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): December 10th, 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)
1
<PAGE>
ITEM 1. Changes in Control of Registrant Not Applicable
ITEM 2. Acquisition or Disposition of Assets
Whereas the registrant has purchased fifty-one percent(51%) interest in
Inter-Care Diagnostics Inc., a California corporation ("Inter-Care") on
September 18th, 1999, and holds five Million one hundred (5,100,000) shares of
outstanding Common stock of Inter-Care (the "Stock"). On December 10th, 1999,
pursuant to a Written consent, the board of directors approved and authorized a
declaration of a dividend of the Stock to each of its shareholders with the
exception of all current and past officers, directors and affiliates, by
transferring or causing to be issued five (5) shares of the Stock for each
shares of the registrant's Common Stock held by each such shareholder. The said
dividend is payable to shareholders of record as of December 31st, 1999.
ITEM 3. Bankruptcy or Receivership
Not Applicable
ITEM 4. Changes in Registrant's Certifying Accountant
Not Applicable
ITEM 5. Other Materially Important Events
On December 10th, 1999, pursuant to a Stock Purchase
Agreement dated December 10th, 1999 (the "Stock Purchase
Agreement") by and among the Registrant ("Buyer"), CGI
Communications Services, Inc. (a Delaware Corporation)("Seller"),
the Registrant purchased 2,000,000 shares of Common Stock at .01
par value, representing 20% of all the issued and outstanding shares
of the "Seller" in exchange for an aggregate capital investment of
$12,000,000 payable in the form of cash, common stock or
convertible debenture, over a five year period ("Purchase Price").
The proceed to be used for working capital and general corporate purposes.
ITEM 6. Resignation of Registrant's Directors
Not applicable
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
December 10th, 1999, by and among the Registrant,
and CGI Communications Services, Inc., a Delaware
Corporation.
Exhibit B - Written Consent of the Directors of The Registrant
authorizing the Stock Purchase.
Exhibit C - Written Consent of the Directors of CGI Communications
Services, Inc., authorizing the Stock Sale.
Exhibit D - Form of a "Fairness Opinion" by Andrew M. Smith, CPA
Exhibit E - 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: December 13th, 1999 By:/s/ Anthony C. Dike
---------------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer,
and Chief Financial Officer)
2
<PAGE>
EXHIBIT A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made and entered into
this 10th day of December 1999 between CGI Communications
Services, Inc., ("Seller") a Delaware Corporation and
Meridian Holdings, Inc. ("Purchaser") a Colorado Corporation.
Whereas Seller is an Internet Services Provider and a State
of Delaware Corporation with 10,000,000 shares (01 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
2,000,000 shares of Common Stock (01 par value) of CGI
Communications Services, Inc. In consideration for the sale,
conveyance, assignment, transfer, and delivery of the Acquired
Stock, Meridian Holdings, Inc., shall pay an aggregate sum of
$12,000,000 in the form of cash, common stock or convertible
debenture over a five year period, subtitle "Purchase Price"
proceeds to be used for working capital and general corporate
purposes.
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 2,000,000 shares (01 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. 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.
Closing
- -------
Closing shall take place on December 13th, 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. CGI Communications Services, Inc.
/s/ Anthony C. Dike /s/ Kingsley Maduike
- -------------------------- ---------------------------------
Anthony C. Dike, MD Kingsley Maduike
Chairman/CEO Executive Vice President
3
<PAGE>
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 2,000,000 shares of Common Stock
at 01 par value of CGI Communications, Services, Inc. ("Seller")
a Delaware 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 2,000,000 shares of Common Stock at 01 par value of
CGI Communications Services, Inc., a Delaware Corporation. (ii) In
consideration for the sale, conveyance, assignment, transfer, and
delivery of the Acquired Stock, Meridian Holdings, Inc., shall
to an aggregate sum of $12,000,000 in the form of cash, common
stock or convertible debenture over a five year period
to 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.
This Written Consent shall be filed in the minute book of this
corporation and shall become part of the records of this corporation.
Dated December 10, 1999
/s/ Anthony C. Dike
-------------------------------
Anthony C. Dike, Chairman/CEO
4
<PAGE>
Exhibit C
WRITTEN CONSENT
OF THE DIRECTORS OF
CGI COMMUNICATIONS SERVICES, INC.
a Delaware corporation
Pursuant to the authority of Section 141 (f) of the Delaware General
Corporations Law, the undersigned, being the Directors of CGI Communications
Services, Inc., a Delaware 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
sell 2,000,000 shares of its Common Stock at 01 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
2,000,000 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, Meridian Holdings, Inc., shall pay an aggregate sum of $12,000,000
in the form of cash, common stock or convertible debenture over a five
(5) year period, to 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 Board of Directors 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.
This Written Consent shall be filed in the minute book
of this corporation and shall become part of the records of
this corporation.
Dated December 10, 1999
/s/ Kingsley Maduike
---------------------------------------
Kingsley Maduike,
Executive Vice President/Director
5
<PAGE>
Andrew M. Smith, CPA December 10, 1999
3711 Long Beach Blvd., Suite 809
Long Beach, CA 90807
Board of Directors
Meridian Holdings, Inc.
900 Wilshire Blvd., Suite 500
Los Angeles, CA 90017
RE: FAIRNESS OPINION LETTER
Gentlemen:
We have reviewed the proposed purchase of shares of CGI
Communications Services, Inc., by Meridian Holdings, Inc. Our
procedures do not constitute
An audit, review, or compilation of the information provided and
accordingly, we do not express a conclusion or provide any
other form of assurance on the completeness or accuracy
of the information.
Our assistance was directed to reporting on the fairness
of the proposed purchase transaction as it relates to the
existing shareholders of Meridian Holdings, Inc., or CGI
Communications Services, Inc. We performed inquiries and
analysis based on the information you made available to us, and
we relied on the sufficiency, accuracy, and reliability
of the information provided.
We make no representations regarding the sufficiency of the
procedures we performed.
Based on our review there was nothing that came to our attention
which would lead us to conclude that the aforementioned transaction
would not potentially be mutually beneficial to the respective
shareholders of Meridian Holdings, Inc. (Purchaser) or CGI
Communication Services, Inc.(Seller).
/s/ Andrew M. Smith
Andrew M. Smith
Certified Public Accountant
Long Beach, California
6
<PAGE>
EXHIBIT E
FORM OF PRESS RELEASE
MERIDIAN HOLDINGS, INC.
COMPANY PRESS RELEASE
Wednesday December 15, 1999 -- 9 A.M. Eastern Standard Time
MERIDIAN HOLDINGS ANNOUNCES THE ACQUISITION OF 20% OF CGI COMMUNICATIONS
SERVICES, INC.
Los Angeles, California -- (Business Wire) -- December 15,
1999 --- Meridian Holdings, Inc. (NASDAQ-Bulletin Board:
MEHO) (http://www.meho.com), today announced the acquisition
of a 20% interest in CGI Communications
Services, Inc.(http://www.cgics.com), a Delaware Corporation
in exchange for equity Investment funding for an
aggregate of $12,000,000 over five years period. Payment
shall be made in the form of cash, common stock and
other convertible debenture. The proceed will be used as
a working capital and other corporate purposes.
About CGI Communications Services
CGI Communications Services, is a start-up company focused on
providing value added Internet and Intranet services, including DSL,
Wireless Internet Services, Web Hosting, database Management and
data archiving to specialty and small business customers. Located
in the city of Los Angeles, California, CGI Communications
Services, intends to become a leader in this niche market, which
is becoming the fastest growing sector in the industry.
About Meridian Holdings
Meridian Holdings, Inc. is an acquisition-oriented business
enterprise focused on providing media-rich Internet contents
and e-commerce solutions via Internet-based communities,
online malls, classified advertisements and website
auctions. The company's proprietary Internet software is used
to provide access to a unique information portal and a virtual
shopping mall featuring thousands of downloadable and
traditional consumer products. The company's Intercare
Diagnostics, Inc., subsidiary is a U.S. FDA-registered,
biomedical software development and publishing company.
Visit Meridian's web site at www.meho.com
------------
Intercare's at www.intercare.com and CGI's web site at www.cgics.com
----------------- -------------
####
FOR FURTHER INFORMATION REGARDING THE COMPANY, CONTACT:
MERIDIAN HOLDINGS, INC. Jordan Richard and Associate, Inc.
CONTACT: ANTHONY C. DIKE CONTACT: Mardelene Franco
900 WILSHIRE BOULEVARD 350 South 400 East, Suite 206
SUITE 500 LOS ANGELES, CA 90017 Salt Lake City, UTAH 84111
TEL: (213) 627-8878 TEL: (801) 463-0300
E-MAIL: [email protected] E-MAIL: [email protected]
-----------------
URL: http://www.meho.com
NOTE: Statements in this news release that are not purely
historical are 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 are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and any amendments thereto. Material that is
forward-looking may contain statements about expected future
events and/or financial results that are forward-looking in nature.
Editors and investors are cautioned that such forward-looking
statements invoke risk and uncertainties that may cause the company's
results to differ from such forward-looking statements. These include,
but are not limited to, economic, competitive,
governmental, technological and other factors discussed in the
statements and/or in the company's filings with the Securities
and Exchange Commission.
7
<PAGE>
