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 11, 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 December 11, 2002, the Board of Directors of the registrant by way
of unanimous written Consent voted to approve the following Corporate
resolutions:
1. Approval of the appointment of Dr. Wesley Bradford as the fifth
member of the board of Directors of the Registrant.
2. Approval of the Proxy Statement for 2002 annual shareholder
meeting.
3. Approval of the appointment of Mr. Jude Uwaezuoke as the chairman
of the audit Committee of this Corporation.
ITEM 6. Resignation of Registrant's Directors Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(None)
(b) EXHIBITS.
ITEM 8: Change in Fiscal year Not Applicable
ITEM 9: Regulation FD Disclosure Not Applicable
EXHIBIT ITEM. DESCRIPTION
- ------------ -------------
Exhibit 99.1 Written Consent of the Board of Directors approving the
corporate resolutions.
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: December 11, 2002 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
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EXHIBIT 99.1
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 members of the Board of Directors of InterCare.com-DX, Inc., a California
corporation, does hereby adopt and consent to the following recitals and
resolution:
1. Approval of the appointment of Dr. Wesley Bradford as the fifth member of
the board of Directors of the Registrant.
2. Approval of the Proxy Statement for 2002 annual shareholder meeting.
3. Approval of the appointment of Mr. Jude Uwaezuoke as the Chairman of the
Audit Committee of this Corporation.
Item 1 :
Approval of the appointment of Dr. Wesley Bradford as the fifth member of the
board of directors of the registrant.
WHEREAS, it has been presented to the board of directors, a proposal
to approve the appointment of Dr. Wesley Bradford as the fifth member of
the Board Directors. Dr Bradford consented to this appoint prior to the
vote, and his resume was presented to the board of directors for comments,
as well as the due diligence evaluation. Having met all the necessary
criteria established in the corporate bye-laws, the board of directors
voted unanimously to approve the appointment of Dr. Wesley Bradford as the
fifth member of the board of Directors of the Registrant without any
modification.
Item 2
Approval of the Proxy Statement for 2002 annual shareholder meeting
WHEREAS, it has been presented to the board of directors, a draft copy of
the Proxy Statement for review and approval, with the following items listed for
voting by the shareholders of Record as of January 31, 2002:
WHEREAS, it is deemed advisable and in the best interest of this corporation and
its shareholders that the items listed in the proxy statement be considered
and voted upon by the shareholders.:
1. To elect four members of the Company's Board of Directors to serve for
a one-year term;
2. To elect one member of the Company's Board of Directors to serve for a
three year term as the Chairman of the Board of Directors.
3. To ratify the reappointment of Andrew Smith, CPA as the Company's
independent certified public accountant for the fiscal year ending December 31,
2002; and
4. To consider and vote upon a proposal to re-approve the Company's 2001 Joint
Incentive and Non-Qualified Stock Option Plan for the 2003 fiscal year;
5. To consider and vote upon an amendment to our amended articles of
incorporation to effectuate a corporate name change to any of the following
1 InterCare DX Corporation
2 InterCare DX, Inc.
Said name change is subject to the approval of California Secretary of State.
6. To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.
NOW THEREFORE BE IT RESOLVED, that the above listed items be approved for
Inclusion in the 2002 Proxy statement to be voted upon by the shareholders.
Item 3 :
Approval of the appointment of Mr. Jude Uwaezuoke as the Chairman of the
audit committee of this Corporation.
WHEREAS, it has been presented to the board of directors, a proposal
to approve the appointment of Mr. Jude Uwaezuoke as the Chairman of the
audit Committee of this Corporation Mr. Uwaezuoke consented to this appoint
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prior to the vote, and his resume was presented to the board of directors
for comments, as well as the due diligence evaluation. Having met all
the necessary criteria established in the audit committee charter of this
corporation, the board of directors voted unanimously to approve the
appointment of Mr. Jude Uwaezuoke as the Chairman of the audit committee of
this Corporation without any further modifications.
RESOLVED FURTHER, that the directors and 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.
Date: December 11, 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
/s/ Wesley Bradford
____________________________________
Wesley Bradford, Director
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