Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
Amendment Number 1
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 30, 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 Not Applicable
ITEM 3. Bankruptcy or Receivership Not Applicable
ITEM 4. Changes in Registrant's Certifying Accountant Not Applicable
ITEM 5. Other Materially Important Events
On September 30, 2002, the Board of Directors of the registrant by way
of written Consent voted to adopt the Audit Committee Charter.
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 - Audit Committee Charter adopted by the Board of Directors
of the registrant.
Exhibit 99.2 - Written Consent of the Board of Directors of the
Registrant approving the Audit Committee Charter.
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: September 30, 2002 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
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EXHIBIT 99.1
AUDIT COMMITTEE CHARTER
Function of the Audit Committee
The Audit Committee is appointed by the Board of Directors to assist the Board
in fulfilling its oversight responsibilities relating to:
the integrity of the financial statements of the corporation;
the Corporation's system of internal controls; and the independence and
performance of the Corporation's internal and outside auditors.
The function of the Audit Committee is oversight. The management of the
Corporation is responsible for the preparation, presentation and integrity of
the Corporation's financial statements, and is responsible for maintaining
appropriate accounting and financial reporting principles and policies and
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The internal auditing department
examines and evaluates the adequacy and effectiveness of the Corporation's
system of internal controls. The outside auditor is responsible for planning and
carrying out a proper audit and reviews in accordance with generally accepted
auditing standards.
The Audit Committee has the powers and responsibilities set forth in this
Charter, but not the duty to plan or conduct audits or to determine that the
Corporation's financial statements are complete and accurate and are in
accordance with generally accepted accounting principles. While the Audit
Committee provides an avenue for communication among the internal auditing
department, the outside auditors, and management and the Board of Directors, it
is not the responsibility of the Audit Committee to conduct investigations, to
resolve disputes, if any, between management and the outside auditor or to
assure compliance with laws.
Composition and Meetings of the Audit Committee
The Audit Committee will consist of at least one board member. Each member of
the Audit Committee must be independent of management and free from any
relationship with the Corporation that would interfere with the exercise of
independent judgment as an Audit Committee member. In determining independence,
the Board will observe the requirements of the NASD. Each member of the Audit
Committee must be "financially literate" or must become "financially literate"
within a reasonable period of time after appointment to the Audit Committee. The
Board will determine, in its business judgment, whether a director meets the
financial literacy requirement.
At least one member of the Audit Committee must have "accounting or related
financial management expertise", as determined by the Board in its business
judgment. In addition to such meetings of the Audit Committee as may be required
to discuss the matters set forth in this Charter, the Audit Committee shall meet
separately at least annually with management, the director of the internal
auditing department, the outside auditors, and as a Committee to discuss any
matters that the Audit Committee or any of these persons or firms believe should
be discussed privately. In addition, the Audit Committee shall communicate with
senior financial management and the outside auditors quarterly to review the
Corporation's interim unaudited financial statements and significant findings,
if any, based upon the auditors' limited review procedures.
Outside Auditor
The outside auditor for the Corporation is ultimately accountable to the Board
and the Audit Committee. The Audit Committee and the Board have the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the outside auditor. Alternatively, the Audit Committee and the Board may
nominate the outside auditor to be proposed for shareowner approval or appoint
such auditor subject to ratification by shareowners.
Powers and Responsibilities of the Audit Committee
The Audit Committee will:
Review and Recommend Outside Auditors. Review the performance of the
outside auditors and recommend to the Board annually, and at other appropriate
times, the firm to be retained as the Corporation's outside auditors
Review Independence of Outside Auditors. In connection with recommending the
firm to be retained as the Corporation's outside auditors, review the
information provided by management and the outside auditors relating to the
independence of such firm, including, among other things, information related to
the non-audit services provided and expected to be provided by the outside
auditors. The Audit Committee is responsible for:
(i) ensuring that the outside auditor submits on a periodic basis, and at
least annually, to the Audit Committee a formal written statement delineating
all relationships between the auditor and the Corporation consistent with
Independence Standards Board Standard No. 1,
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(ii) actively engaging in dialogue with the outside auditor with respect to
any disclosed relationship or services that may impact the objectivity and
independence of the outside auditor and
(iii) recommending that the Board take appropriate action in response to the
outside auditors' report to satisfy itself of the outside auditors'
independence.
Review Compensation of Outside Auditors. Review the fees paid to the outside
auditors for audit and non-audit services.
Review Audit Plan. Review with the outside auditors their plans for, and
the scope of, their annual audit and other examinations.
Review Annual Financial Statements and Audit Results. Review with appropriate
officers of the Corporation and the outside auditors the annual audited
financial statements to be included in the Corporation's Annual Report on Form
10-K and Annual Report to Shareowners. Review with the outside auditors the
report of their annual audit, including matters required to be discussed by
Statement on Auditing Standards No. 61, as may be modified or supplemented,
relating to the conduct of the audit and the quality and appropriateness of the
Corporation's accounting principles as applied in its financial reporting, and
the accompanying management letter, if any, and including whether any
restrictions have been placed on the scope of their activities or if there has
been any lack of adequate response to their recommendations. Based upon these
discussions and reviews, and on its assessment of the independence of the
outside auditor, the Audit Committee will advise the Board of Directors whether
it recommends that the audited financial statements be included in the Annual
Report on Form 10-K and Annual Report to Shareowners.
Review Quarterly Financial Statements. Review, prior to the Corporation's public
release of quarterly earnings, with appropriate officers of the Corporation and
the outside auditors the quarterly financial statements to be included in the
Corporation's Quarterly Reports on Form 10-Q, and discuss with the outside
auditors their reviews of the Corporation's quarterly financial statements
conducted in accordance with Statement on Auditing Standards No. 71, and the
matters, if any, required to be discussed by Statement on Auditing Standards No.
61, as may be modified or supplemented.
Review Appointment of Director of Internal Auditing. Review the appointment and
replacement of the director of the internal auditing department.
Review Internal Audit Plans. Review with the director of the internal auditing
department and appropriate members of the staff of the internal auditing
department the plans for and the scope of their ongoing audit activities.
Review Internal Audit Reports. Review with the director of the internal auditing
department and appropriate members of the staff of the internal auditing
department the periodic reports of the audit activities, examinations and
results thereof of the internal auditing department.
Review Systems of Internal Accounting Controls. Review with the outside
auditors, the director of the internal auditing department, the Chief Financial
Officer and the Controller and, if and to the extent deemed appropriate by the
Chairman of the Audit Committee, members of their respective staffs, the
adequacy of the Corporation's internal accounting controls and of the
Corporation's financial, auditing and accounting organizations and personnel.
Review Legal Matters. On a periodic basis, and at least annually, review
with the Corporation's General Counsel any legal matters that could have a
material impact on the financial statements.
Securities Exchange Act Section 10A. Obtain from the outside auditor assurance
that it will inform the Corporation's management concerning any information
indicating that an illegal act has or may have occurred that could have a
material effect on the Corporation's financial statements, and assure that such
information has been conveyed to the Audit Committee.
Review Corporate Compliance Program. Review on a periodic basis, and at least
annually, management's monitoring of the Corporation's Corporate Compliance
Program.
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EXHIBIT 99.2
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 The Audit Committee Charter
WHEREAS, it has been presented to the board of directors, a draft copy of
the proposed Audit Committee Charter for review and approval.
WHEREAS, it is deemed advisable and in the best interest of this corporation and
its shareholders that the Audit Committee Charter be approved as
presented.
NOW THEREFORE BE IT RESOLVED, that the Audit Committee Charter Document, 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 September 30 2002.
/s/ Anthony C. Dike
______________________________________
Anthony C. Dike, M.D., Chairman/CEO/Director
/s/ Russ Lyon
_____________________________________
Russ Lyon, President/CTO/Director
/s/ Randall Maxey, M.D.
_____________________________________
Randall Maxey, Director
/s/ Jude Uwaezuoke
____________________________________
Jude Uwaezuoke, Director
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