EXHIBIT 2.2
AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
This Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger (this "AMENDMENT NO. 1"), dated as of February 3, 1999, is by and among
WISDOM HOLDINGS, INC., a Delaware corporation ("PARENTCO"), WISDOM HOLDINGS
ACQUISITION CORP. I, a Delaware corporation and wholly owned subsidiary of
ParentCo ("GDSC MERGER SUB"), WISDOM HOLDINGS ACQUISITION CORP. II, a Delaware
corporation and wholly owned subsidiary of ParentCo ("DCA MERGER SUB"), GENTLE
DENTAL SERVICE CORPORATION, a Washington corporation ("GDSC") and DENTAL CARE
ALLIANCE, INC., a Delaware corporation ("DCA").
RECITALS
A. Each of Wisdom, GDSC Merger Sub, DCA Merger Sub, GDSC and DCA
entered into that certain Agreement and Plan of Reorganization and Merger dated
as of October 15, 1998 (the "AGREEMENT").
B. Each of Wisdom, GDSC Merger Sub, DCA Merger Sub, GDSC and DCA desire
to amend the Agreement in accordance with the terms and conditions of this
Amendment No. 1.
NOW, THEREFORE, in consideration of the preceding recitals and the
mutual representations, warranties, covenants and agreements set forth herein,
the parties agree as follows:
AGREEMENT
1. AMENDMENT TO SECTION 2.1(g). Section 2.1(g) of the Agreement is
hereby deleted in its entirety and replaced with the following:
(g) Each share of GDSC Series C Preferred Stock shall
cease to be outstanding and shall be converted into and
exchanged for one-tenth (1/10) of a share of ParentCo Common
Stock.
In addition, the parties hereto intend that this Amendment No. 1 shall amend the
Agreement in each and every instance in which the conversion of the GDSC Series
C Preferred Stock is affected by this Amendment No. 1.
2. NO OTHER AMENDMENTS. Except as set forth in this Amendment No. 1,
all other terms and provisions contained in the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 1 as of the date first written above.
GENTLE DENTAL SERVICE CORPORATION
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
DENTAL CARE ALLIANCE, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx, D.D.S.
Title: President and Chief Executive Officer
WISDOM HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXX
------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
By: /s/ XXXXXX X. XXXXXXX
------------------------------------------------
Name: Xxxxxx X. Xxxxxxx, D.D.S.
Title: President
WISDOM HOLDINGS ACQUISITION CORP. I
By: /s/ XXXXXXX X. XXXXX
------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
By: /s/ XXXXXX X. XXXXXXX
------------------------------------------------
Name: Xxxxxx X. Xxxxxxx, D.D.S.
Title: President
WISDOM HOLDINGS ACQUISITION CORP. II
By: /s/ XXXXXXX X. XXXXX
------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
By: /s/ XXXXXX X. XXXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxxx, D.D.S.
Title: President
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