UNITED STATES
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) December 17, 2001
Commission File Number 001-10304
AMEXDRUG CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 95-2251025
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
396 South Doheny Drive, Suite 326
Beverly Hills, California 90211
(Address of principal executive offices)
(Zip Code)
(310) 855-0475
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(Registrant's Executive Office Telephone Number)
ITEM 5. OTHER INFORMATION
On December 12, 2001, Amexdrug Corporation, a California corporation,
("Amex CA") entered into a certain Merger Agreement with Amexdrug Corporation, a
Nevada corporation, ("Amex NV") for the sole purpose of changing the domicile of
Amex CA from California to Nevada. Amex NV is the surviving corporation and the
separate corporate existence of Amex CA ceased. Pursuant to the Nevada Revised
Statutes and the California Corporations Code, the merger became effective on
December 17, 2001- the date the Certificate of Merger was filed with the
Secretary of State of the State of Nevada. Amex NV was incorporated in the State
of Nevada on December 4, 2001, for the sole purpose of allowing Amex CA to
redomicile to Nevada.
In accordance with certain provisions of the California Corporations
Code which allow for such, the merger was approved by the Board of Directors of
Amex CA, without shareholder approval. In accordance with the Nevada Revised
Statutes, the merger was approved by the Board of Directors and the sole
shareholder of Amex NV.
Each holder of an outstanding certificate or certificates theretofore
representing shares of Amex CA common stock may, but shall not be required to,
surrender the same to Amex NV for cancellation and exchange or transfer, and
each such holder or transferee thereof will be entitled to receive a certificate
or certificates representing the same number of shares of Amex NV common stock
as the number of shares of Amex CA common stock previously represented by the
stock certificate or certificates surrendered. Until so surrendered for
cancellation and exchange or transfer, each outstanding certificate which, prior
to December 17, 2001, represented shares of Amex CA common stock shall be deemed
and treated for all corporate purposes to represent the ownership of the same
number of the shares of Amex NV as though such surrender for cancellation and
exchange or transfer thereof had taken place. The stock transfer books for Amex
CA common stock shall be deemed to be closed as of December 17, 2001, and no
transfer of shares of Amex CA common stock outstanding immediately prior to
December 17, 2001, shall thereafter be made on such books. After December 17,
2001, the holders of certificates representing Amex CA outstanding immediately
before December 17, 2001 shall cease to have any rights with respect to stock of
the Amex CA and their sole rights shall be with respect to the Amex NV common
stock into which their shares of Amex CA common stock may have been converted in
the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
Exhibits. The following exhibits are included as part of this report:
Exhibit SEC
Number Ref. Title of Document Location
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10.01 10 Agreement and Plan of Merger Attached
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
AMEXDRUG CORPORATION
Date: December 21, 2001 By /s/ Jack Amin
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Jack Amin, President, Chief Financial Officer
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