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<SEC-DOCUMENT>0000889812-99-001226.txt : 19990419
<SEC-HEADER>0000889812-99-001226.hdr.sgml : 19990419
ACCESSION NUMBER:		0000889812-99-001226
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19981231
ITEM INFORMATION:		
FILED AS OF DATE:		19990416

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AFP IMAGING CORP
		CENTRAL INDEX KEY:			0000319126
		STANDARD INDUSTRIAL CLASSIFICATION:	PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861]
		IRS NUMBER:				132956272
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-10832
		FILM NUMBER:		99595603

	BUSINESS ADDRESS:	
		STREET 1:		250 CLEARBROOK RD
		CITY:			ELMSFORD
		STATE:			NY
		ZIP:			10523
		BUSINESS PHONE:		9145926100

	MAIL ADDRESS:	
		STREET 1:		250 CLEARBROOK RD
		CITY:			ELMSFORD
		STATE:			NY
		ZIP:			10523

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AUTOMATIC FILM PROCESSOR CORP
		DATE OF NAME CHANGE:	19821122
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>CURRENT REPORT
<TEXT>


<PAGE>

                       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) April 14, 1999
         ---------------------------------------------------------------

                             AFP Imaging Corporation
                             -----------------------
             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------

New York                        0-10832                       13-2956272
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission                I.R.S. Employer
of incorporation or             File Number)               Identification No.)
organization)

250 Clearbrook Road, Elmsford, New York         10523
- --------------------------------------------------------------------------------
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:               (914) 592-6100
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)

<PAGE>

Item 5.   Other Events:

         Cade Adams, the sole shareholder of ProDen SYSTEMS, INC., a Washington
         Corporation (the "Holder") notified DENT-X International, Inc.
         ("DENT-X"), a New York Corporation and a wholly owned subsidiary of AFP
         Imaging Corporation (the "Registrant") that since Holder and DENT-X
         have not resolved Holder's claim that it was currently entitled to the
         sum of $500,000 under DENT-X's $2,500,000 Promissory Note dated
         December 23, 1997 ("Promissory Note") received in connection with
         DENT-X's purchase from the Holder of substantially all of the Holder's
         assets, properties and rights, Holder declared the Promissory Note in
         default and elected to accelerate the balance due thereunder. The
         Holder and DENT-X will next attempt to resolve the controversy through
         mediation as provided under the Asset Purchase Agreement ("Asset
         Purchase Agreement") dated December 24, 1997 among DENT-X, the
         Registrant, the Holder and Cade Adams. If the controversy cannot be
         resolved through mediation, the dispute shall be settled by binding
         arbitration.

         Registrant believes that it has a variety of defenses and counterclaims
         to the Holder's claim, including fraud in the inducement and the
         Holder's breach of its representations under the Asset Purchase
         Agreement.

         In any event, the Promissory Note is subordinated to the terms of
         Registrant's senior debt. The Promissory Note provides that in the
         event the Registrant is in default of the Registrant's and/or its
         affiliate's senior debt and the Holder shall have received written
         notice thereof, during the continuance of such event of default, all
         such senior debt outstanding at the time of such notice shall first be
         paid in full before any payment is permitted on the Promissory Note.
         The Registrant has been advised by its senior lender that it intends to
         call such an event of default if the Holder is meritorious in its
         claim.

         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 thereunto duly authorized.

                                                        AFP Imaging Corporation

Dated: April 15, 1999                                   By: /s/ David Vozick
                                                           ---------------------
                                                           David Vozick,
                                                           Chairman of the Board
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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