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): May 25th, 1999
Commission File Number: 0-30018
MERIDIAN HOLDINGS, INC.
(Exact name of registrants specified in its charter)
COLORADO 52-2133742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Wilshire Avenue, Suite 500
Los Angeles, California 90017
(213) 627-8878 Fax: (213) 627-9183
(Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Registrant's Principal Executive Offices)
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ITEM 5. OTHER EVENTS
On September 18th, 1999, pursuant to a Stock Purchase Agreement dated
September 18th, 1999 (the "Stock Purchase Agreement") by and among the
Registrant ("Buyer"), Intercare Diagnostics, Inc. (a California Corporation)
("Seller"), the Registrant purchased 51,000 shares of Common Stock at 0 par
value, representing 51% of all the issued and outstanding shares of the "Seller"
in exchange for "Banner" Advertisement and Promotion of Intercare Products and
Services on all high traffic websites of the Registrant, as well as assumption
of current and future software development costs and debts of the "Seller"
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(None)
(c) EXHIBITS.
EXHIBIT ITEM. DESCRIPTION
- ------------ -------------
Exhibit A - Stock Purchase Agreement, dated as of September 18th, 1999,
by and among the Registrant, and Intercare Diagnostics, Inc.
a California Corporation.
Exhibit B - Written Consent of the Directors of The Registrant
authorizing the Stock Purchase.
Exhibit C - Written Consent of the Directors of Intercare Diagnostics,
Inc., authorizing the Stock Sale.
Exhibit D - Form of Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Meridian Holdings, inc.
(Registrant)
Date: September 20h, 1999 By:/s/ Anthony C. Dike
---------------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer,
and Chief Financial Officer)
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EXHIBIT A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made and entered into this 18th day of
September 1999 between Intercare Diagnostics, Inc., ("Seller") a California
Corporation and Meridian Holdings, Inc. ("Purchaser") a Colorado Corporation .
Whereas Seller is a Biomedical Software Manufacturing Company and a State
of California Corporation with 100,000 shares (0 par value) of Common Stock
authorized.
Whereas Seller wishes to sell and Purchaser wishes to purchase said shares;
Now, therefore, for good and valuable consideration of the mutual covenants set
forth herein, it is agreed as follows:
Purchase Price
- ---------------
Seller will convey and transfer at closing to Purchaser 51,000 shares of
Common Stock (0 par value) of Intercare Diagnostics, Inc. in exchange for the
following:
(i) Unlimited banner advertisement of Sellers Software Products and
Services at prime Websites of Purchasers Internet Domain Name
offerings.
(ii) Purchaser assumption of current and future software enhancement
and development costs of Sellers software products which includes
a). The Mirage Systems Body Pain Trigger Points Software programs
(Both Macintosh and Windows versions)
b). The Mirage Systems Multimedia Biofeedback Software Programs
(Both Macintosh and Windows versions)
c). The Mirage Systems Internet-based Healthcare Transaction
Management Software Program
d). The Mirage Systems Stress Profiling Software Programs (Both
Macintosh and Windows versions)
e). The Mirage Systems Electro-Diagnostics Scan Site Program
(Both Macintosh and Windows versions)
(iii) Purchaser will assume the following debts of the Seller
a). Debt owed to United States Smalle Business Administration in
the amount of $40,000.
b). Debt owed to MMG Investments, Inc, in the amount of $500,000.
Title to Stock
- ----------------
On the day of closing, the Seller will be the owner of the aforesaid shares
and shall have full right and authority to convey all 51,000 shares ( 0 par
value) and such shares will be free and clear of any and all liens, mortgages,
pledges, or other rights or encumbrances whatsoever, disclosed or undisclosed.
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Specifically, there are no beneficial owners of such shares or any interest in
or to any such shares other than the Seller. Upon surrender of the shares to
Purchaser for the consideration set forth herein, the Purchaser shall be deemed
to have obtained good and merchantable title to said shares as well as a
Majority Shareholder of Intercare Diagnostics, Inc., which will now become a
subsidiary of Meridian Holdings, Inc.
Closing
- -------
Closing shall take place on September 20th, 1999 at 900 Wilshire Blvd.,
Suite 500, Los Angeles, CA 90017.
Expenses
- --------
The Seller shall pay its own fees and expenses incurred in connection with
the proposed sale of shares, and all fees and expenses incurred by the Purchaser
in connection with the proposed sale of the shares shall be paid by the
Purchaser.
Parties in Interest
- ---------------------
The terms and conditions of this agreement shall inure to the benefit of
and be binding upon the respective heirs, legal representatives, successors and
assigns of the parties hereto.
Governing Law
- --------------
This Agreement shall be construed and enforced in accordance with the laws
of the state of California.
Purchaser Seller
Meridian Holdings Inc. Intercare Diagnostics, Inc.
/s/ Anthony C. Dike /s/ Margie R. Dike, PhD
- -------------------------- ---------------------------------
Anthony C. Dike, MD Margie R. Dike, PhD.
Chairman/CEO Executive Vice President
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EXHIBIT B
WRITTEN CONSENT
OF THE DIRECTORS OF
MERIDIAN HOLDINGS, INC.
A Colorado corporation
Pursuant to the authority of Section 7-108 of the Colorado Business Corporation
Act, the undersigned, being the Sole Director of Meridian Holdings, Inc., a
Colorado corporation, does hereby adopt the following recitals and resolutions:
1. Stock Purchase Agreement
WHEREAS, it has been deemed in the best interests of this corporation to
purchase 51,000 shares of Common Stock at 0 par value of Intercare Diagnostics,
Inc ("Seller") a California Corporation, pursuant to a Stock Purchase Agreement
(the "Agreement") by and between this corporation and Seller; and
WHEREAS, there has been provided to the Board of Directors, a form of the
Agreement (attached hereto as "Exhibit A" and incorporated herein by reference)
for consideration and approval.
NOW THEREFORE BE IT RESOLVED, that the Agreement attached hereto as Exhibit A
and provided to the Sole Director, pursuant to which among other things, the
following actions are authorized: (i) Seller will sell, convey, assign, transfer
and deliver to the corporation 51,000 shares of Common Stock at 0 par value of
Intercare Diagnostics, Inc., a California Corporation. (ii) In consideration for
the sale, conveyance, assignment, transfer, and delivery of the Acquired Stock,
this corporation will assumed all the obligations and liabilities of the Seller
as defined in the Stock Purchase Agreement subtitle "Purchase Price" (attached
----------------
hereto as "Exhibit A" and incorporated herein by reference)
RESOLVED FURTHER, that the officers of this corporation be, and each of them
acting alone hereby is authorized and empowered to execute and deliver, or cause
to be executed and delivered, in the name and on behalf of this corporation, the
Agreement and any Related Agreements to which this corporation is party, each in
substantially the form of the drafts of such documents presented to the Sole
Director but with such change therein or amendments thereto as any officer of
this corporation shall approve, such approval to be conclusively evidenced by
such officer's execution thereof, and
2. General Authority
RESOLVED, that the officers of this corporation, and any of them, be, and they
hereby are, authorized, empowered and directed for and on behalf of this
corporation and in its name to execute, deliver and cause the performance of all
such further documents and to take such further actions as such officer, or any
of them, may in their discretion deem necessary, appropriate or advisable in
order to carry out and perform the intent of the foregoing resolutions.
Dated September 18, 1999
/s/ Anthony C. Dike
-------------------------------
Anthony C. Dike, Chairman/CEO
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Exhibit C
WRITTEN CONSENT
OF THE DIRECTORS OF
INTERCARE DIAGNOSTICS, INC.
a California corporation
Pursuant to the authority of Section 153 of the California Corporation Code
(the "Code"), the undersigned, being the Directors of Intercare Diagnostics,
Inc., a California corporation, does hereby adopt the following recitals and
resolutions:
3. Stock Purchase Agreement
WHEREAS, it has been deemed in the best interests of this corporation to
Seller 51,000 shares of its Common Stock at 0 par value (the "Seller")
pursuant to a Stock Purchase Agreement (the "Agreement") by and between this
corporation and Meridian Holdings, Inc. (the "Purchaser") a Colorado
Corporation; and
WHEREAS, there has been provided to the Board of Directors, a form of the
Agreement (attached hereto as "Exhibit A" and incorporated herein by reference)
for consideration and approval.
NOW THEREFORE BE IT RESOLVED, that the Agreement attached hereto as Exhibit
A and provided to the Directors, pursuant to which among other things, the
following actions are authorized: (i) Seller will sell, convey, assign, transfer
and deliver to the corporation 51,000 shares of Common Stock at 0 par value of
the Corporation to Meridian Holdings, Inc. (ii) In consideration for the sale,
conveyance, assignment, transfer, and delivery of the Acquired Stock, this
Meridian Holdings, Inc., will assumed all the obligations and liabilities of the
Seller as defined in the Stock Purchase Agreement subtitle "Purchase Price"
----------------
(attached hereto as "Exhibit A" and incorporated herein by reference)
RESOLVED FURTHER, that the officers of this corporation be, and each of
them acting alone hereby is authorized and empowered to execute and deliver, or
cause to be executed and delivered, in the name and on behalf of this
corporation, the Agreement and any Related Agreements to which this corporation
is party, each in substantially the form of the drafts of such documents
presented to the Sole Director but with such change therein or amendments
thereto as any officer of this corporation shall approve, such approval to be
conclusively evidenced by such officer's execution thereof, and
1. General Authority
RESOLVED, that the officers of this corporation, and any of them, be, and
they hereby are, authorized, empowered and directed for and on behalf of this
corporation and in its name to execute, deliver and cause the performance of all
such further documents and to take such further actions as such officer, or any
of them, may in their discretion deem necessary, appropriate or advisable in
order to carry out and perform the intent of the foregoing resolutions.
Dated September 18, 1999
/s/ Margie R. Dike
---------------------------------------
Margie R. Dike, PhD,
Executive Vice President/Director
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EXHIBIT D
FORM OF PRESS RELEASE
MERIDIAN HOLDINGS, INC.
COMPANY PRESS RELEASE
Monday September 20, 1999 -- 9 A.M. Eastern Standard Time
MERIDIAN HOLDINGS ANNOUNCES THE ACQUISITION OF 51% OF INTERCARE DIAGNOSTICS,
INC.
Los Angeles, California -- (Business Wire) -- September 20, 1999 ---- Meridian
Holdings, Inc. (NASDAQ - Bulletin Board: MEHO) (http://www.meho.net), today
announced the acquisition of a 51% interest in Intercare Diagnostics, Inc.
(http://www.intercare.com), a California Corporation and United States FDA
registered Biomedical Software Development Company located in the city of
Inglewood, California, in exchange for "Banner" Advertisement and Promotion of
Intercare Products and Services on all high traffic websites of Meridian
Holdings, Inc., as well as assumption of current and future software development
costs and debts of Intercare.
Intercare has developed several healthcare related software programs including
the Mirage Systems Biofeedback Interface, the first United States FDA approved
software program for relaxation, self-regulation and biofeedback training, Body
Pain Trigger Points and most recently released version 5.0 Mirage Systems
Internet-based Healthcare Transaction Management software, all with a street
market value of over $5,000,000.
Recently, Intercare signed a distribution agreement with DigitalRiver
Corporation (http://www.digitalriver.com), a major Internet Distributor of
Software Programs, to market its software to various retail channels, including
but not limited; to Walmart, CompUSA, etc, as well as electronic download sales
over the Internet. The projected revenue from software sales over the next 12
months is approximately $2,000,000.
Under this stock purchase agreement, Intercare will become a subsidiary of
Meridian Holdings, Inc.
####
FOR FURTHER INFORMATION REGARDING THE COMPANY, CONTACT:
MERIDIAN HOLDINGS, INC. HIGH DESERT CONSULTANTS, INC.
CONTACT: ANTHONY C. DIKE CONTACT: THOMAS R. MEINDERS
900 WILSHIRE BOULEVARD 4729 LOMAS SANTE FE STREET
SUITE 500 LAS VEGAS, NEVADA 89147-6028
LOS ANGELES, CALIFORNIA 90017 TEL: (702) 220-3120
TEL: (213) 627-8878 FAX: (702) 220-4332
E-MAIL: [email protected] E-MAIL: [email protected]
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URL: http://www.capnet.com
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From time to time, the Company may issue press releases that contain "forward
looking statements" within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to
the Safe Harbor created by those sections. This material may contain statements
about expected future events and/or financial results that are forward-looking
in nature and subject to risks and uncertainties. For those statements, the
Company claims the protection of the Safe Harbor for forward-looking statement
provisions contained in the Private Securities Litigation Reform Act of 1995 and
any amendments thereto. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections, objectives,
goals, assumptions or future events or performance are not statements of
historical fact and may be "forward looking statements". "Forward looking
statements" are based upon expectations, estimates and projections at the time
the statements are made that involve a number of risks and uncertainties which
could cause actual results or events to differ materially from those
anticipated. "Forward looking statements" in this action may be identified
through the use of words such as "expects", "will", "anticipates", "estimates",
"believes" or by statements indicating certain actions "may", "could", or
"might" occur.
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