Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 17, 2002
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)
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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
Effective October 17, 2002, Meridian Holdings, Inc.,
InterCare.com, Inc., and Silicon Valley Bank reached a settlement
agreement of the entire action, including the registrant's
cross complaint, entitled Silicon Valley Bank Corporation .v.
--------------------------------
Meridian Holdings, Inc., a Colorado Corporation,
InterCare.com, Inc., a Nevada Corporation, Los Angeles
California, Superior Court Case number BC 259513.
The salient terms of the settlement include mutual general
releases with prejudice by all parties.
The lawsuit, as well as the cross-complaint, resulted from the
earlier acquisition of the asset of Sirius Computerized Technology
of Israel, for which Silicon Valley Bank claimed that said asset
was pledged as collateral by Sirius et al for a loan in the
amount of $450,000. The registrant had earlier abandoned the
proposed asset purchase, and filed a lawsuit against Sirius et al
as described in the registrant's Quarterly report on form 10-QSB
for the quarter ended June 30, 2002
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 - Notice of Settlement
Exhibit 99.2 - 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: October 21, 2002 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
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EXHIBIT 99.1
Notice of Settlement
BUCHALTER, NEMER, FIELDS & YOUNGER
A Professional Corporation
Jeffrey S. Wruble (#094734)
Marlene Camacho Nowlin (#156457)
Kirsten A. Ehrig (#203007)
601 South Figueroa Street, Suite 2400
Los Angeles, California 90017
Telephone: (213) 891-0700 Facsimile: (213) 896-0400
Attorneys for Plaintiff
SILICON VALLEY BANK
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES, CENTRAL DISTRICT
SILICON VALLEY BANK, a California ) CASE NO BC 259513
Corporation )
Plaintiff )
) NOTICE OF SETTLEMENT
v )
)
MERIDIAN HOLDINGS, INC, a Colorado ) Trial Date: October 21, 2002
Corporation, INTERCARE.COM, INC., a ) Time: 9:30 a.m.
California corporation, and DOES 1 ) Place: Dept. 38
Through 80, inclusive, )
)
Defendants )
) [Assigned for all purposes to the
) Honorable Marvin Lager]
____________________________________)
TO THE HONORABLE JUDGE OF THE ABOVE ENTITLED COURT:
PLEASE TAKE NOTICE that the parties to this action, plaintiffs
Silicon Valley Bank ("Plaintiffs"), and Defendants Meridian Holdings, Inc.
and Defendant Intercare.com, Inc., ("Defendants"), have reached a settlement
agreement, which will dispose of this case in its entirety.
The salient terms of the agreement include mutual general releases with
prejudice by both parties of each other. Settlement documents have been
prepared and are currently being reviewed by counsel. As a result, the
parties herein respectfully request that this case be taken off-calendar
pending execution of the settlement and dismissal of this case.
DATED: October 17 2002 BUCHALTER, NEMER, FIELDS & YOUNGER
A Professional Corporation
By: /s/ Kirsten A. Ehrig
------------------------
Attorneys for Plaintiff SILICON VALLEY
BANK.
EXHIBIT 99.2
Form of Press Release
FOR IMMEDIATE RELEASE October 21, 2002 6am EST
"Meridian Holdings And Silicon Valley Bank Agree to Settle Their Lawsuits"
Los Angeles, Oct 21 /PRNewswire-Firstcall/-- Dr. Anthony C. Dike, Chairman
and Chief Executive officer of Meridian Holdings, Inc. (OTC BB: MEHO),
today announced that effective October 17 2002, Meridian Holdings, Inc.,
InterCare.com, Inc., and Silicon Valley Bank reached a settlement
agreement of the entire action, including the registrant's cross
complaint, entitled Silicon Valley Bank Corporation .v. Meridian Holdings,
Inc., a Colorado Corporation, InterCare.com, Inc., a Nevada Corporation,
Los Angeles California, Superior Court Case number BC 259513.
The salient terms of the settlement include mutual general releases
with prejudice by all parties.
The lawsuit, as well as the cross-complaint, resulted from the earlier
acquisition of the asset of Sirius Computerized Technology of Israel, for
which Silicon Valley Bank claimed that said asset was pledged as
collateral by Sirius et al for a loan in the amount of $450,000. The
company had earlier abandoned the proposed asset purchase, and filed
a lawsuit against Sirius et al as described in the company's Quarterly
report on form 10-QSB for the quarter ended June 30, 2002, filed with the
SEC and accessible at www.sec.gov
"The company is pleased to announce today the complete settlement of the
litigation with Silicon Valley Bank and the pending dismissal of the
lawsuit. The settlement confirms our long-held belief that the company
had no obligation to the bank resulting from Sirius transaction", said
Dike.
About Meridian Holdings, Inc.
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 build shareholder value by positioning affiliated companies
as independent business entities in which Meridian shareholders enjoy
equity participation. For more information please visit our website at
at 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.
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