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): June 16th, 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)
1
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ITEM 5. OTHER EVENTS
English Translation from Hebrew language of the Israeli Bankruptcy
Court decisions regarding the liquidation of the assets of Sirius
Computerized Technology LTD, as per the Form 8k filed on 7-13-2000 by the
registrant which is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(None)
(c) EXHIBITS.
EXHIBIT ITEM. DESCRIPTION
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Exhibit A - Decisions of the district Court of Tel-Aviv and Jerusalem
(Israel) regarding the proposed asset purchase.
(English Translation from Hebrew).
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: August 31, 2000 By:/s/ Anthony C. Dike
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Anthony C. Dike
(Chairman, Chief Executive Officer,
and Secretary)
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EXHIBIT A
District Court Tel Aviv District Court
in Tel Aviv - Jaffa [illegible] 11177/09 ([illegible] 13438/00)
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Amir N. Dolev, Sirius Computerised Technology Limited.
(In file of Industrial Development Bank, B. Mir)
Date Opened: 6/22/00
Re: Companies Regulation (Revised), 1983
Re: Serius Computer Technologies, Ltd. (In receivership and interim
liquidation)
Hereinafter: Company
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Re: Attorney Amir Dolev
Receiver and Interim Liquidator
Bergerson and Co. Attorneys-at-Law
52 Ibn Gvirol Street, Tel Aviv
Tel: 03-6964294; Fax: 03-6960441
Hereinafter: Petitioner
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Re: Company employees
Attached list: Appendix A
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c/o Representative - Attorney Ronni Dover and [illegible]
4 Dorot Rishonim St., Jerusalem
Tel: 02-6240242; Fax: 02-6232914
Hereinafter: Company Employees
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Re: Income Tax Branch
c/o Representative - Attorneys Yaakov Cohen and/or Ran Goldstein
55 Petach Tikvah Road, Tel Aviv
Tel: 03-5656280; Fax: 03-5656451
Hereinafter: Income Tax
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Re: Customs and Value Added Tax Branch
c/o Representative - Attorney Ze'ev Yochelman
91 Herzl St., Government Center, Ramleh
Tel: 08-9788042; Fax: 08-9788060
Hereinafter: VAT
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Re: National Insurance Institute [NII]
c/o Representative - Attorney Sarah Shdeor
13 Weizman Blvd., Jerusalem
Hereinafter: NII
---
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[Handwritten text from first page:]
[top of page:] 1255/7
Decision I
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1) [illegible question]
2) It is necessary to have an [illegible].
3) The office of the secretary [illegible]. [ink stamp appears twice:] Tel Aviv
District
Court
[illegible ink stamp] 25 6,00
Decision II
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1) Following the decision of the Court [illegible], in view of the agreement
[illegible] on the laws of precedence, [illegible].
2) If [illegible] for the transfer of the file [illegible] to the Court
[illegible] so as to consider all aspects of the company. [illegible]
Within 30 days, the petitioner shall submit it report that [illegible]. At the
same time, the petitioner shall submit together [illegible] pertaining to my
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decision for an order.
3) [Illegible] by the petitioner of my decision for an order to the Receiver
within 24 hours.
[ink stamp at bottom of page] I, certify is correct and
corresponds to the original.
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[entire page is the same as first page of translation]
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Re: Israel Industrial Development Bank, Ltd.
c/o Representative - Attorneys Shaul Bergerson
and/or A. Elkin and/or B. Cohen and/or
M. Alom and/or A. Gilboa
52 Ibn Gvirol St., Tel Aviv
Tel: 03-6964294; Fax: 03-6960441
Hereinafter: The Bank
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URGENT PETITION FOR GRANTING OF INSTRUCTIONS TO SELL ASSETS
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The Honorable Court is hereby requested to authorize the Petitioner to accept
the offer of Meridian Holdings, Inc. for the sale of the assets of the company
indicated in the irrevocable offer attached hereto as Appendix B.
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The Reasons for the Request:
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1. On 2/7/2000, the Petitioner was appointed as interim Receiver for the
Company, on 2/20/2000 an Order was issued for the enforcement of the liens made
by the Company in favor of the Bank, and the Petitioner was appointed as
permanent Receiver by the Tel Aviv District Court (hereinafter "Court of the
Receivership"). A copy of the decision of the Court is attached hereto as
Appendix C.
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2. On 6/7/2000, a petition for liquidation of the Company was submitted to
the Jerusalem District Court, and on 6/8/2000, the Petitioner was appointed as
interim Liquidator at the request of the Company's employees and the Bank. A
copy of the decision of the Court is attached hereto as Appendix D.
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3. This Petition is submitted to the Court of the Receivership inasmuch as
the assets sold are mortgaged to the Bank and are assets for which the
Petitioner was appointed as permanent Receiver for the purpose of their
execution.
4. The Court of the Receivership gave its approval for the Petitioner to
operate the Company to a limited extent for the financing of the insured
creditor, the Israel Industrial Development Bank, Ltd., for the purpose of
protecting the assets of the Company, and of Ending a possibility to sell the
assets of the Company, most of which is technology developed by the Company, as
described hereinafter.
5. For many years the Company has been involved in computerized medical
program-software development for medical and administrative file management of
medical organizations such as hospital management companies, medical
organizations, and others (hereinafter: "computerized medical program").
6. Starting on the date of his appointment, the Petitioner and other
attorneys in his office have bean endeavoring to locate a buyer for the assets
of the Company who specializes in the computerized medical program developed by
the Company.
7. The fundamental condition for the possibility of selling the technology -
the computerized medical program developed by the company - was the continuation
of the employment of a limited staff of the Company developer who possess the
required knowledge and information to use technology needed to transfer the
technology to a possible buyer. For this purpose, and following trimming and
reducing the budgetary limitations required by the Bank, the Petitioner entered
into an agreement with 8 employees of the Company to continue their employment.
This agreement was approved by the Honorable Court.
8. These employees who remained with the Company and who had faith in it
despite its difficult situation assisted in the sale of the assets of the
Company.
9. The main market for the computerized medical program of the Company is
the American market, where the Company marketed the computerized medical program
and parts thereof. A subsidiary company of the Company was set up in the United
States, and became involved in the marketing of the computerized medical
program. In order to locate potential buyers in the United States in the field
of medical computerization, the Receiver contacted a number of entities
possessing experience and knowledge in the capital market (which was the area
the Company operated in) and in the United States market. Therefore, the
Receiver entered into an agreement with Kur Underwriters and Stock Share
Issuers, Ltd. for the sale of the assets of the Company. The Receiver also
entered into an agreement with Prisma Technologies to locate an entity to
purchase the assets of the Company. The Receiver also entered into agreements
with other entities.
10. These entities agreement to assist in the sale of the assets on a
contingency basis, i.ethey would receive a commission from the money received.
11. From the date of his appointment, the Petitioner undertook extensive
attempts and efforts in Israel and abroad to sell the computerized medical
program. Thus, direct inquiries were made, as were inquiries made by the
various entities, to dozens of entities in Israel and abroad specializing in the
computerized medical program and software developed for it, in order to interest
them in possibly purchasing the assets of Me Company.
12. The Petitioner undertook additional negotiations with a number of
Israeli entities, but these did not result in any agreements. It appears that
it is difficult to find a buyer in the Israeli market. One buyer offered a sum
of US $500,000 but withdrew his offer. The fall of the American stock market
also created difficulties in locating an American buyer.
13. The Company employees, who agreed to assist in the sale, announced that
if a buyer were not found by the beginning of June, 2000, they would leave the
Company immediately. In addition, it turned out that there is no additional
financing to continue operating the Company and employing the staff beyond June,
2000.
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14. The Petitioner conducted negotiations with Meridian Holdings, Inc., who
expressed interest in purchasing the computerized medical program. Intensive
negotiations were conducted for approximately 4 months until recently, when a
final, binding and irrevocable agreement was made by Meridian Holdings, Inc.
The agreement is attached hereto as Appendix B.
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15. The financing provided by the Bank to continue to operate the
Receivership and to employ the needed staff of the Company is exhausted, and
cancellation of the acceptance of the offer of Meridian Holdings, Inc. will
force termination of the employees and the total loss of the actual possibility
of selling the technology of the Company.
16. The purchasing company, Meridian Holdings, Inc., is a publicly traded
company in the United States on the Nasdaq. Attached hereto as Appendix E is
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the company profile and financial data about the scope of its operations.
17. Following the aforementioned negotiations that continued for several
months, the chairman of Meridian Holdings, Inc., Mr. Anthony C. Dike, came to
Israel for an additional test of the computerized medical program and the
software developed by the company, and undertook discussions with the staff and
for the purposes of the negotiations. Upon completion of the testing he
performed, his American attorney, Mr. Dale Church, also came to Israel last
weekend.
18. For several additional days intensive negotiations were held with the
chairman of the Company and his Representative. Upon completion of the
negotiations, the Parties agreed on a version of the offer of Meridian Holdings,
Inc. being submitted for the approval of the Honorable Court herein.
19. The offer of Meridian Holdings, Inc. includes the following components:
19.1 The purchase shall be performed through an Israeli subsidiary company,
fully owned by the buyer, and which shall be established in Israel for this
purpose.
19.2 In exchange for the purchase of We anew of the Company as described in
the offer, the buyer shall pay a sum of US $2,700,000 plus VAT.
19.3 The purchase shall be performed through the transfer of 1,100,000
shares (at least) of Meridian Holdings, Inc. to the account of the Petitioner in
the [illegible] company. These shares shall be realized by the Petitioner, and
the exchange shall be transferred to the account of the Receivership until
receipt of payment of US $2,700,000.
19.4 If shares making possible the transfer of US $2,700,000 to the account
of the Receivership are not realized within one year, the buyer promises to pay
the difference in cash.
19.5 If these 1,100,000 shares are realized for an exchange amounting to
more than US $2,700,000, and up to US $3,200,0000, the difference will be
retained by the Receivership fund; amounts above US $3,200,000 shall be returned
to the buyer.
19.6 Similarly, Meridian Holdings, Inc. shall allocate to the Petitioner the
right to purchase up to 50,000 shares in exchange for 510 per share in Intercare
Comm Inc., the company that will ultimately hold the assets of the Company and
which is currently engaged in procuring capital and issuing shares on the
Nasdaq. At this stage, the value of this right cannot be assessed, but in the
event that the share issue of the Company is successful, it is possible that the
realization of this right will provide additional funds for the receivership
fund. This right may not be realized in the event that the sale of the shares
shall be at a sum above US $3,200,000, as described in paragraph 17.5 above.
19.7 In order to guarantee full payment of the exchange, it has been agreed
that thee assets of the Company shall be held in trust by Attorney Bergerson,
and the buyer shall have the right only of limited use of the assets of the
Company, until full payment of the exchange.
19.8 The offer of the buyer is irrevocable.
19.9 The offer of Meridian Holdings, Inc. is attached hereto as Appendix B.
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20. As described above, this offer is the only offer for purchase of the
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assets of the company after four months of intensive efforts of all those
involved in selling the assets of the Company.
21. Refusal to accept this offer will result in the total loss of the
present opportunity of the Company to sell its assets.
22. There is an urgent need to obtain approval for the offer of the
proposing party [illegible] its offer since the date set for completing the sale
of the assets to the proposing party, that is, until the end of this month,
e.g., 6/30/00. Starting on this date, responsibility for continuation of
employment of the Company staff shall be assumed by the proposing party, who,
from this date, shall bear the expenses required for Company operations sold to
the proposing party. This date is established at the request of the employees,
and therefore, following this date, the Petitioner shall have no funds to
finance the expenses of the Receivership and employment of we Staff.
23. The exchange amount accepted by virtue of this offer shall provide for
covering expenses of the Receivership that were financed heretofore by the Bank
with the approval of the Honorable Court, and the payment for debts to the
employees and their successors under the law of precedence, including debts for
income tax, VAT, the National Insurance Institute and the Bank.
24. The request for the division of the exchange amount arid payment of the
expenses of the Receivership to the Bank, employees [last words illegible].
25. Acceptance of this offer shall enable the development of the
computerized medical program to be continued in Israel by the buyer through the
work of some of the employees of the Company with whom the buyer is entering
into an employment agreement, as well as recruiting additional employees.
26. Prior to the submission of this petition, the Petitioner contacted the
creditors under the law of precedence who were added as a Party to this petition
for the acceptance of their agreement to the request.
27. Through Representative Ronni Dover, the employees of the Company gave
their agreement to this petition. The copy of their letter of agreement is
attached hereto as Appendix F.
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28. The Income Tax authorities, through their representative, the director
of the Liquidation and Receivership Department at the Income Tax Commission, and
the VAT authorities, through their representative, offered their agreement to
this petition. A copy of their letters of agreement is attached hereto as
Appendix Gl and G2. The National Insurance Institute has not yet replied to the
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petition since all the attorneys in the legal department of the National
Insurance Institute are currently in a professional training program, and their
response was therefore unavailable.
29. The Israel Industrial Development Bank, Ltd. has agreed to this
petition. A copy of its letter of agreement is attached hereto as Appendix H.
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30. Based on law and justice, it is appropriate that this petition be
approved and that a directive be issued per its heading.
[signature]
Interim Receiver and Liquidator
Berguson and Co., Attorneys-at-Law
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