Form 8-K for MERIDIAN HOLDINGS INC filed on Jul 11 2000
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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): June 16th, 2000
Commission File Number: 0-30018
MERIDIAN HOLDINGS, INC.
(Exact name of registrants specified in its charter)
COLORADO 52-2133742
(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)
1
ITEM 5. OTHER EVENTS
On June 16, 2000, pursuant to an "Irrevocable proposal for purchase of
assets of Sirius Computerized Technologies Limited ("SCTL")", an Israel Limited
liability Company, approved by the board of directors, the registrant submitted
an offer to purchase all the assets of "SCTL" for the sum of $2.7 million plus
VAT, to Mr. Amir Dolev, Advocate, receiver and temporary Liquidator for "SCTL"
appointed as per the respective decisions of the district courts of Tel Aviv
and Jerusalem in the state of Israel following a Bankruptcy proceedings. On
the same date by way of unanimous consent, the board of directors of the
registrant approved the acceptance of a one year interest free loan from Anthony
C. Dike, Chairman and CEO of the registrant in the amount of $3.2 million, to be
used for the purchase of "SCTL" assets and initial working capital.
On June 29, 2000, the registrant was notified that its offer to purchase
all the assets of "SCTL" have been approved by the district courts of Tel Aviv
and Jerusalem in the state of Israel.
On June 30th, the registrant entered into a "Master Value-Added
Reseller" agreement with InterCare.com-dx, Inc., "aka" InterCare.com (a
California Corporation) also a subsidiary of the registrant, to resell
and provide levels 1 and 11 maintenance and support for the Medmaster Suite
Of software programs on a global basis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(None)
(c) EXHIBITS.
EXHIBIT ITEM. DESCRIPTION
------------ -------------
Exhibit A - Irrevocable Proposal for Purchase of Assets of Sirius
Computerized Technologies Limited and attachments
(Filed in paper)
Exhibit B - Decisions of the district Court of Tel-Aviv and Jerusalem
(Israel) regarding the proposed asset purchase.
(Filed in paper).
Exhibit C - Form of Loan Agreement between Anthony C. Dike, and the
Registrant. (Filed in paper).
Exhibit D - Written Consent of the Board of Directors of the Registrant
authorizing the acceptance of a one year interest free loan
from Anthony C. Dike, its Chairman and CEO.(Filed in paper).
Exhibit E - Written Consent of the Board of Directors of the
Registrant authorizing the Asset Purchase.
Exhibit F - Master Value-Added Reseller Agreement between the registrant
and Intercare.com.(including appendices and exhibits).
Exhibit G - Form of Press Release
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.
Meridian Holdings, inc.
(Registrant)
Date: July 11, 2000 By:/s/ Anthony C. Dike
-----------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer,
and Secretary)
EXHIBIT E
WRITTEN CONSENT
OF THE DIRECTORS OF
MERIDIAN HOLDINGS, INC.
A Colorado corporation
Pursuant to the authority of Section 7-108 of the Colorado Business Corporation
Act, the undersigned, being the Board of Directors of Meridian Holdings,
Inc., a Colorado corporation, does hereby adopt the following recitals and
resolutions:
1. Irrevocable Proposal For Purchase Of Assets Of Sirius Computerized
Technologies Limited ("SCTL")
WHEREAS, on February 7, 2000 A receiver had been appointed for SCTL and on
June 7, 2000, he was appointed as temporary Liquidator for SCTL ('the Receiver")
as per the respective decisions of the district Court of Tel-Aviv and Jerusalem,
respectively; and
WHEREAS, the Receiver requested offers for purchase of the assets of SCTL;
and
WHEREAS, the Receiver acts only in his capacity as receiver and temporary
Liquidator of SCTL without any personal responsibility whatsoever,
WHEREAS, this Corporation on June 16, 2000 submitted an irrevocable Proposal
for the Purchase of Assets Of Sirius Computerized Technologies Limited ("SCTL"),
to the Receiver/Liquidator in Tel- Aviv, Israel, in the amount of $2.7 million
plus VAT, subject to the approval of district courts of Tel- Aviv and Jerusalem,
Israel. (a copy of the Irrevocable Proposal for Purchase of Assets of "SCTL"
enclosed as Exhibit A ).
NOW THEREFORE BE IT RESOLVED, that the Irrevocable Proposal attached hereto
as
Exhibit A and provided to the Board of Directors, pursuant to which among
other things, the following actions are authorized: (i) Purchase Of Assets of
Sirius Computerized Technologies Limited ("SCTL"), in the amount of $2.7
million, subject to the approval of the district courts of Jerusalem and
Tel Aviv, Israel.(ii) This Corporation shall bear the costs of operation
of the receivership effective as of July 1, 2000 and until completion of
payment of the consideration hereunder in full. Such cost including attorney's
fees, are estimated to be $10,000 plus V.A.T per month. Other details of this
transaction is enclosed in the Exhibit A attached).
RESOLVED FURTHER, that the officers of this corporation be, and each of them
acting alone hereby is authorized and empowered to execute and deliver, or cause
to be executed and delivered, in the name and on behalf of this corporation, the
Agreement and any Related Agreements to which this corporation is a party, each
In substantially the form of the drafts of such documents presented to the
Board of Directors but with such change therein or amendments thereto as any
officer of this corporation shall approve, such approval to be conclusively
evidenced by such officer's execution thereof, and
2. General Authority
RESOLVED, 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 resolutions.
Dated June 16, 2000
/s/ Anthony C. Dike
-------------------------------
Anthony C. Dike, Chairman/CEO
/s/ Philip Falese
--------------------------------
Philip Falese, Chief Financial Officer
/s/ James Truher
--------------------------------
James Truher, Director
/s/ Scott Wellman
--------------------------------
Scott Wellman, Director
/s/ James Kyle 11
--------------------------------
James Kyle 11, Director
/s/ Marcellina Offoha
--------------------------------
Marcellina Offoha,
Exhibit F
MASTER VALUE ADDED RESELLER AGREEMENT
Between:
Meridian Holdings, Inc.
of 900 Wilshire Blvd., Suite 500
Los Angeles, CA 90017
("Meridian")
and:
InterCare.com, Inc. (aka "InterCare.com-dx, Inc.)
of 900 Wilshire Blvd., Suite 508
Los Angeles, CA 90017
("InterCare")
Effective as of June 30, 2000
P r e a m b l e
Whereas Meridian develops, manufactures and markets software products for
clinical workstations and central data repositories, and desires to cooperate
strategically with companies on a Global basis in connection with marketing,
sales, implementation, system integration and support services of its MedMaster
product line; and
Whereas Meridian markets and sells software products to the healthcare
information systems and services marketplace, and has decided to strategically
pursue the Healthcare IT solutions market in North America; and
Whereas: both parties desire to enter into a non-exclusive relationship,
pursuant to which Meridian and InterCare will cooperate in the North American
healthcare information systems market in order to enable InterCare to market,
sell, support and provide services for Meridian MedMaster Products.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions
-----------
In addition to the words, terms and phrases elsewhere defined in this Agreement,
each of the following terms, when used herein, shall have the respective meaning
set forth next to such term:
"Critical Support" means support services provided 7 days a week, 24 hours a day
with respect to the following critical Products problems which a qualified
level 1 support staff, using procedures and tools provided by Meridian with the
Products, cannot resolve on its own:
(a) A VMDB Engine installed at the customer site is down, the backup server
cannot be activated by the qualified level 1 support staff to replace the failed
VMDB Engine, and as a result the entire MedMaster CDR is down
(b) There is a problem with one or more of the MedMaster CDR or MKB
databases or the IntegrationMaster Engine, which prevents access from all
application Products, the backup server cannot be activated by qualified level 1
support staff to replace the failed MedMaster CDR or MKB databases, or the
IntegrationMaster Engine, as the case may be, and as a result the entire
MedMaster CDR is down.
The terms and conditions before InterCare offers or commits to its customers or
to its VARs customers to a higher level of Critical Support exceeding this level
will be mutually agreed upon between InterCare and Meridian prior to any such
offer or commitment.
"Level 1 Support and Maintenance Services" means help-desk telephone hot-line
support services available to Products' customers, providing answers to
questions related to the use of Products licensed by such customers.
"Level 2 Support and Maintenance Services" means resolution of problems
encountered pursuant to the use or installation of the Products licensed by a
customer, determining if a potential error exists and attempting to correct such
problem without source code intervention. These services are provided to
qualified Level 1 Support and Maintenance staff only.
"Level 3 Support and Maintenance Services" means investigation of errors in the
Products reported by customers, correction of errors in the Product's source
code, and incorporation of such error correction in a product fix release. These
services are provided to qualified Level 2 Support and Maintenance staff only.
"Products" means the MedMaster products listed in Appendix A to this Agreement,
as amended by Meridian from time to time.
"Purchase Price of Products" means the actual sum per contract due to Meridian
from InterCare as a result of InterCare selling the Products to InterCare's
customers as prime contractor, or as a result of InterCare selling the Products
to its VARs who then resell the Products to such VARs' Customers.
"Purchase Price of Annual Support and Maintenance Services" means the actual sum
per contract due to Meridian from InterCare as a result of Meridian providing to
InterCare back-to-back Level 3 Support and Maintenance Services.
"Standard Support" means Level 2 and 3 Support and Maintenance Services provided
by the InterCare support center to qualified level 1 support staff of customers
and/or qualified level 1 support staff of InterCare VARs during normal business
hours, Monday through Friday, 08:00 - 17:00 Eastern Standard Time (EST),
excluding weekends and holidays.
"InterCare Customer" means a healthcare organization licensing Products from
InterCare.
"InterCare VAR" means a lawfully incorporated corporation in the Territory,
which signs a definitive VAR agreement with InterCare to market and sell
Products in the Territory, and to provide services in conjunction with the
Products in the Territory to prospects and customers. InterCare VAR shall be
subject to all the obligations and commitments InterCare has in this Agreement,
and may have rights not superior to the rights granted to InterCare under this
Agreement.
"Territory" means North America.
"VAR" means a value added reseller of the Products in the Territory, other than
InterCare.
"VAR Customer" means a healthcare organization licensing Products from a VAR.
2. License
-------
Meridian hereby grants InterCare the non-exclusive right to market, sell,
support and provide services related to the Products in the Territory. For this
purpose, and subject to the provisions of the standard Software Licensing
Agreement (Appendix G to this Agreement), Meridian hereby grants InterCare a
fully paid-up right to use, display, copy, reproduce, prepare or have prepared
derivative works of the Products solely for the following internal purposes:
demonstration, technical promotion activities, internal education of InterCare's
employees or its prospects, training of InterCare employees, training InterCare
VARs' employees, training InterCare Customer's employees and/or training VAR
Customer's employees in conjunction with marketing, sales, services activities
of Products, and support services provided by InterCare to its customers and/or
InterCare VARs and/or Meridian VARs in conjunction with Products.
InterCare shall not have any rights with respect to the Products in any
territory other than the Territory, except with the prior written approval of
Meridian. Meridian, in its sole discretion, may grant exclusive marketing,
sales or support rights to a third party in the Territory or any part thereof,
and in such event Meridian may, upon not less than 60 days' notice, terminate
InterCare's rights with respect to such territories.
3. Nature of Relationship
------------------------
The parties to this Agreement are acting solely as independent entities. Nothing
herein shall be deemed to create any other relationship, including, without
limitation, that of partnership, joint-venture, or any other type of
relationship between the parties. The employees of each party shall not be
considered the employees of the other party for any purpose.
Nothing in this Agreement shall restrict either of the parties from entering
into any other relationship with any third party, subject to compliance with the
commitments and obligations of each party under this Agreement and Appendix E to
this Agreement.
4. InterCare Obligations
----------------------
InterCare shall be a non-exclusive, value added reseller entitled to offer,
market, sell and provide various implementation and system integration services
for the Products as part of turn-key solutions to healthcare organizations in
the Territory. Only InterCare employees who have been sufficiently trained and
officially qualified by Meridian shall be entitled to be engaged in any activity
with any third party in the Territory, regardless of whether such third party is
a prospect, customer or VAR. In this role, InterCare shall have primary
responsibility for the following:
a) Marketing and Sales
Marketing and sales activities to its VARs, prospects and customers. This
includes the ability to demonstrate the products from a clinical, technical and
managerial point-of-view to clinical and technical decision makers and
management personnel of potential customers. Except with the prior written
approval of Meridian, InterCare shall not offer or commit to its customers
Products and/or functionality and/or services which have not been made generally
available by Meridian to all of its marketing, sales and system integration
channels in the Territory.
InterCare shall aggressively market and sell the Products by, among other
things, direct contacts, media publications, and participation in trade shows,
exhibitions, privately-held customer conferences.
b) RFQ / RFI / RFP Proposals Preparation
Preparation and submission of proposals to VARs, prospects and customers.
InterCare will be the prime contractor, and the single point-of-contact in
establishing the relationship with InterCare Customers.
c) Sales / Final Contract Signing with Customers
Negotiations and final contract terms and conditions with VARs and/or customers
regarding the Products and its associated services.
InterCare, as prime contractor, will also provide the license of the Products to
its VARs and customers as a part of the final contract with its VARs and such
VARs' customers.
d) Product Installation, Implementation and System Integration
Installation, implementation and system integration of the Products at customer
sites, as an integral part of the services to be offered as a turn-key solution
to Products' customers that purchase the Products from InterCare or InterCare
VAR.
e) Process re-engineering / System Integration
Process re-engineering and system integration services to its VARs, prospects
and customers, as a part of the services required to provide a turn-key solution
in any Products installation, implementation and utilization. Process
re-engineering services may be sub-contracted by InterCare or VARs to a third
party consulting firm, which is adequately trained and officially pre-approved
by Meridian as qualified for such purpose prior to such third party consulting
firm being offered to the customer or providing any such services.
f) Training
InterCare will offer various levels of training to its customers. Training
sessions and/or courses relating to the Products independently developed by
InterCare shall be subject to Meridian review and written approval prior to
InterCare's offering and/or committing and/or executing such services to any
third party.
g) Level 1, Level 2 and Level 3 Support and Maintenance Services
Contracting and providing Level 1 (optional), Level 2 and Level 3 Support and
Maintenance Services to InterCare Customers or VARs' Customers, under an annual
MedMaster Maintenance and Support Contract with such customers.
InterCare shall not enter into any commitments or agreements with InterCare
Customers and/or VARs Customers for providing Level 3 Standard Support services
and Critical Support services (other then financial terms and conditions) which
are not consistent with the terms and conditions between Meridian and InterCare
in connection with providing these services, as defined in this Agreement.
h) Technical Network Infrastructure for Remote Maintenance
Set up a network / communication infrastructure which will enable both InterCare
and (when necessary) Meridian to conduct support, maintenance and product
installation by remote control from its support / maintenance hubs. Once such
infrastructure is installed and successfully activated by InterCare, InterCare
will be responsible to provide Meridian with secure access into such
infrastructure. InterCare or InterCare VARs' customers or Meridian VARs'
customers who refuse to enable installation and continuous availability of such
remote access infrastructure will be subject to higher annual maintenance and
support fees, as determined by Meridian and InterCare on a case-by-case basis.
InterCare, as sub-contractor to other non-exclusive Meridian channels in the
Territory, may be responsible for:
i) Sub-contracting of Level 1, Level 2 and Level 3 Support and Maintenance
Services
Providing MedMaster Level 1 (optional), Level 2 and Level 3 Support and
Maintenance Services, subject to separate agreements.
j) Additional Support and Services provided by InterCare to Meridian
If requested by Meridian, InterCare shall, in accordance with purchase orders
from Meridian, provide Meridian, Meridian channels or Meridian customers of the
Products with additional services in the following areas, as a sub-contractor to
Meridian:
- Marketing and/or technical marketing assistance services
- Sales and/or technical sales assistance services
- Proposal preparation and/or negotiation assistance services
- Contract preparation and/or negotiation assistance services
- Project management assistance services
- Training assistance services
- Implementation assistance services
These services shall be provided by InterCare to Meridian based upon the cost
of professional services provided by InterCare, as defined in Appendix C to this
Agreement.
InterCare will further be responsible for the following:
k) Final Documentation Production
InterCare may develop and produce quality marketing / technical documentation
relating to the Products, which may be used only subject to prior written
approval of such materials by Meridian, or use marketing / technical
documentation material designed and developed by Meridian, as made generally
available in magnetic media format by Meridian from time to time, for
reproduction by InterCare. Any modification by InterCare or InterCare VARs of
documentation materials developed and provided by Meridian shall be subject to
Meridian written pre-approval.
l) MedMaster New features / functionality specification support
InterCare will continuously assess and regularly report to Meridian on the needs
of the healthcare market with regard to new features and functionality in the
Products. InterCare will make recommendations to Meridian concerning needs and
priorities relating to future developments and enhancements to the Products
line.
5. InterCare Representations, Warranties and Covenants
-------------------------------------------------------
InterCare represents, warrants and covenants that:
a) all information, materials and services furnished by InterCare under this
Agreement will be warranted to conform to the commercial practices InterCare
uses for its own commercial accounts.
b) it shall not utilize any announcements, marketing or demonstration
materials, or products containing the name, copyrights or trademarks of Meridian
without the prior approval of Meridian (which approval shall not be unreasonably
withheld).
c) it has sufficient resources to perform all of its obligations and
commitments under this Agreement.
d) it has all intellectual property rights and licenses for any product
(other than the Products), materials, or services that are necessary to perform
its obligations under this Agreement.
e) it has obtained or will obtain and maintain all necessary governmental
approvals and licenses for the performance of its obligations under this
Agreement.
f) any presentation, commitment, document, proposal or contract, either oral
or in writing, made by InterCare to a third party in relation to Meridian and/or
the Products and related services, will fully comply with the terms and
conditions of this Agreement.
g) during the term of this Agreement and for an additional period of 24
(twenty four) months after its expiration or termination, it will not directly
or indirectly develop or assist to develop any products and/or services which
are similar to or compete with the Products and/or its related services.
h) in entering into this Agreement, it has not relied on any promises,
inducements, or representations by Meridian except those expressly stated in
this Agreement.
6. Meridian Obligations
---------------------
Meridian shall have primary responsibility for the following:
a) Integrated Architecture Design
Determining customer requirements, preparing high-level design, preparing
low-level design with the development of an architecture of an Integrated
Healthcare Delivery System solution for partners, prospects and customers in the
Territory, with the Products, including the Central Data Repository based on
VMDB, serving as the core of such architecture.
b) MedMaster Products Development
Meridian shall continue to develop and enhance the Products as commercially
required and justified.
c) InterCare Training
Meridian shall make available to InterCare and/or InterCare VARs and/or
InterCare customers and/or InterCare VARs' customers a variety of training
sessions, at InterCare's request, in the following areas:
- General architecture of MedMaster
- Hardware configuration for MedMaster settings
- MedMaster installation and set-up
- System Administration of MedMaster
- Marketing MedMaster to physicians (requires InterCare on-staff
physician(s)/Medical Assistant(s)/Nurse(s))
- Marketing MedMaster to CIOs / MIS professionals
- MedMaster products functionality and workflow
- MedMaster System Integration
- MedMaster implementation project management
d) Initial MedMaster Documentation
Meridian will develop the initial raw documentation materials for the Products
line. Meridian will transfer such materials to InterCare in magnetic media
form, and InterCare may then prepare and produce final MedMaster documentation
to be delivered by InterCare to its customers or InterCare VARs or InterCare
VARs' customers.
Meridian will make available to InterCare any source material on magnetic media
relating to marketing and/or technical documentation of MedMaster which is made
generally available by Meridian to all of its non-exclusive marketing, sales and
system integration channels in the Territory.
e) Technical Marketing Support
Meridian will provide to InterCare and/or InterCare VARs technical marketing
support services in the following areas:
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