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): March 11, 2003
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 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 March 8 2003, the following individuals were elected to serve as directors
of the company until the next annual meeting or until their successors are
elected and qualified :
1. James Kyle II
2. James Truher
3. Scott Wellman
4. Marcellina Offoha
Also, Anthony C. Dike, MD, elected as Chairman of the Board of Directors
of the Company, will serve a three-year term.
Additionally, shareholders ratified the reappointment of Andrew Smith, CPA,
as the independent auditor for the fiscal year ending December 31, 2002 and
reapproved the Company's 2001 Joint Incentive and Non-Qualified Stock Option
Plan for fiscal year 2003. Shareholders of the Company also granted the board
of directors the discretion to, at any time prior to the next annual meeting,
effect a reverse split of the Company's common shares at an exchange ratio of
1 for 3, 1 for 5 or 1 for 10. Based upon such vote, the board retained
discretion to elect to implement a reverse split according to the
aforementioned ratios, or not to implement a reverse stock split at all
within the referenced time period.
Following the shareholder meeting, the newly elected Board of Directors voted to
extend the Company's authorization to buy back up to one million shares of its
common stock in the open market from time to time through March 2005. Thus far,
the Company has repurchased 250,000 shares of its common stock under the
previously granted authorization.
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
On March 11, 2003, the registrant issued a press release announcing the results
of shareholders' vote during the annual shareholder meeting, which was
held on Saturday, March 8, 2003.
EXHIBIT ITEM. DESCRIPTION
------------ -------------
Exhibit 99.1 - Copy of the Press Release of March 11, 2003
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: March 11, 2003 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
2
EXHIBIT 99.1
FOR IMMEDIATE RELEASE: Tueday, March 11, 2003
CONTACT: Anthony C. Dike, Chairman/CEO Madeleine Franco
Meridian Holdings, Inc. Jordan Richard Assoc.
213-627-8878 801-463-0305
www.meho.com ir@jordanrichard.com
MERIDIAN HOLDINGS, INC. ANNOUNCES RESULTS OF SHAREHOLDER VOTE
Board of Directors extends common stock buyback authorization.
LOS ANGELES, CALIF--At the annual meeting of Meridian Holdings, Inc. (OTC BB:
"MEHO "), which was held on Saturday, March 8, 2003, the following individuals
were elected to serve as directors of the company until the next annual meeting:
James Kyle II, James Truher, Scott Wellman and Marcellina Offoha. Anthony C.
Dike, MD, elected as Chairman of the Board of Directors of the Company, will
serve a three-year term.
Additionally, shareholders ratified the reappointment of Andrew Smith, CPA, as
the independent auditor for the fiscal year ending December 31, 2002 and
reapproved the Company's 2001 Joint Incentive and Non-Qualified Stock Option
Plan for fiscal year 2003. Shareholders of the Company also granted the board of
directors the discretion to, at any time prior to the next annual meeting,
effect a reverse split of the Company's common shares at an exchange ratio of 1
for 3, 1 for 5 or 1 for 10. Based upon such vote, the board retained discretion
to elect to implement a reverse split according to the aforementioned ratios, or
not to implement a reverse stock split at all within the referenced time period.
A copy of the company's Notice of Annual Meeting and Proxy Statement, which
details each of the aforementioned approved proposals, may be viewed on the
SEC's EDGAR System at www.sec.gov.
-----------
Following the shareholder meeting, the newly elected Board of Directors voted to
extend the Company's authorization to buy back up to one million shares of its
common stock in the open market from time to time through March 2005. Thus far,
the Company has repurchased 250,000 shares of its common stock under the
previously granted authorization.
Meridian Holdings, Inc. is a healthcare services and technology company.
Meridian's network of affiliated companies is designed to encourage maximum
leverage of information technology, operational excellence, industry expertise,
and synergistic business opportunities. Meridian is committed to building
shareholder value by positioning affiliated companies as independent business
entities in which Meridian shareholders enjoy equity participation. For more
information about the company and its affiliated group of companies, visit
www.meho.com.
-------
NOTE: Statements in this news release that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and any amendments thereto. Material that is forward-looking
may contain statements about expected future events and/or financial results
that are forward-looking in nature. Editors and investors are cautioned that
such forward-looking statements invoke risk and uncertainties that may cause the
company=s results to differ from such forward-looking statements. These
include, but are not limited to, economic, competitive, governmental,
technological and other factors discussed in the statements and/or in the
company=s filings with the Securities and Exchange Commission.
# # #
3