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): September 25, 2005
SCHICK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Delaware 000-22673 11-3374812
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
30-00 47th Avenue
Long Island City, New York 11101
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (718) 937-5765
(Former Name or Former Address, if
Changed Since Last Report)
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 communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
|_| Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. AMENDMENT TO A MATERIAL DEFINITIVE AGREEMENT
On September 25, 2005, the Board of Directors of Schick Technologies, Inc.
("Schick") resolved to amend the Schick Technologies, Inc. 1996 Stock Option
Plan (the "Plan") to permit the grant of non-statutory stock options to
employees of, and consultants to, any company, or any subsidiary of any company,
the control of which Schick has agreed to acquire and to increase by 1,700,000
shares the maximum number of shares which may be issued under the Plan. Such
amendment was adopted in furtherance of the transactions (the "Exchange")
contemplated by the previously announced Exchange Agreement (the "Exchange
Agreement"), dated as of September 25, 2005, by and among Schick, Sirona
Holdings Luxco S.C.A. ("Luxco") and Blitz 05-118 GmbH ("Sirona") and is subject
to stockholder approval. A copy of the amendment to the Plan is attached hereto
as Exhibit 99.1.
On September 25, 2005, the Registration Rights Agreement (the "Greystone
Agreement"), dated as of December 27, 1999, by and among Schick, Greystone
Funding Corporation, and Jeffrey T. Slovin, as a successor in interest to
Greystone Funding Corporation, was amended. The amendment reflects, among other
things, the registration rights to be granted to Luxco in connection with the
Exchange Agreement and harmonizes the provisions of the Greystone Agreement, the
DVI Agreement and the Registration Agreement to be entered into by Schick and
Luxco pursuant to the Exchange Agreement. A copy of the amendment to the
Greystone Agreement is attached hereto as Exhibit 99.2.
On September 25, 2005, the Registration Rights Agreement ( the "DVI
Agreement") dated as of March 15, 2000, by and among Schick, Greystone Funding
Corporation, as successor in interest to DVI Financial Services, Inc., and
Jeffrey T. Slovin, as a successor in interest to Greystone Funding Corporation,
was amended. The amendment reflects, among other things, the registration rights
to be granted to Luxco in connection with the Exchange Agreement and harmonizes
the provisions of the DVI Agreement, the Greystone Agreement and the
Registration Agreement to be entered into by Schick and Luxco pursuant to the
Exchange Agreement. A copy of the amendment to the DVI Agreement is attached
hereto as Exhibit 99.3.
Additional Information about the Exchange and Where to Find It
In connection with the proposed Exchange, a proxy statement will be filed
with the SEC by Schick. Shareholders of Schick are urged to read the Proxy
Statement and any other relevant documents filed with the SEC because they will
contain important information about Sirona, Schick and the proposed transaction.
The final proxy statement will be mailed to shareholders of Schick. Investors
will be able to obtain the documents free of charge at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by Schick will be
available free of charge from Schick Technologies, Inc., Attn: Legal Department,
30-00 47th Avenue, Long Island City, New York, 11101, Tel: (718) 937-5765.
Schick Technologies, Inc. and its directors and executive officers and
other members of its management and employees, may be deemed to be participants
in the solicitation of proxies from shareholders of Schick in connection with
the proposed transaction. Information about the directors and executive officers
of Schick and their ownership of Schick stock is set forth in Schick's Annual
Report on Form 10-K for the year ended March 31, 2005.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information contained in the second and third paragraphs of Item 1.01
are incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1: Amendment to Schick Technologies, Inc. 1996 Stock Option
Plan, dated September 25, 2005.
Exhibit 99.2: Amendment to Registration Rights Agreement, by and among
Schick, Greystone Funding Corporation, and Jeffrey T. Slovin, as a successor in
interest to Greystone Funding Corporation, dated September 25, 2005.
Exhibit 99.3: Amendment to Registration Rights Agreement, by and among
Schick, Greystone Funding Corporation, as successor in interest to DVI Financial
Services, Inc., and Jeffrey T. Slovin, as a successor in interest to Greystone
Funding Corporation, dated September 25, 2005.
SIGNATURE
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.
SCHICK TECHNOLOGIES, INC.
(Registrant)
Date: September 28, 2005
By: /s/ Zvi N. Raskin
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Zvi N. Raskin
Secretary and General Counsel