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): October 17th, 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 1. Changes in Control of Registrant Not Applicable
ITEM 2. Acquisition or Disposition of Assets
WHEREAS, this corporation has purchased twenty percent (20%) interest in
CGI Communications, Services, Inc., a Delaware corporation ("CGI") and holds
two million (2,000,000) shares of the outstanding Common stock of CGI
(the "Stock"); as of December 10, 1999.
On October 17th, 2000, pursuant to a Written consent, the board of directors
approved and authorized a declaration of a dividend of CGI Communications
Services, Inc., Common 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 one (1) share of the Stock of CGI Communications Services,
Inc., for each 20 shares of the registrant's Common Stock held by each such
shareholder. The said dividend is payable to shareholders of record as of
January 2nd, 2001.
ITEM 3. Bankruptcy or Receivership Not Applicable
ITEM 4. Changes in Registrant's Certifying Accountant Not Applicable
ITEM 5. Other Materially Important Events
On October 17, 2000, the board of Directors approved tentatively January 5th,
2001 as the date for the annual shareholder meeting for the year ending December
31, 2000. The record date was also set for November 6th, 2000.
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 filed on December 21, 1999,
incorporated herein by reference.
Exhibit B - Written Consent of the Directors of the Registrant
authorizing the Stock Purchase filed on December
21, 1999, incorporated herein by reference.
Exhibit C - Written Consent of the Directors of CGI Communications
Services, Inc., authorizing the Stock Sale filed on December
21, 1999, incorporated herein by reference.
Exhibit D - Written Consent of the Directors of The Registrant
Approving the Declaration of Dividend.
Exhibit E - Written Consent of the Directors of CGI Communications
Services Approving the Declaration of Dividend.
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: October 17th, 2000 By:/s/ Anthony C. Dike
---------------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
/s/ Philip Falese
--------------------------------
Philip Falese, Chief Financial Officer
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/s/ James Truher
--------------------------------
James Truher, Director
/s/ Scott Wellman
--------------------------------
Scott Wellman, Director
/s/ James Kyle 11
--------------------------------
James Kyle 11, Director
/s/ Marcellina Offoha
--------------------------------
Marcellina Offoha, Director
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EXHIBIT A
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. Approval of Dividend Distribution
WHEREAS, this corporation has purchased twenty percent (20%) interest in
CGI Communications, Services, Inc., a Delaware corporation ("CGI") and holds
two million (2,000,000) shares of the outstanding Common stock of CGI
(the "Stock");
WHEREAS, it is proposed that this corporation declare a dividend of CGI
Communications Services, Inc., Common 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 one (1) share of the Stock of CGI
Communications Services, Inc., for each 20 shares of this Corporation's
Common Stock held by each such shareholder. The said dividend is payable to
shareholders of record as of January 2nd, 2001.("Dividends"); and
WHEREAS, it is deemed advisable and in the best interest of this corporation and
its shareholders that the Dividends be approved;
NOW THEREFORE BE IT RESOLVED, that the Dividends be, and hereby are, approved
and authorized;
RESOLVED FURTHER, that this corporation hereby declares the Dividends be payable
to the shareholders of record as of January 2, 2001; 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 October 17, 2000
/s/ Anthony C. Dike
-------------------------------
Anthony C. Dike, Chairman/CEO
/s/ Philip Falese
--------------------------------
Philip Falese, Chief Financial Officer
/s/ James Truher
--------------------------------
James Truher, Director
/s/ Scott Wellman
--------------------------------
Scott Wellman, Director
/s/ James Kyle 11
--------------------------------
James Kyle 11, Director
/s/ Marcellina Offoha
--------------------------------
Marcellina Offoha, Director
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Exhibit B
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. Approval of Stock Dividend Distribution to Share Holders of Meridian
Holdings, Inc.
RESOLVED, that this Corporation hereby authorizes the issuance of the
Following stock dividend:
EACH SHAREHOLDER OF MERIDIAN HOLDINGS, INC. SHALL RECEIVE 1 SHARE OF
THIS CORPORATIONS' COMMON STOCK FOR EVERY 20 SHARES OF COMMON STOCK OF MERIDIAN
HOLDINGS, INC., OWNED. ONLY THOSE SHAREHOLDERS OF MERIDIAN HOLDINGS, INC.
ON THE RECORD DATE SHALL BE ELIGIBLE FOR THE STOCK DIVIDEND.
THE RECORD DATE FOR THE DIVIDEND IS JANUARY 2, 2001
THE DISTRIBUTION DATE FOR THE DIVIDEND IS JANUARY 17, 2001.
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 October 17, 2000
/s/ Charles Ume
---------------------------------------
Charles Ume
Executive Vice President/Director
/s/ Anthony C. Dike, MD
-----------------------------------------
Anthony C. Dike, MD
Chairman of the Board/Director
/s/ Danny Basel, MD
-------------------------------------------
Danny Basel, MD/ Director
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