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): January 31st, 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
On January 31s, 2000, pursuant to a Stock Purchase Agreement dated
January 31s, 2000 (the "Stock Purchase Agreement") by and among the
Registrant ("Buyer"), Meridian Health Systems, Inc., (a Delaware Corporation)
("Seller"), the Registrant purchased 2,100,000 shares of Common Stock at
0.0001 par value, representing 51% of all the issued and outstanding shares of
the "Seller" in exchange for assumption of debt and future corporate funding
and management.
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 January 31, 2000,
by and among the Registrant, and Meridian Health Systems, 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 Meridian Health Systems,
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: January 31, 2000 By:/s/ Anthony C. Dike
-----------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer,
and Secretary)
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EXHIBIT A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made and entered into this 31st day of
January 2000 between Meridian Health Systems Inc., ("Seller") a Delaware
Corporation and Meridian Holdings, Inc. ("Purchaser") a Colorado Corporation
Whereas Seller is a Managed Healthcare Organization and a State of
of Delaware Corporation with 100,000,000 shares (0.0001 par value) of Common
Stock authorized, and 2,017,647 shares issued and outstanding.
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 2,100,000 shares
Of Common Stock (0.0001 par value) of Meridian Health Systems, Inc. in exchange
for the following:
(i) Provision of future corporate financing to the company and other
necessary support in regards to the company's business development
(iii) Purchaser will assume the following debts of the Seller :
a). Debt owed to Los Angeles Community Development Bank in. the
amount of $59,572.28.
b). Debt owed to First Professional Bank, in the amount of $11,507.11
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 2,100,000 shares
(0.0001 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 to said shares as well as a
Majority Shareholder of Meridian Health Systems, Inc., which will now become a
subsidiary of Meridian Holdings, Inc.
Closing
- -------
Closing shall take place on January 31st, 2000 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. Meridian Health Systems, Inc.
/s/ Anthony C. Dike /s/ Dennis Youkstetter
- -------------------------- ---------------------------------
Anthony C. Dike, MD Dennis Youkstetter
Chairman/CEO President/CEO
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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 Board of 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 2,100,000 shares of Common Stock at 0.0001 par value of Meridian Health
Systems, 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 Board of Directors, pursuant to which among other things,
the following actions are authorized: (i) Seller will sell, convey, assign,
transfer and deliver to the corporation 2,100,000 shares of Common Stock at
0.0001 par value of Meridian Health Systems, Inc., a Delaware 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 a 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.
Dated January 31, 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 C
WRITTEN CONSENT
OF THE DIRECTORS OF
MERIDIAN HEALTH SYSTEMS, INC.
a Delaware Corporation
Pursuant to the authority of Section 141 (f) of the Delaware General
Corporations Law, the undersigned, being the Directors of Meridian Health
Systems, Inc., a Delaware 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
Sell 2,100,000 shares of its Common Stock at 0.0001 par value 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 2,100,000 shares of Common Stock at 0.0001 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 January 31, 2000
/s/ Dennis Youkstetter
---------------------------------------
Dennis Youkstetter
President and Chief Executive Officer
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EXHIBIT D
FORM OF PRESS RELEASE
MERIDIAN HOLDINGS, INC.
COMPANY PRESS RELEASE
MERIDIAN HOLDINGS ANNOUNCES THE ACQUISITION OF 51% OF MERIDIAN HEALTH
SYSTEMS INC.
Los Angeles, Calif. --Anthony C. Dike, MD, chairman and chief executive
Officer of Meridian Holdings, Inc. (OTC Bulletin Board: MEHO), today
announced the company's acquisition of a 51% interest in Meridian Health
Systems, Inc. (Inglewood), a Delaware Corporation. As provided by the stock
Purchase agreement, Meridian Health Systems, Inc. will become a subsidiary of
Meridian Holdings, Inc.
Dennis Youkstetter, who has been active in managed health care in southern
California for nearly 20 years, will remain as president and CEO of Meridian
Health Systems, Inc. Throughout his distinguished career, Youkstetter has
organized and managed a variety of health plans, participating in the
organization of Care America, Blue Shield and Viva Health plans in the early
1980s. He was also Instrumental in the licensing of Loma Linda University Health
Plan, the first tertiary medical school/hospital group- sponsored health plan in
Calif.; and Care1st Health Plan, one of the health plans that provide managed
care services in Los Angeles to those eligible for Medi-Cal. He served
as the latter organization's first president and CEO.
Youkstetter, who has an MBA and a PHD in organization theory from Columbia
University, has worked toward the establishment of Medicare and Medicaid managed
health programs in a number of states. In 1990, Youkstetter, then vice president
of marketing at Queen of Angeles-Hollywood Presbyterian Medical Center, was an
active member of the team responsible for the successful repositioning and
revitalization of the medical center.
"Dennis is an exceptionally knowledgeable professional. With the
acquisition of Meridian Health Systems, Inc., we look forward to rapid and
synergistic development of Meridian's managed care business unit," said Dike.
He said that development of new business in this area is expected to include,
But will not be limited to, management of outpatient ambulatory care facilities
and direct Medicare contracting with Health Care Finance Administration and
other employer groups, initially in southern California.
About Meridian Holdings, Inc.
Meridian Holdings, Inc. is an acquisition-oriented holding company focused on
Building a portfolio of business-to-business companies. Meridian seeks to
Acquire Majority or controlling interests in companies engaged in e-commerce,
e-communications, and e-business services, which will allow the holding company
to actively participate in management, operations and finances. Meridian's
network of affiliated companies is designed to encourage maximum leverage of
information technology, operational excellence, industry expertise and
synergistic business opportunity. Meridian is committed to building
shareholder value by positioning affiliated companies as independent business
entities in which Meridian shareholders enjoy equity participation. Visit
Meridian's web site at www.meho.com
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FOR FURTHER INFORMATION REGARDING THE COMPANY, CONTACT:
MERIDIAN HOLDINGS, INC. Jordan Richards and Associates.
CONTACT: ANTHONY C. DIKE CONTACT: Madeleine Franco
Tel: 213-627-8878 Tel: 801-463-0300
E-MAIL: [email protected] E-MAIL: [email protected]
NOTE: Statements contained in this 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 of 1934 and are made
Subject to the safe harbor provisions of the Private Securities Litigation Re-
Form Act of 1995.Editors and investors are cautioned that such forward-looking
statements, including but not limited to statements about expected future events
and/or financial results, invoke risk and uncertainties and that actual future
events and/or the company's actual results may differ materially from such
forward-looking statements. Such risks and uncertainties include but are not
limited to the company's ability to develop new business in the area of managed
care, its ability to attract and retain key personnel, its ability to finance
its plans for growth, general economic conditions and other factors discussed
in such forward-looking statements and/or the company's periodic filings with
the Securities and Exchange Commission.
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