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 8, 2000
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
1) On May 8, 2000, pursuant to the authority of Section 7-108 of Colorado
Business Corporation Act, and in the best interest of the Registrant and its
shareholders, the board of directors of the registrant adopted the following
resolutions:
a) Approval of a 3 for 1 forward stock split to be issued to shareholders of
record as of June 15th, 2000.
c) The stock distribution date shall be set for June 30th, 2000.
2) As of May 8, 2000, the registrant issued a total of 250,000 restricted shares
of Common Stock at 0.001 par value to NC Capital Markets, Inc., pursuant to a
financial consulting agreement entered between the registrant and NC National
Capital Market, Inc., on March 1st, 2000.
Under the terms of this agreement, NC Capital Market, a subsidiary of The
National Capital Companies, will provide on a non-exclusive basis, advice
consultation, information, and services to the Directors and/or Officers of the
registrant regarding general financial and business matters including, but not
limited to:
a). Mergers and acquisitions, reorganizations, reverse mergers, divestitures,
and due diligence studies;
b). Capital structures and sources, and financial transactions;
c). Banking methods and systems;
d). Guidance and assistance in available alternatives to maximize shareholder
value;
e). Periodic reporting as to developments concerning the general financial
markets and public securities markets and industry which may be relevant or of
interest or concern to the Registrant or the Registrant's business;
f). Periodic preparation and distribution of research reports and information to
the broker/dealer and investment banking community.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(None)
(c) EXHIBITS.
EXHIBIT ITEM. DESCRIPTION
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Exhibit A - Written Consent of the Board of Directors regarding a three-for
one forward stock split.
Exhibit B - Written Consent of the Board of Directors regarding engagement
of NC Capital Markets, Inc., as a financial consultant to the
Registrant.
Exhibit C - Copy of the Financial Consulting Services Agreement between
NC Capital Market, Inc., and the Registrant.(Filed in Paper)
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: May 8, 2000 By: /s/ Anthony C. Dike
----------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer,
and Secretary)
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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 board of directors of Meridian Holdings,
Inc., a Colorado corporation, does hereby adopt the following recitals and
resolutions:
1. Approval of 3 for 1 forward Stock Split
WHEREAS, it is deemed to be in the best interest of this corporation
and its shareholders to declare a three-for-one stock forward stock split
on this corporation's Common Stock; and
WHEREAS, as provided in Article V of this corporation's Articles of
Incorporation, as amended, this corporation has one hundred million
(100,000,000) shares of Common Stock authorized and as of May 8, 2000, an
aggregate of thirty one million five hundred and fifty four thousand, nine
hundred and ninety five (31,554,995) shares were issued and outstanding;
NOW THEREFORE BE IT RESOLVED, that this corporation hereby declares a
3 for 1 forward stock-split of its common stock.
RESOLVED FURTHER, that this corporation hereby sets June 15th, 2000,
as the record date for the 3 for 1 forward stock split; and
RESOLVED FURTHER, that the distribution date for the 3 for 1 forward stock
Split shall be June 30, 2000.
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 May 8, 2000
/s/Anthony C. Dike
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Anthony C. Dike, Chairman/CEO
Secretary/Director
/s/ James W. Truher
----------------------------
James W. Truher/Director
/s/ Scott Wellman
----------------------------
Scott Wellman/Director
/s/ Marcellina Offoha
-----------------------------
Marcellina Offoha/Director
/s/ James Kyle III
-----------------------------
James Kyle III/Director
WRITTEN CONSENT
OF THE DIRECTORS OF
MERIDIAN HOLDINGS, INC.
a Colorado corporation
Pursuant to the authority of Section 7-108 of Colorado Business Corporation
Act, the undersigned, being the board of Director of the company, does hereby
adopt the following recitals and resolutions by way of unanimous consent, with
waiver of notice.
1. Financial Consulting Agreement from NC Capital Markets, Inc. (a Nevada
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corporation)
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WHEREAS, the board of Directors have been presented a form Financial
Consulting Agreement to review for approval.
It has been deemed to the best interest of the Company to retain the
services of NC Capital Markets, Inc. to provide a long range strategic business
planning, and to advice the Directors and /or Officers of the Company on general
business and financial matters, including Investment Banking services, as
contained in the Financial Consulting Agreement dated March 1, 2000.
NOW THEREFORE BE IT RESOLVED, that the Company hereby authorizes the
issuance of 250,000 fully paid and non-assessable but restricted Common Stock of
the Company to NC Capital Markets, Inc., for Financial consulting services to be
rendered on behalf of the Company, pursuant to Financial Consulting Services
Agreement signed by and between the Company and NC Capital Markets, dated March
2, 2000, incorporated herewith as Exhibit C (Filed in Paper).
RESOLVED FURTHER, that the company hereby consents to registration via
an S-3 filing within 30 days of execution of this agreement, to remove said
restrictive legend on the 250,000 shares of Common stock issued to NC Capital
Markets, Inc., pursuant to the Financial Consulting Agreement.
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 changes 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
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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 its name to execute, deliver and cause the performance of
all such further documents and 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 foregoing resolutions.
Dated March 1, 2000
/s/Anthony C. Dike
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Anthony C. Dike, Chairman/CEO
Secretary/Director
/s/ James W. Truher
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James W. Truher/Director
/s/ Scott Wellman
----------------------------
Scott Wellman/Director
/s/ Marcellina Offoha
-----------------------------
Marcellina Offoha/Director
/s/ James Kyle III
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James Kyle III/Director
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