UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 1, 2000
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MEDIQUIK SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27123 74-2876711
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4295 San Felipe, Suite 200, Houston, Texas 77027
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 888-1919
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None
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(Former name or former address, if changed since last report)
Item 1. CHANGES IN CONTROL OF REGISTRANT
(a) On September 1, 2000, pursuant to the Stock Purchase Agreement dated June
30, 2000, by and between MediQuik Services, Inc. (the "Company"), a Delaware
corporation, and MiraQuest Ventures, LLC ("MiraQuest"), an Idaho limited
liability company (the "Stock Purchase Agreement"), MiraQuest acquired stock and
a warrant from the Company and became the majority owner of the issued and
outstanding shares of the Company. A copy of the Stock Purchase Agreement is
attached hereto as Exhibit 2. Pursuant to the Stock Purchase Agreement,
MiraQuest now owns 7,048,996 shares of the Company's Common stock and 513,266
shares of the Company's Series A Preferred stock. As part of the transaction,
MiraQuest also received a warrant to purchase up to 650,000 shares of the
Company's Common stock, exercisable for $0.60 per share for 10 years (the
"Warrant"). The Warrant is attached hereto as Exhibit 4(i).
As consideration for the Common stock, Series A Preferred stock, and
Warrant, MiraQuest paid the Company $2,000,000, contributed 7,251,600 of its
membership units to the Company, and agreed to provide sufficient capital to
enable the Company to meet the minimum net assets requirement under NASD Rule
4310 for initial inclusion in the Nasdaq Small Cap Stock Market. MiraQuest is
obligated to provide capital for this purpose through March 31, 2001. The source
of
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the $2,000,000 is the cancellation of $1,300,000 in loans previously made by
MiraQuest to the Company $700,000 cash which will come from MiraQuest's working
capital by December 31, 2000. If the remaining $700,000 of the purchase price is
not paid by December 31, 2000, then a certain number of the shares of Series A
preferred stock and the membership units of MiraQuest exchanged in the
transaction will be forfeited pursuant to Section 1.7 of the Stock Purchase
Agreement. The 7,251,600 membership units of MiraQuest were issued to MediQuik
as part of the transaction. MiraQuest will provide other capital and assets from
its working capital as necessary to comply with the terms of the Stock Purchase
Agreement.
Prior to completion of the Stock Purchase Agreement, 6,310,632 shares of
Common stock of the Company were issued and outstanding. An additional 82,001
shares of Common stock were granted, but unissued, for a total of 6,392,633
shares of issued and issuable Common stock. After completion of the stock
purchase, MiraQuest owns 52.4% of the Company's issued and issuable Common stock
and 100% of the Company's issued Series A Preferred stock. For voting purposes,
holders of Series A preferred stock vote with the holders of the Common stock on
an as-if converted basis. The Certificate of Designation of Preferences,
Limitations, and Relative Rights of MediQuik Services, Inc. Series A Preferred
Stock (the "Designation") was filed on August 31, 2000 with the Delaware
Secretary of State and is attached as Exhibit 3(i)-b. MiraQuest's 513,266 shares
of Series A Preferred Stock, treated on an as-if converted basis, represents
10,265,320 shares of Common Stock, which, when added to the 7,048,996 shares of
Common Stock issued to MiraQuest, provides MiraQuest with the voting power of
17,314,316 shares of Common Stock of the Company, or approximately 73.0% of the
aggregate issued and issuable Common stock and the issued Series A Preferred
stock of the Company treated on an as-if converted basis.
As a result of the transactions covered by the Stock Purchase Agreement,
MediQuik is now a majority-owned subsidiary of MiraQuest. No one person or group
of persons had control of a majority of MediQuik Common Stock for voting or
dispositive purposes prior to the closing of the Stock Purchase Agreement and
there were no voting agreements affecting stock of the Company prior to the
execution of the Voting Agreement discussed below. The shareholders holding more
than 5% of the issued and issuable Common Stock as of August 31, 2000 were:
Howard B. Butler, Jr.; Cede & Co.; The Fisher Group and the Fisher Management
Group, Inc. (counted together); Grant M. Gables; and Jacody Financial, Inc.
MiraQuest has entered into a Voting Agreement (the "Voting Agreement")
with Howard B. Butler, Jr., Grant M. Gables, R. Craig Christopher, William J.
Marciniak, Jacody Financial, Inc., The Fisher Group, and the Fisher Management
Group, Inc. (collectively, the "Founders"). The Founders were security holders
of MediQuik prior to the close of the Stock Purchase Agreement. A copy of the
Voting Agreement is attached as Exhibit 9. The Voting Agreement will expire on
August 29, 2001, at the latest. Pursuant to the Voting Agreement, MiraQuest and
the Founders have agreed to vote their shares together in electing the Board of
Directors. The Company has seven Directors. MiraQuest and the Founders have
agreed to vote their shares together in order to elect two Directors nominated
by MiraQuest and five Directors nominated by the Founders. The Voting Agreement
does not extend to any other issues.
In total, 20,281,108 shares are potentially subject to the Voting
Agreement, which represents approximately 82.4% of the issued and issuable
Common shares of MediQuik as of
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August 31, 2000 together with the number of shares issued to MiraQuest under the
Stock Purchase Agreement and those shares that would be issued if the Warrant
held by MiraQuest Ventures, LLC were fully exercised; if the stock options
granted to Grant M. Gables, R. Craig Christopher, and, Howard B. Butler, Jr.
were fully exercised; and if the Warrant held by Howard B. Butler, Jr. were
fully exercised as of the date of this filing. If the number of shares subject
to the Voting Agreement are calculated without consideration of warrants and
stock options held by MiraQuest and the Founders, then only 19,374,245 shares
are subject to the Voting Agreement, or 81.7% of the issued and issuable Common
stock of the Company.
(b) No portion of the Warrant issued to MiraQuest by MediQuik shall be subject
in any manner to sale, transfer, pledge, assignment or other encumbrance or
disposition, whether by operation of law or otherwise and whether voluntarily or
involuntarily, except by will or the laws of descent and distribution. Stock
Options granted to Grant M. Gables, Howard B. Butler, Jr., and R. Craig
Christopher will not be transferable other than by will or the laws of descent
and distribution and will be exercisable during their respective lifetimes only
by the optionee. The warrant issued to Howard B. Butler, Jr. is transferable,
but he has no plans to transfer the warrant. Other than a change of control
resulting from the termination of the Voting Agreement or a change of control
that might result from the transfer of options or warrants as detailed above,
there are no arrangements known to MediQuik, including any pledge by any person
of securities of MediQuik or by MiraQuest, the operation of which may at a
subsequent date result in a change of control.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 1, 2000, pursuant to the Stock Purchase Agreement dated June
30, 2000, by and among the Company and MiraQuest, the Company acquired 7,251,600
membership units of MiraQuest and $2,000,000 cash, part of which includes the
cancellation of $1,300,000 in loans previously made by MiraQuest to MediQuik.
MiraQuest also agreed to provide sufficient capital to enable the Company to
meet the minimum net assets under NASD Rule 4310 for initial inclusion in the
Nasdaq Small Cap Stock Market. MiraQuest is obligated to provide the net assets
through March 31, 2001. As consideration for the foregoing, MiraQuest received
7,048,996 shares of the Company's Common stock and 513,266 shares of the
Company's Series A Preferred stock. MiraQuest also received a warrant to
purchase up to 650,000 shares of the Company's Common stock, exercisable for
$0.60 per share for 10 years. If the remaining $700,000 owed by MiraQuest to
MediQuik is not paid by December 31, 2000, then a certain number of the shares
of the Series A preferred stock and the membership units of MiraQuest exchanged
in the transaction will be forfeited pursuant to Section 1.7 of the Stock
Purchase Agreement.
The Company's Common stock was increased from 25,000,000 to 50,000,000 in
anticipation of the transaction with MiraQuest by amendment filed with the
Delaware Secretary of State on August 30, 2000 pursuant to approval by a written
consent of more than a majority of the shareholders of the Company, as more
fully described in the Definitive 14C filed with the Securities and Exchange
Commission on August 8, 2000. A copy of the amendment is attached as Exhibit
3(i)-c. At the time of the MiraQuest transaction, the Company's Common stock
issued to MiraQuest as part of the transaction was authorized but unissued. The
Company's Series A preferred shares were previously authorized blank check
preferred stock. The Designation (described above in Item 1 above) is attached
hereto as Exhibit 3(i)-b. Based upon a valuation
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by Howard Frazier Barker Elliott, Inc. which issued a Fairness Opinion Letter on
August 28, 2000 in relation to the transaction, the intrinsic value of the
MediQuik stock provided as consideration to MiraQuest is between $8.0 Million
and $9.4 Million, and the intrinsic value of the MiraQuest units and cash
provided as consideration to MediQuik is $9.4 Million and $11.8 Million. The
Fairness Opinion Letter is attached hereto as Exhibit 99(i)-b. Prior to the
completion of the stock transaction between the Company and MiraQuest, MiraQuest
had received subscriptions of 33,845,697 units of MiraQuest. After completion of
the stock purchase, the Company owns approximately 17.6% of the MiraQuest's
membership units currently subscribed.
In anticipation of the close of the Stock Purchase Agreement, Gene
Kusmierz and Keith Fletcher have been appointed pursuant to the Bylaws of the
Company as Directors of MediQuik until the next annual meeting of the
stockholders of MediQuik. Pursuant to the Voting Agreement, it is expected that
Gene Kusmierz will be elected as director at the next annual meeting to the
class of directors with a term expiring at the second annual meeting of
stockholders after June 30, 2000, and Keith Fletcher will be elected to the
class of directors with a term expiring at the third annual meeting of
stockholders after June 30, 2000. Keith Fletcher is currently a Manager and
Chief Executive Officer of MiraQuest. Gene Kusmierz is a Director of
Everfill.com, LLC, in which MiraQuest has an investment, and since the inception
of Everfill.com, LLC, has performed the duties of Director of Corporate
Development. As a result of the closing of the Stock Purchase Agreement,
MediQuik is now a majority-owned subsidiary of MiraQuest.
Item 7. FINANCIAL INFORMATION
(a)(i) Financial Statements of MiraQuest will be filed within sixty days of
this filing by amendment.
(b) Pro forma financial information of the business combination will be filed
within sixty days of this filing by amendment.
(c) Exhibits.
Exhibit 2 Stock Purchase Agreement
Exhibit 3(i)-a Certificate of Incorporation
Exhibit 3(i)-b Certificate of Designation
Exhibit 3(i)-c Certificate of Amendment to Certificate of
Incorporation
Exhibit 4(i) Warrant Agreement
Exhibit 9 Voting Agreement
Exhibit 23(ii)-a Consent of Adams and Reese, LLP
Exhibit 23(ii)-b Consent of Howard B. Butler, Jr.
Exhibit 23(ii)-c Consent of Howard Frazier Barker Elliott, Inc.
Exhibit 99(i)-a Opinion of Howard B. Butler, Jr.
Exhibit 99(i)-b Fairness Opinion Letter of Howard Frazier Barker
Elliott, Inc.
Exhibit 99(i)-c Opinion of Adams and Reese, LLP
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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.
Dated: 9/18/2000
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MEDIQUIK SERVICES, INC.
By: /s/ Robert Teague, M.D.
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Robert Teague, M.D., CEO
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INDEX TO EXHIBITS
Exhibit 2 Stock Purchase Agreement
Exhibit 3(i)-a Certificate of Incorporation
Exhibit 3(i)-b Certificate of Designation
Exhibit 3(i)-c Certificate of Amendment to Certificate of Incorporation
Exhibit 4(i) Warrant Agreement
Exhibit 9 Voting Agreement
Exhibit 23(ii)-a Consent of Adams and Reese, LLP
Exhibit 23(ii)-b Consent of Howard B. Butler, Jr.
Exhibit 23(ii)-c Consent of Howard Frazier Barker Elliott, Inc.
Exhibit 99(i)-a Opinion of Howard B. Butler, Jr.
Exhibit 99(i)-b Fairness Opinion Letter of Howard Frazier Barker Elliott, Inc.
Exhibit 99(i)-c Opinion of Adams and Reese, LLP
