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) September 14, 2009
PHARMACITY INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 333-157360 98-0610431
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Jivova Street 26/8a
Ternopil, Ukraine 46001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-380-506-081534
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Pharmacity Corporation (the "Company") has entered into an Agreement and Plan of
Merger (the "Agreement") pursuant to which MedX Systems, Inc., a Florida
corporation ("MedX") will merge with and into a newly formed wholly owned
subsidiary of the Company named WI Acquisition, Inc. (the "Subsidiary"). The
Subsidiary will be the surviving entity in the merger. Immediately prior to the
closing of the merger the name of the Company will be changed to Welltek
Incorporated, the Company's authorized common stock will be increased to 200
million shares, and a 40 for 1 forward split of the Company's issued and
outstanding common stock will be effectuated. Concurrently with the closing of
the merger each share of MedX common stock issued and outstanding will be
converted into 5.4127574 shares of Company common stock. The closing of the
merger is subject to standard conditions to closing, as set forth in the
Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
2 Agreement and Plan of Merger
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: September 15, 2009 Pharmacity Corporation
By: /s/ Paul Schmidt
-----------------------------------
Paul Schmidt
Assistant Secretary
3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Merger