Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 25, 2002
Commission File Number: 333-57780
INTERCARE.COM-DX, INC.
(Exact name of registrants specified in its charter)
California 95-4304537
(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 1. Changes in Control of Registrant Not Applicable
ITEM 2. Acquisition or Disposition of Assets
On May 25, 2002 the registrant entered into a written agreement to
sell its' Intellectual property rights which consists of
the entire computer program code, including the source code and the
prototype software commonly known as ICE(tm) to Meridian Holdings,
Inc.
On June 14, 2002, the board of directors of the Registrant by way of
written consent approved the asset purchase.
ITEM 3. Bankruptcy or Receivership Not Applicable
ITEM 4. Changes in Registrant's Certifying Accountant Not Applicable
ITEM 5. Other Materially Important Events Not Applicable
ITEM 6. Resignation of Registrant's Directors Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(None)
(b) EXHIBITS.
EXHIBIT ITEM. DESCRIPTION
- ------------ -------------
Exhibit 99.1 - Asset Purchase Agreement between the Registrant,
and Meridian Holdings, Inc.
Exhibit 99.2 - Bill of Sale between the Registrant
and Meridian Holdings, Inc.
Exhibit 99.3 - Written Consent of the Board of Directors of the
Registrant and InterCare.com-Dx, Inc., approving the asset
purchase.
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.
InterCare.com-Dx, Inc.
(Registrant)
Date: June 27, 2002 By:/s/ Russ A Lyon
-------------------------
Russ A Lyon
(President/CTO)
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EXHIBIT 99.1
ASSET PURCHASE AGREEMENT
by:
MERIDIAN HOLDINGS, INC.
a Colorado corporation;
and
INTERCARE.COM-DX, INC.
A California Corporation
---------------------------
Dated as of May 25th, 2002
TABLE OF CONTENTS Page Number
SECTION 1. Purchase and Sale of Asset....................................1
SECTION 2. Purchase Price........................... ....................1
SECTION 3. Closing.......................... ............................1
SECTION 4. Delivery at Closing..................... .....................1
SECTION 5. Representations and Warranties of Seller......................2
SECTION 6. Representations and Warranties of Buyer............ ..........3
SECTION 7. Conditions Precedent to the Obligation of the Buyer...........3
SECTION 8. Conditions Precedent to the Obligation of the Seller..........3
SECTION 9. Further Assurances............... ........... ...............4
SECTION 10. Survival of Representations and Warranties....................4
SECTION 11. Indemnification...............................................4
SECTION 12. General Provisions............................................5
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ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") is made and entered into
as of this 25th day of May, 2002, by and between Meridian Holdings, Inc.,
a Colorado corporation, hereinafter referred to as "Buyer", and
InterCare.com-dx, Inc, a California Corporation, hereinafter referred
to as "Seller".
RECITALS
WHEREAS, Seller owns the physical and intangible assets described in
Exhibit B to this Agreement, (hereinafter the Acquired Assets); and
WHEREAS, Seller desires to sell and Buyer desires to purchase the asset of
Seller on the terms and subject to the conditions set forth in this Agreement.
WHEREAS, Seller is a publicly Non-trading and full-reporting company with a
current Form 10QSB filing with the Securities Exchange Commission.
WHEREAS, Buyer is a publicly trading and full-reporting company with a
current Form 10QSB filing with the Securities Exchange Commission.
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and the mutual covenants,
conditions, representations and warranties hereinafter set forth, the parties
agree as follows:
1. PURCHASE AND SALE OF ASSETS. On the terms and subject to the conditions
set forth in this Agreement, Seller agrees to sell, convey, assign, transfer
and deliver to Buyer and Buyer agrees to purchase from Seller, at the closing
date of May 25th, 2002 all of the assets pertaining to the Acquired Assets
including the following: The Intellectual property of the Seller which includes
the proto-type and source code of the software product commonly known as ICE.
2. PURCHASE PRICE. As consideration for the sale, conveyance, assignment,
transfer, and delivery of the Acquired Assets, the Buyer agrees on the
Closing Date to pay to the Seller as follows: $XXXXXXXX, which is to be made
by way of debt reduction for the consideration.
3. CLOSING. The closing shall take place on the Closing Date of May 25th,
2002 at the offices of Meridian Holdings, Inc., 900 Wilshire Blvd.,
Suite 500, Los Angeles, California, at 1 P.M. local time or such other time
and place as the parties may agree upon in writing.
4. DELIVERIES AT CLOSING. At the closing on the Closing Date:
(a) Seller shall deliver to Buyer such bills of sale, deeds,
assignments and other instruments of sale, conveyance, assignment and transfer
as are sufficient in the opinion of Buyer and its counsel to vest in Buyer and
its successors or assigns the absolute, legal and equitable title to all of the
Acquired Assets.
(b) Buyer shall deliver to Seller a letter indicating that the debt owed by the
seller to the Buyer has been reduced in the amount of $XXXXXXX.
5. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby represents and warrants to Buyer that:
(a) Seller, doing business as InterCare.com-Dx, Inc., has the requisite
power
and authority to own and operate its assets, properties and business and to
carry
on its business as now conducted.
(b) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized and approved
by the requisite authority of Seller, and, when executed by the authorized
representative of the Seller, this Agreement will constitute a legal, valid
and binding agreement of Seller.
(c) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby will not result in a breach of the
terms and conditions of, or result in a loss of rights under, or result in the
creation of any lien, charge or encumbrance upon, any of the Acquired Assets
pursuant to (i) Seller's articles of incorporation or bylaws, (ii) any
franchise, mortgage, deed of trust, lease, license, permit, agreement,
instrument or undertaking to which Seller is a party or by which it or any of
its properties are bound, or (iii) any statute, rule, regulation, order,
judgement, award or decree.
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(d) Seller has good and marketable title to all of its assets and
properties, including, without limitation, the assets related to the
Acquired Assets.
(g) To the best of Seller's knowledge, Seller has all licenses and
permits (federal, state and local) necessary to conduct its business and such
licenses and permits are in full force and effect. No violations are or
have been recorded in respect of such licenses or permits and no proceeding
is pending or threatened which could result in the revocation or limitation
of any of such licenses or permits.
(h) No consent is necessary to effect the transfer to Buyer of any of
the Acquired Assets and, upon the consummation of the transactions contemplated
hereby, Buyer will be entitled to use the Acquired Assets to the full extent
that Seller used the same immediately prior to the transfer of the Acquired
Assets.
(i) Neither this Agreement nor any Exhibit hereto delivered by Seller
pursuant to this Agreement contains an untrue statement of a material fact
or omits to state a fact that is necessary in order to make the statements
contained herein and therein, in light of the circumstances under which they
are made, not materially misleading.
(j) Seller warrants that no product liability claims have been made
against the company and agrees to indemnify buyer for any claims made for
product purchased prior to the closing date.
(k) Seller warrants that the worldwide rights are being transferred herein.
7. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and
warrants to Seller that:
(a) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Colorado. Seller has the
requisite power and authority to own and operate its assets, properties and
business and to carry on its obligations hereunder. Buyer is authorized to
issue 100,000,000 shares of common stock with a par value of $.001.
(b) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized and approved
by the board of directors of Buyer, and, when executed by the authorized
representative of the Buyer, this Agreement will constitute a legal, valid
and binding agreement of Buyer.
(c) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby will not violate the Certificate of
Incorporation or the bylaws of Buyer or any agreement, contract or other
instrument to which Buyer is a party, or any statute, rule, regulation,
order, judgment, award or decree.
(d) Neither this Agreement, nor any Exhibit to this Agreement, nor any
written statement or certificate or certificate furnished by Buyer in
connection with this Agreement, contains an untrue statement of a material
fact or omits to state a fact that is necessary in order to make the
statements contained herein and therein, in light of the circumstances under
which they are made, not materially misleading.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. All obligations of
Buyer under this Agreement are, at its option, subject to fulfillment of
each of the following conditions prior to or at the closing:
(a) All representations and warranties of Seller made in this Agreement
or in any Exhibit hereto delivered by Seller shall be true and correct as of
the Closing Date with the same force and effect as if made on and as of that
date.
(b) Seller shall have performed and complied with all agreements,
covenants and conditions required by this Agreement to be performed or
complied with by Seller prior to or at the Closing Date.
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER. All obligations of
Seller under this Agreement are, at its option, subject to fulfillment of
each of the following conditions prior to or at the closing:
(a) All representations and warranties of Buyer made in this Agreement
or in any Exhibit hereto delivered by Buyer shall be true and correct on and
as of the Closing Date with the same force and effect as if made on and as
of that date.
(b) Buyer shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by
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Buyer prior to or at the Closing Date.
10. FURTHER ASSURANCES.
Following the closing, Seller agrees to take such actions and execute,
acknowledge and deliver to Buyer such further instruments of assignment,
conveyance and transfer and take any other action as Buyer may reasonably
request in order to more effectively convey, sell, transfer and assign to
Buyer any of the Acquired Assets, to confirm the title of Buyer thereto,
and to assist Buyer in exercising rights with respect to the Acquired
Assets.
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
All representations and warranties made by each of the parties hereto shall
survive the closing for a period of three years after the Closing Date.
12. INDEMNIFICATION.
(a) Seller agrees to indemnify, defend and hold harmless Buyer against
any and all claims, demands, losses, costs, expenses, obligations, liabilities
and damages, including interest, penalties, and reasonable attorney's fees,
incurred by Buyer arising, resulting from, or relating to any breach of, or
failure by Seller to perform, any of its representations, warranties,
covenants or agreements in this Agreement or in any Exhibit or other
document furnished or to be furnished by Seller under this Agreement.
(b) Buyer agrees to indemnify, defend and hold harmless Seller against
any and all claims, demands, losses, costs, expenses, obligations, liabilities
and damages, including interest, penalties, and reasonable attorney's fees,
incurred by Seller arising, resulting from, or relating to any breach of,
or failure by Buyer to perform, any of its representations, warranties,
covenants or agreements in this Agreement or in any Exhibit or other
document furnished or to be furnished by Buyer under this Agreement, or
reason of any act or ommision of Buyer or any of its successors or assigns
after the Closing Date that constitutes a breach or default under, or a
failure to perform, any obligation, duty, or liability of Seller under any
contract, lease, license or other agreement to which it is a party or by
which it is bound at the Closing Date, but only to the extent to which Buyer
expressly assumes these obligations, duties and liabilities under this
Agreement.
14. GENERAL PROVISIONS.
14.1 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
14.2 Notices. All notices, requests, demands and other communications
contemplated under this Agreement shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
express, certified or registered mail, postage prepaid, addressed to the
following parties, their successors in interest, or their permitted assignees
at the following addresses, or at such other addresses as the parties may
designate by written notice in the manner aforesaid:
If to Meridian Holdings, Inc. (Buyer)
Anthony C. Dike, MD
Chairman & CEO
Meridian Holdings, Inc.
900 Wilshire Blvd., Suite 500
Los Angeles, California 90017
If to Seller, then:
Russ Lyon, MA
President and CTO
InterCare.com-dx, Inc.
900 Wilshire Blvd., Suite 500
Los Angeles, California 90017
with copies to
Randolf W. Katz, Esq
Bryan Cave, LLP
14.3 Assignment. This Agreement shall not be assignable by any party without
the prior written consent of the other parties. Nothing contained in this
Agreement, express or implied, is intended to confer upon any person or entity
other than the parties to this Agreement and their successors and assignees,
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any rights or remedies under this Agreement unless expressly so stated to the
contrary.
14.4 Remedies. Except as otherwise expressly provided herein, none of the
remedies set forth in this Agreement is intended to be exclusive, and each
party shall have all other remedies now or hereafter existing at law, in
equity, by statute or otherwise. The election of any one or more remedies
shall not constitute a waiver of the right to pursue other available remedies.
14.5 Arbitration. Any controversy or claim relating to this Agreement
(other than a request for injunctive relief), including any controversy or
claim as to the arbitrability of any controversy or claim and any claim
for rescission, shall be settled by arbitration in the city of Los Angeles,
State of California, in accordance with the then rules of the American
Arbitration Association, and judgment upon an award rendered in such
arbitration may be entered in any court having jurisdiction of the matter.
14.6 Attorneys Fees and Litigation Costs. If any arbitration proceeding
or other legal action is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Agreement, the prevailing
party shall be entitled to recover its reasonable attorneys' fees and other
costs incurred in such arbitration proceeding or other legal action, in
addition to any other relief to which is maybe entitled.
14.7 Entire Agreement. This Agreement and the exhibits and other documents
specifically referred to herein or required to be delivered pursuant to the
terms of this Agreement represent the entire agreement of the parties hereto
with respect to the subject matter hereof, and supersede all prior agreements,
understanding, discussions, negotiations and commitments of any kind. This
Agreement may not be amended or supplemented, nor may any rights hereunder be
waived, except in writing signed by each of the parties affected thereby.
14.8 Section Headings. The section headings in this Agreement are included for
convenience only, are not a part of this Agreement and shall not be used in
construing it.
14.9 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above mentioned.
BUYER: Meridian Holdings, Inc.
SELLER: InterCare.com-dx, Inc.
EXHIBIT 99.2
BILL OF SALES
KNOW ALL MEN BY THESE PRESENTS, that InterCare.com-dx, Inc., of 500 Wilshire
Blvd., Los Angeles, the State of California, in consideration of $XXXXXXX
and other just and valuable consideration paid to us by Meridian Holdings,
Inc. (A State of Colorado Corporation) of 900 Wilshire Blvd., Suite 500,
Los Angeles, the State of California receipt of which is hereby acknowledged,
have granted, bargained, sold, conveyed, transferred, and delivered and by these
presents do bargain, sell, grant, convey, transfer, and deliver until said the
State of California the following goods and chattels:
Intellectual property rights, including the Source Code and prototype software
commonly known as ICE(tm).
To have and to hold the same until Meridian Holdings, Inc., its' executors,
administrators, and assigns forever;
InterCare.com-dx, Its' executors, administrators and assigns warrant and
represent to Meridian Holdings, Inc., that the title conveyed is good, its
transfer is appropriate and rightful, and the equipment or property described
hereunder shall be delivered free of any security, lien or encumbrance thereon.
EXECUTED this 25th day of May, 2002, at Los Angeles, in the State of
California.
/s/ Russ Lyon
________________________
Russ Lyon, MA
For: InterCare.com-Dx, Inc.
/s/Anthony C. Dike, MD
________________________
Anthony C. Dike, MD
For: Meridian Holdings, Inc.
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Exhibit 99.3
WRITTEN CONSENT
OF THE BOARD OF DIRECTOR OF
INTERCARE.COM-DX, INC.
----------------------
a California corporation
Pursuant to the authority of California Corporation Code ,
the undersigned, being the Board of Directors of Intercare.com-dx,
Inc., a California corporation, does hereby adopt and consent to the
following recitals and resolution:
Approval of Intellectual Property Sell
WHEREAS, it has been presented to the members of the board of
directors, a draft copy of the proposed Asset Purchase Agreement between and by
this Corporation and InterCare.com-Dx, Inc., an affiliated Company for review
and approval.
WHEREAS, it is deemed advisable and in the best interest of this corporation and
its shareholders that the agreement be approved without further
modifications.
NOW THEREFORE BE IT RESOLVED, that the Asset Purchase Agreement attached as
Exhibt A, be and hereby are, approved and without further modification;
RESOLVED FURTHER, 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 resolution.
This Written Consent shall be filed in the minute book of this corporation
and shall become part of the records of this corporation.
Dated as of June 14 __, 2002.
/s/ Anthony C. Dike, MD
_____________________________________
Anthony C. Dike, MD, Chairman/CEO
/s/ Russ A. Lyon
_____________________________________
Russ A. Lyon
President and CTO, Director
/s/ Philip Falese
____________________________________
Philip Falese, Director
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