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 April 11, 2000, the Board of Directors approved the amendment of
the article of incorporation of the registrant, whereby the total number of
authorized shares was increased to 100,000,000 Common Stock, and
20,000,000 Preferred Stock all at $.001 par value.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(None)
(c) EXHIBITS.
EXHIBIT ITEM. DESCRIPTION
- ------------ -------------
Exhibit A - Form 8-A registration statement
Exhibit B - Amended Articles of Incorporation or registrant
Exhibit C - Sample copy of the new stock certificate
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: April 11th, 2000 By:/s/ Anthony C. Dike
-----------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer,
and Secretary)
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Exhibit A - Form 8-A registration statement
FORM 8-A
SECURITIES AND EXCHANGE COMMISSIONS
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Meridian Holdings, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 52-2133742
------------------------ ---------------------------------------
(State of Incorporation (I.R.S. Employer Identification Number)
or Organization)
900 Wilshire Blvd., Suite 500, Los Angeles, CA 90017
--------------------------------------------------------------
(Address of Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
(if applicable): Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of Each Class on Which Each Class
to be registered is to be Registered
------------------- ---------------------
Common Stock, $.001 Par Value NASDAQ OTC:BB
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the Common Stock, $.001 par value,
of Meridian Holdings, Inc. (the "Company" or "Registrant"). Following is a
description of the capital stock of the Company:
COMMON STOCK
The authorized capital stock of the Company includes 100,000,000 shares of
$.001 par value Common Stock. All shares have equal voting rights and are fully
paid and non-assessable. Voting rights are not cumulative, and, therefore, the
holders of more than 50% of the Common Stock of the Company could, if they chose
to do so, elect all the Directors.
Upon liquidation, dissolution or winding up of the Company, the assets of
the Company would be distributed pro rata to the holders of the Common Stock
subject to any prior rights of any holders of preferred stock. The holders of
the Common Stock do not have preemptive rights to subscribe for any securities
of the Company and have no right to require the Company to redeem or purchase
their shares. The shares of Common Stock presently outstanding are fully paid
and non-assessable.
Holders of Common Stock are entitled to share equally in dividends when, as
and if declared by the Board of Directors of the Company, out of funds legally
available therefor, subject to the dividend obligations, if any, to holders of
preferred stock. The Company has not paid any cash dividends on its Common
Stock, and it is unlikely that any such dividends will be declared in the
foreseeable future.
PREFERRED STOCK
The authorized capital of the Company also includes 20,000,000 shares of
$.001 par value preferred stock. The preferred stock may be issued from time to
time in one or more series, and the board of directors, without further approval
of the stockholders, is authorized to fix the dividend rates and terms,
conversion rights, voting rights, redemption rights and terms, liquidation
preferences and any other rights, preferences, privileges and restrictions
applicable to each series of preferred stock. The purpose of authorizing the
board of directors to determine such rights, preferences, privileges and
restrictions is to eliminate delays associated with a stockholder vote on
specific issuances. The issuance of preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of the
holders of common stock and, under some circumstances, make it more difficult
for a third party to gain control of the Company. There are no shares of
preferred stock outstanding and no series of shares have yet been designated.
REPORTS TO INVESTORS
The Company intends to provide holders of its securities with annual
reports containing financial statements. The Company also will issue quarterly
or other interim reports to its stockholders as it deems appropriate.
TRANSFER AGENT
Corporate Stock Transfer 3200 Cherry Creek Drive South, Suite 430 Denver,
Colorado 80209, serves as the transfer agent for the Common Stock of the
Company.
ITEM 2. EXHIBITS.
The following exhibits are filed with this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION LOCATION
3.1 Certificate of Amendment Included with current filing.
of the Articles of
Incorporation
3.2 Specimen Stock Included with current filing.
Certificates
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Meridian Holdings, Inc.
Dated: April 11, 2000 By:/s/ Anthony C. Dike,
Anthony C. Dike, Chairman/CEO
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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
MERIDIAN HOLDINGS, INC.
The undersigned certify that:
They are the President and the Secretary, respectively, of MERIDIAN HOLDINGS,
INC., a Colorado corporation.
Article FIVE of the Articles of Incorporation of this corporation is amended to
read as follows:
STOCK CLASS AUTHORIZED SHARES PAR VALUE
Common Stocks 100,000,000 0.001 par value
Preferred Stocks 20,000,000 0.001 par value
The foregoing amendment of Articles of Incorporation has been duly approved by
the Board of Directors
The foregoing amendment of Articles of Incorporation has been duly approved by
the required vote of shareholders in accordance with Section 7 - 108 - 202 of
the Colorado Business Corporations Act. The total number of outstanding shares
of the corporation is 31,157,500 shares. The 25 million number of shares voting
in favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
Colorado that the matters set forth in this certificate are true and correct of
our own knowledge.
Dated: April 11, 2000 /s/ Anthony C. Dike
_____________________
President/Secretary
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Exhibit 3.2
Specimen Stock Certificate
(SEE RESTRICTIVE LEGEND ON REVERSE)
MERIDIAN HOLDINGS, INC.
INCORPORATED UNDER THE LAW OF THE STATE OF COLORADO
AUTHORIZED: 100,000,000 COMMON SHARES, $.001 PAR VALUE
[NUMBER] [SHARES]
This certifies ______________________________________________ [CUSIP XXXXXX]
Is the owner of_______________________________________________
Fully Paid and Non-Assessable Common Shares, $.001 Par Value, of
Meridian Holdings, Inc.
Transferable on the books of the Corporation in person or by attorney upon
surrender of this Certificate duly endorsed or assigned. This Certificate and
the shares represented hereby are subject to the laws of the State of Colorado,
and to the Certificate of Incorporation and Bylaws of the Corporation, as now or
hereafter amended. This Certificate is not valid until countersigned by the
Transfer Agent.
Witness, the facsimile seal on the Corporation and the facsimile signature of
its duly authorized officer.
Dated: __________ [Corporate Seal]
/s/ Anthony C. Dike
President/Secretary
Countersigned:
Corporate Stock Transfer
3200 Cherry Drive South Suite 430
Denver, Colorado 80209
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