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 21st, 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
<PAGE>
ITEM 5. OTHER EVENTS
On June 21, 2000, pursuant to an Asset Purchase Agreement dated
June 21, 2000 (the "Asset Purchase Agreement") by and among the
Registrant ("Buyer"), Triad Microsystems, Inc., (a Virginia Corporation)
("Seller"), the Registrant purchased substantially all the Intellectual
properties rights (Assets) associated with Triad's "MedLinQ" application
services provider (ASP) solution for healthcare management, from the "Seller" in
exchange for $1 and assumption of certain debt, 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 - Asset Purchase Agreement, dated as of June 21, 2000,
by and among the Registrant, and Triad Microsystems, Inc.
a Virginia Corporation.
Exhibit B - Written Consent of the Directors of The Registrant
authorizing the Asset Purchase.
Exhibit C - Written Consent of the Directors of Triad Microsystems,
Inc., authorizing the Asset Sale.
Exhibit D - Term Sheet for Assets purchase agreement
Exhibit E - 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: June 21, 2000 By:/s/ Anthony C. Dike
-----------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer,
and Secretary)
2
<PAGE>
EXHIBIT A
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement is made and entered into this 21st day of
June 2000 between Triad Microsystems, Inc., ("Seller") a Virginia
Corporation and Meridian Holdings, Inc. ("Purchaser") a Colorado Corporation
Whereas Seller is a Healthcare Technology Company and a State of
Virginia Corporation with business address at 809 West Broad Street #514
Falls Church, Virginia.
Whereas Seller wishes to sell and Purchaser wishes to purchase said assets
as included in exhibit D;
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 substantially all
the Intellectual properties rights (Assets) associated with Triad's "MedLinQ"
application services provider (ASP) solution for healthcare management, under
the following terms and conditions:
(i) The purchase price is one US dollar payable in cash.
(ii) Purchaser will assume the following debts of the Seller:
a). $20,000 to cover all the current debts of the seller relating to
certain licensing agreements and services rendered on behalf of
the company in regards to the said "Assets".
(iii) Purchaser will enter into an employment agreement with Mr. Bartola
Pacetti on a mutually satisfactory terms to both parties.
Title to Assets
----------------
On the day of closing, the Seller will be the owner of the aforesaid Assets
and shall have full right and authority to convey substantially "Assets"
and such "Assets" 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 "Assets" or any interest in
or to any such "Assets" other than the Seller. Upon surrender of the "Assets" to
Purchaser for the consideration set forth herein, the Purchaser shall be deemed
to have obtained good and merchantable title to said "Assets".
Closing
-------
Closing shall take place on or before July 15, 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 "Assets", and all fees and expenses incurred by the
Purchaser in connection with the proposed purchase of the "Assets" 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. Triad Microsystems, Inc.
/s/ Anthony C. Dike /s/ Bartola J. Pacetti
-------------------------- ---------------------------------
Anthony C. Dike, MD Bartola J. Pacetti
Chairman/CEO President/CEO
3
<PAGE>
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. Asset Purchase Agreement
WHEREAS, it has been deemed in the best interests of this corporation to
purchase substantially all the Intellectual properties rights (Assets)
associated with Triad's "MedLinQ" application services provider (ASP) solution
for healthcare management, from Triad Microsystems, Inc. ("Seller") a Virginia
Corporation, pursuant to a Asset 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 substantially all the Intellectual
properties rights (Assets) associated with Triad's "MedLinQ" application
services provider (ASP) solution for healthcare management, belonging to Triad
Microsystems, Inc. a Virginia Corporation.(ii) In consideration for the sale,
conveyance, assignment, transfer, and delivery of the Acquired Asset, this
corporation will pay the sum of one US dollar in cash, enter into an employment
agreement with Mr. Bartola Pacetti, assumed all certain debts not to exceed
$20,000 owed by the Seller as defined in the Asset 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 June 21, 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
4
<PAGE>
Exhibit C
WRITTEN CONSENT
OF THE DIRECTORS OF
MERIDIAN HEALTH SYSTEMS, INC.
a Delaware Corporation
Pursuant to the authority of Chapter 9 of Title 13.1 of the Corporate
Code of Virginia, the undersigned, being the Sole Director of Triad
Microsystems, Inc., a Virginia corporation, does hereby adopt the following
recitals and resolutions:
1. Asset Purchase Agreement
WHEREAS, it has been deemed in the best interests of this corporation to
purchase substantially all the Intellectual properties rights (Assets)
associated with Triad's "MedLinQ" application services provider (ASP) solution
for healthcare management, from Triad Microsystems, Inc. ("Seller") a Virginia
Corporation, pursuant to a Asset 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 substantially all the Intellectual
properties rights (Assets) associated with Triad's "MedLinQ" application
services provider (ASP) solution for healthcare management, belonging to Triad
Microsystems, Inc. a Virginia Corporation.(ii) In consideration for the sale,
conveyance, assignment, transfer, and delivery of the Acquired Asset, this
corporation will pay the sum of one US dollar in cash, enter into an employment
agreement with Mr. Bartola Pacetti, assumed all certain debts not to exceed
$20,000 owed by the Seller as defined in the Asset 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 June 21, 2000
/s/ Bartola Pacetti
---------------------------------------
Bartola Pacetti
President and Chief Executive Officer
5
<PAGE>
EXHIBIT D
Meridian Holdings, Inc.
900 Wilshire Blvd. #500
Los Angeles, CA. 90017
Tel: 213-627-8878
Fax: 213-627-9183
June 21, 2000
Bartola J. Pacetti
Chairman and CEO
Triad Microsystems, Inc.
809 West Broad Street #514
Falls Church, VA 22046
RE: Term Sheet for Asset Purchase Agreement
Dear Mr. Pacetti:
This letter sets forth Meridian Holdings', Inc., agreement to purchase
the intellectual rights (assets) associated with Triad Microsystems, Inc.
Virginia, "MedLinQ" Application Service Provider (ASP) solution.
The Assets to be acquired includes:
Buyer will acquire substantially all of the assets listed below:
1). The concept, which the Corporation intends to exploit, including
all intellectual rights owned by Triad and/or Bartola J. Pacetti("Pacetti")
This includes:
a). VPN approach to privacy using frames technology
b). Multi-media use of in-line compression
c). Satellite use in remote areas
d). Cost containment of bandwidth in network control
e). Electronic signatory integrated in FDA-510(k)
non repudiation
2). Contract performance:
a). Department of Defense, Health Affairs (2 contracts) -- Test concept,
"BETA" Test Report to Department of Defense.
b). Denver General, Tele-medicine -- Test Tele-health
3). Products:
a). Design of: Electronic Clinic using "COTS" products
b). Design of: Remote diagnostic station using thin
client Web enabled solution
c). Design of: World-wide medical network.
4. a. Provide and support the marketing pipe line
Targets Customer relationships
b. Support proposal and marketing activity
5. Vendor relationships
a. Proposal and white papers in pipe line
b. Relationship and contact with current technology
c. Draft business plan
d. Market research
e. Communication Model
f. Proposal including;
Department of Defense,
VA, Red Cross,
FDA
Qwest
6. Integrated world class team and relationship including:
Litton/PRC, Team Member (GCPR) TRW/BDM, CSC
7. Strategic partner (Government Integrator)
CSC
SAIC
Siemens, Strategic partner (Medical Devices)
8. Strategic partner (Government Integrator)
EDS, Strategic partner (Government Integrator)
AT&T, Team Member (Satellite, Intelsat)
Impact (Compression/Viewer)
Cisco Systems (Customer Relationship)
Cabletron (Layer 4 Smart Switch Router, Spectrum
Network Control, and Concord Health)
3M Health Care (CHCS II)
IBM Health (IVAS, Customer Relationship and Premier Partnership
Marketing Program)
9. TRIAD will transfer to Meridian Holdings, Inc the enabling technology
required for certified (HIPAA and FDA) patient electronic record, an
exclusive concept license to SnareMed for 510(k) certified local area and
wide area network applications and a non-exclusive license to SnareMed for
all other applications. Meridian Holdings, Inc. will pay for
associated cost of this transfer.
10. Assistance in the determination of which network components
require 510(k) approval as a "medical device" for the general perception of
the overall 510(k) certification, assistance in the management of the
510(k) certification process,
11. TRIAD will transfer the reseller agreement (in-process) from
Qwest Communications, Inc. to Meridian Holdings, Inc.
12. TRIAD will transfer the SnareTools called SnareMed from VASCO
Corporation of Boston MA, which enables the integration of SnareMed
technology into third party software programs. Meridian Holdings, Inc.
will pay for associated cost of this transfer.
This transfer will occur within ten (10) business days from the date of
certification.
Purchase price
In consideration for the said acquisition, Meridian Holding will pay to
Mr. Pacetti, a total sum of $1 in cash, an employment agreement that is
Mutually satisfactory to both parties, and transfer $20,000 to cover
current debts owed by the company for this technology and products.
(MedLinQ)
Monies will be transferred to Triad Microsystems Inc, Virginia,
The Business Bank, account number XXXX XXXX XXXXX
Mr. Pacetti will be employed as the Executive Vice President Business
Development, Sales and Marketing of CGI Communications, Inc. a subsidiary.
Representations and Warranties
At a minimum, Seller will warrant the following;
The existence of such the transferability of such licenses, and stipulated
In the original licensing agreement, in concert to the MedLinQ solutions.
Definitive Agreements
Buyer and Seller agree to promptly commence negotiations to reach a
comprehensive definitive agreement on or before the 15th of July 2000.
Inspection
Seller will provide buyer with complete access to the assets and any records
or books regarding same.
Exclusive negotiation
Seller will not directly or indirectly solicit or entertain offers, negotiate
or consider any proposals relating to the acquisition of the above assets for
a period of 15 days from the date of execution of this document
Covenant not to compete
Seller will agree to a restrictive covenant pertaining to competing with the
operations of Buyer subsequent to the proposed purchase.
If you concur that this letter of intent accurately reflects our
understanding of the transaction, and serves as good faith intent to move
forward to negotiate definitive agreements, please indicate your acceptance
by signing in the space indicated below. Thank you.
Sincerely,
/s/ Anthony C. Dike
____________________
Anthony C. Dike, M.D.
Chairman and CEO
Agreed:
/s/ Bartola J. Pacetti
______________________
Bartola J. Pacetti
_______________________
Date
7
<PAGE>
Exhibit E
FORM OF PRESS RELEASE
FOR IMMEDIATE RELEASE: Thursday, June 22, 2000
CONTACT: Anthony C. Dike, Chairman/CEO Madeleine Franco
Meridian Holdings, Inc. Jordan Richard Assoc.
213-627-8878 801-268-8610
www.meho.com [email protected]
MERIDIAN HOLDINGS, INC. ANNOUNCES ACQUISITION
OF ASSETS OF TRIAD MICROSYSTEMS, INC.
LOS ANGELES, CALIF.-Anthony C. Dike, Chairman and CEO of Meridian Holdings, Inc.
(OTC Bulletin Board: MEHO), announced today that the company has reached an
agreement with Triad Microsystems, Inc. (Falls Church, Va.; "Triad"), a
privately held corporation, for purchase by Meridian of all of the
intellectual property rights (assets) associated with Triad's "MedLinQ"
application service provider (ASP) solution for health care management. Present
management of Triad will be retained to assist in the integration of the Triad
technology. Bartola J. Pacetti, Triad's chairman and chief executive officer, a
25-year veteran of the federal government and IT marketplace, has been named as
executive vice president, business development sales and marketing of Meridian
subsidiary CGI Communications. Additional terms of the transaction, which is
expected to close on or before July 15, were not disclosed.
Triad specializes in the development of health care informatics in medical
networks and the delivery of medical content that is compliant with federal
regulations, and clinical and medical requirements. It has a key position as
prime contractor in contract management, software and technology. Triad/MedLinQ
holds the intellectual rights to the architectural concept, the advancement in
medical record verification, VPN (virtual private network) implementation using
the Frames technology, encryption and the application of image miniaturization
technology. Several of its technologies and hardware components are targeted for
FDA approval for use in diagnostic and clinical applications, in addition to
medical record processing.
The Triad/MedLinQ network is designed to enable the transference of medical
documents or content on a global basis using the existing infrastructure,
including multimedia and satellite transmission, on a non-intrusive basis. Over
fifty hospitals, including George Washington, Maryland Shock Trauma and the
University Hospital System, are currently deploying the system. Triad/MedLinQ is
in "beta" testing with the U.S. Department of Defense and has contracts for
telemedicine and tele-health with Denver General Hospital. The company has
strategic alliances with a number of major commercial and government
contractors, including Litton, TRW, IBM, Cisco Systems, SAIC and Siemens, to
name a few.
"We are enthusiastic about the technology and talent represented in this
acquisition, which complements the Meridian family of companies. We look forward
to working with Bart Pacetti in exploring additional business opportunities in
the health care and telemedicine sectors," said Dike.
About Meridian Holdings, Inc.
Meridian Holdings, Inc. is an acquisition-oriented business enterprise focused
on building, operating and managing a portfolio of business-to-business
companies. Meridian seeks to acquire majority or controlling interests in
companies engaged in e-commerce, e-communication, 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
------------
NOTE: Statements in this news 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 Act of 1934 and are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and any amendments thereto. Material that is forward-looking
may contain statements about expected future events and/or financial results
that are forward-looking in nature. Editors and investors are cautioned that
such forward-looking statements invoke risk and uncertainties that may cause the
companys results to differ from such forward-looking statements. These
include, but are not limited to, economic, competitive, governmental,
technological and other factors discussed in the statements and/or in the
company=s filings with the Securities and Exchange Commission.
# # #
<PAGE>
