||||
|
Dennis
N. Genty
|
50
|
Chief
Financial Officer, Secretary and Treasurer
|
||||
|
Brooks
G. O’Neil
|
51
|
Director
|
||||
|
Paul
E. Valuck, D.D.S.
|
51
|
Director
|
||||
|
Thomas
D. Wolf
|
53
|
Director
|
Business
Biographies
Frederic W.J. Birner is one
of our founders and has served as Chairman of the Board and Chief Executive
Officer since our inception in May 1995. Mr. Birner is the brother of
Mark A. Birner, D.D.S.
Mark A. Birner, D.D.S. is one
of our founders and has served as President, and as a director, since our
inception in May 1995. Dr. Birner is the brother of Frederic W.J.
Birner.
Dennis N. Genty is one of our
founders and has served as Secretary since May 1995, and as Chief Financial
Officer and Treasurer since September 1995.
Brooks G. O’Neil was
appointed as a director on January 23, 2003, and elected by our shareholders at
the 2005 Annual Meeting of Shareholders. Mr. O’Neil rejoined
Dougherty & Co. in October 2006 as a Senior Research Analyst covering areas
of growth and change in health services. He was employed by Dougherty
& Co. as a Senior Research Analyst covering health care services from
January 2004 until January 2006. Mr. O'Neil was a Senior Research
Analyst for health care services at Avondale Partners, LLC from January 2006 to
October 2006. From March 2002 until January 2004, he served as a
principal of TripleTree, LLC, an investment-banking firm focused on information
technology and health care.
Paul E. Valuck, D.D.S. was
appointed as a director on April 10, 2001 and elected by our shareholders at the
2001 Annual Meeting of Shareholders. Dr. Valuck has been in private
dental practice in Denver, Colorado since January 1998.
Thomas D. Wolf was appointed
as a director on June 8, 2004 and elected by our shareholders at the 2007 Annual
Meeting of Shareholders. Mr. Wolf joined Shield Security Systems,
LLC, a privately held company in the security business, in December 1998 and is
currently its Chief Executive Officer and Chief Financial Officer.
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9 -
Summary
Compensation
Executive
Compensation for Years Ended December 31, 2007 and 2006
The
following table summarizes, with respect to our Chief Executive Officer and each
of our other executive officers (“Named Executive Officers”), information
relating to the compensation earned for services rendered in all capacities
during 2007 and 2006.
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Option
Awards
|
Stock
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other
Compensation
|
Total
|
|||||||
|
(1)
|
||||||||||||||||
|
Frederic
W.J. Birner
|
||||||||||||||||
|
Chairman
of the Board,
|
2007
|
$ 320,000
|
$
250,630
|
$ -
|
$ -
|
$ -
|
$ -
|
$
-
|
$
570,630
|
|||||||
|
Chief Executive Officer
and Director
|
2006
|
$ 320,000
|
$ 413,454
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 683
|
$ 734,137
|
|||||||
|
Mark
A. Birner, D.D.S.
|
||||||||||||||||
|
President
and Director
|
2007
|
$ 230,000
|
$ 187,972
|
$ -
|
$ -
|
$ -
|
$ -
|
$
3,057
|
$ 421,029
|
|||||||
|
2006
|
$ 230,000
|
$ 310,091
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 1,035
|
$ 541,126
|
||||||||
|
|
||||||||||||||||
|
Dennis
N. Genty
|
||||||||||||||||
|
Chief Financial Officer
|
2007
|
$ 230,000
|
$ 187,972
|
$ -
|
$ -
|
$ -
|
$ -
|
$
4,830
|
$ 422,802
|
|||||||
| Treasurer and Secretary |
2006
|
$ 230,000
|
$ 310,091
|
$ -
|
$ -
|
$ -
|
$ -
|
$
2,645
|
$ 542,736
|
|||||||
_________________
|
(1)
|
All other compensation is
comprised solely of our contribution to the Named Executive Officer’s
401(k) Plan account.
|
Grant
of Plan Based Awards
No
options or other equity-based awards were granted to any of the Named Executive
Officers during the year ended December 31, 2007. In January 2008,
the Compensation Committee granted options to purchase 70,000 shares of common
stock to the Named Executive Officers.
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10 -
Outstanding
Equity Awards at December 31, 2007
The
following table contains information regarding options outstanding and
restricted stock not vested with respect to the Named Executive Officers during
2007.
|
Option
Awards
|
Stock
Awards
|
|||||
|
Name
and
Principal
Position
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($/Sh)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units of
Stock
That
Have
Not
Vested
($)
|
|
(1)
|
(2)
|
(3)
|
||||
|
Frederic
W.J. Birner
|
||||||
|
Chairman
of the Board,
|
60,000
|
-
|
$
9.75
|
1/24/2010
|
20,000
|
$428,800
|
|
Chief Executive Officer
|
13,333
|
6,667
|
$19.37
|
11/28/2010
|
-
|
$
-
|
|
and Director
|
|
|
|
|
|
|
|
Mark
A. Birner, D.D.S.
|
||||||
|
President
|
13,333
|
6,667
|
$19.37
|
11/28/2010
|
-
|
$
-
|
|
and
Director
|
||||||
|
Dennis
N. Genty
|
||||||
|
Chief
Financial Officer
|
13,333
|
6,667
|
$19.37
|
11/28/2010
|
-
|
$
-
|
|
Treasurer
and Secretary
|
||||||
__________________
|
|
(1)
|
Option
to purchase 20,000 shares of our common stock granted on November 28,
2005. Of these options, 6,667 vested on November 28, 2006,
6,666 vested on November 28, 2007, and 6,667 will vest on November 28,
2008 for each of the Named Executive
Officers.
|
|
|
(2)
|
60,000
shares of restricted common stock granted on July 1, 2005. Of
these shares, 20,000 shares vested on January 1, 2006, 20,000 shares
vested on January 1, 2007 and 20,000 shares vest on January 1,
2008.
|
|
|
(3)
|
Based
on the last reported sale price of our common stock as reported on The
Nasdaq Capital Market on December 31, 2007 of $21.44 a
share.
|
Payments
upon Change in Control
Upon a
change in control of our company, as defined in the 2005 Plan, all outstanding
options and restricted stock automatically vest.
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11 -
DIRECTOR
COMPENSATION
Directors
who are full-time employees receive no compensation for serving as
directors. Non-employee directors are currently paid: 1) a $2,500 per
calendar quarter retainer, 2) $1,000 per Board of Directors meeting attended in
person, 3) $750 per Board of Directors meeting attended by telephone, 4) $200
per quarterly Audit Committee meeting, 5) $1,000 per annual Audit Committee
meeting and 6) $1,000 quarterly retainer for the Chairman of the Audit
Committee.
Non-employee
Director Compensation for Year Ended December 31, 2007
The
following table summarizes, with respect to non-employee directors, information
relating to the compensation earned for services rendered in all capacities
during 2007.
|
Name
|
Fees
Earned or
Paid
in Cash
|
Option
Awards
|
Stock
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Change
in Pension
Value
and Nonqualified Deferred Compensation Earnings
|
All
Other
Compensation
|
Total
|
|||||||
| (1) (2) | ||||||||||||||
|
Brooks
G. O'Neil
|
$15,350
|
$41,137
|
$
-
|
$
-
|
$
-
|
$
-
|
$56,487
|
|||||||
|
Paul
E. Valuck, D.D.S.
|
$15,600
|
$41,137
|
$
-
|
$
-
|
$
-
|
$
-
|
$56,737
|
|||||||
|
Thomas
D. Wolf
|
$19,600
|
$41,137
|
$
-
|
$
-
|
$
-
|
$
-
|
$60,737
|
__________________
|
(1)
|
We
issued 5,000 shares of common stock to each non-employee director on March
16, 2007. These transactions were approved in advance by the
Board of Directors. We have calculated the full grant date fair
value of outstanding awards to each non-employee director utilizing the
provisions of Statement of Financial Accounting Standards No. 123(R),
"Share-Based Payment" (“SFAS 123(R)”). See Note 7 of the
consolidated financial statements in our Annual Report regarding
assumptions underlying valuation of equity awards. The full
grant date fair value of the awards to each non-employee director,
computed in accordance with SFAS 123(R) is
$41,137.
|
|
(2)
|
As
of December 31, 2007, the non-employee directors had the following
outstanding stock options: Mr. O’Neil, 22,000 shares; Mr. Valuck, 22,000
shares; Mr. Wolf, 42,000 shares.
|
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12 -
RELATIONSHIP
WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Independent
Registered Public Accounting Firm
Hein
& Associates LLP (“Hein”) has acted as our independent registered public
accounting firm since November 2001. We expect that representatives
of Hein will be present at the Annual Meeting of Shareholders and will have the
opportunity to make a statement if they so desire. These
representatives will also be available to respond to appropriate questions from
shareholders at the meeting.
Hein was
selected by the Audit Committee to perform the audit function for
2007. No independent registered public accounting firm has been
selected to perform the audit function for 2008. It is expected that
the Audit Committee will approve the engagement of an independent registered
public accounting firm later in 2008.
Audit
Fees
For the
year ended December 31, 2007, Hein & Associates LLP billed us $75,725 for
professional services rendered for the audit of our annual financial statements
and the reviews of the financial statements included in our Quarterly Reports on
Form 10-Q filed during the fiscal year ended December 31, 2007.
For the
year ended December 31, 2006, Hein & Associates LLP billed us $67,878 for
professional services rendered for the audit of our annual financial statements
and the reviews of the financial statements included in our Quarterly Reports on
Form 10-Q filed during the fiscal year ended December 31, 2006.
Audit
Related Fees
For the
year ended December 31, 2007, Hein & Associates LLP billed us $10,500 for
audit related professional services. These fees related to the audit
of the 401(k) retirement savings plan.
For the
year ended December 31, 2006, Hein & Associates LLP billed us $16,200 for
audit related professional services. These fees related to the audit
of the 401(k) retirement savings plan.
The Audit
Committee reviews and pre-approves audit-related and permissible non-audit
services to be performed by our independent registered public accounting
firm. The fees shown above for 2007 and 2006 were approved in advance
by the Audit Committee.
Tax
Fees
None.
All
Other Fees
For the
year ended December 31, 2007, Hudson Global Resources billed us $51,919 for
Sarbanes-Oxley related professional services. These fees related to
the preparation of documents and testing of policy and procedures regarding
compliance with the Sarbanes-Oxley Act and were approved in advance by the Audit
Committee.
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13 -
SECTION
16 REPORTS
Section
16(a) of the Securities Exchange Act of 1934, requires directors, executive
officers and beneficial owners of more than 10% of our outstanding shares to
file with the Securities and Exchange Commission initial reports of ownership
and reports regarding changes in their beneficial ownership of our
shares. To our knowledge and based solely on a review of the Section
16(a) reports furnished to us all Section 16(a) reports were filed on a timely
basis.
SHAREHOLDER
PROPOSALS
We must
receive shareholder proposals for inclusion in our proxy materials relating to
the next annual meeting of shareholders on or before December 31,
2008.
2007
ANNUAL REPORT ON FORM
10-K
OUR
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007 ACCOMPANIES THIS
PROXY STATEMENT AND WAS FILED ELECTRONICALLY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THIS REPORT IS NOT PART OF OUR PROXY SOLICITING
MATERIALS. SHAREHOLDERS WHO WISH TO OBTAIN, WITHOUT CHARGE, A COPY OF
OUR ANNUAL REPORT (WITHOUT EXHIBITS) ON FORM 10-K SHOULD ADDRESS A WRITTEN
REQUEST TO DENNIS N. GENTY, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER,
BIRNER DENTAL MANAGEMENT SERVICES, INC., 3801 EAST FLORIDA AVENUE, SUITE 508,
DENVER, COLORADO 80210 OR THEY CAN OBTAIN THE INFORMATION ON OUR WEBSITE AT
WWW.BDMS-PERFECTTEETH.COM. WE WILL PROVIDE COPIES OF THE EXHIBITS TO
THE FORM 10-K UPON PAYMENT OF A REASONABLE FEE.
OTHER
BUSINESS
As of the
date of this Proxy Statement, management was not aware of any business not
described above which would be presented for consideration at the
meeting. If any other business properly comes before the meeting, it
is intended that the shares represented by proxies will be voted in respect
thereto in accordance with the judgment of the persons voting them.
The above
Notice and Proxy Statement are sent by order of the Board of
Directors.
| /s/
Dennis N. Genty
Name:
Dennis N. Genty
|
||
|
Title: Chief
Financial Officer, Secretary and Treasurer
|
||
|
|
|
Denver,
Colorado
April 29,
2008
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