0001000096-05-000048.txt : 20120629
0001000096-05-000048.hdr.sgml : 20120629
20050125154425
ACCESSION NUMBER: 0001000096-05-000048
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050125
DATE AS OF CHANGE: 20050125
GROUP MEMBERS: GERALD N. KERN
GROUP MEMBERS: PETRO-MED, INC.
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Kern Gerald N
CENTRAL INDEX KEY: 0001307086
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
BUSINESS PHONE: 480-614-2874
MAIL ADDRESS:
STREET 1: 10105 E VIA LINDA
STREET 2: NO 103
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85258
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MEDITECH PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0000717588
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 953819300
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0531
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-36623
FILM NUMBER: 05547167
BUSINESS ADDRESS:
STREET 1: 10105 E VIA LINDA #103
STREET 2: PMB 382
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85258
BUSINESS PHONE: 4806142874
MAIL ADDRESS:
STREET 1: 10105 E VIA LINDA
STREET 2: 103 382
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85258
SC 13D/A
1
meditech13d-a.txt
SCHEDULE 13D/A (AMENDMENT NO. 1)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Meditech Pharmaceuticals, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
584913305
---------
(CUSIP Number)
Gerald N. Kern
c/o Meditech Pharmaceuticals, Inc.
10105 E. Via Linda, #103, PMB-382
Scottsdale, AZ 85258
(480) 614-2874
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications) - with copies to -
Ronald L. Brown, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4469
January 14, 2005
-------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 584913305 13D Page 2 of 10
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald N. Kern
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS PF
--------- ----------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
5 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
782,060 (1)
------- ---------------------------------------
8 SHARED VOTING POWER
206,757
------- ---------------------------------------
9 SOLE DISPOSITIVE POWER
782,060
------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
206,757
--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,817
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.8%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
(1) Includes 25,550 shares of common stock issuable upon exercise of options
which are presently exercisable or exercisable within 60 days of the date
hereof.
CUSIP NO. 584913305 13D/A Page 3 of 10
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Petro-Med, Inc.
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS 00
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
206,757
------- ---------------------------------------
8 SHARED VOTING POWER
0
------- ---------------------------------------
9 SOLE DISPOSITIVE POWER
206,757
------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,757
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.0%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
CUSIP NO. 584913305 13D/A Page 4 of 10
Schedule 13D/A
This Amendment No. 1 to Statement on Schedule 13D ("Amendment") amends and
restates the Statement on Schedule 13D originally filed on or about November 11,
2004 (the "Original Filing") relating to the common stock, par value $0.001 per
share (the "Common Stock"), of Meditech Pharmaceuticals, Inc., a Nevada
corporation (the "Issuer"). To the extent necessary, the Original Filing is
hereby incorporated by reference. All Common Stock numbers, prices and
conversion rates have been adjusted to reflect the Issuer's 1-for-1,000 reverse
stock split that was effective January 14, 2005.
Item 1 Security and Issuer
-------------------
Security: Common Stock, $0.001 par value.
Issuer: Meditech Pharmaceuticals, Inc.
10105 E. Via Linda, #103, PMB-382
Scottsdale, AZ 85258
Item 2 Identity and Background
-----------------------
(a) This Amendment is jointly filed by Petro-Med, Inc., a Nevada corporation
("Petro-Med"), and Gerald N. Kern, a resident of the State of Arizona
("Kern," and collectively with Petro-Med, the "Reporting Persons").
(b) (i) PETRO-MED. Petro-Med's business address is 10105 E. Via Linda, #103,
PMB-382, Scottsdale, AZ 85258.
(ii) KERN. Kern's address is 10105 E. Via Linda, #103, PMB-382, Scottsdale,
AZ 85258.
(c) (i) PETRO-MED. Petro-Med is a Nevada corporation which serves as a holding
company of the Issuer's common stock. Kern is the sole member of
Petro-Med's Board of Directors. Kern is also the President and Chief
Executive Officer of Petro-Med.
(ii) KERN. Kern is a resident of the State of Arizona. Kern's principal
business is as a business executive.
(d) During the last five years, no Reporting Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any of such Reporting Persons were or are subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Petro-Med is incorporated in the State of Nevada. Kern is a citizen of the
United States.
CUSIP NO. 584913305 13D/A Page 5 of 10
Item 3 Source and Amount of Funds
--------------------------
On January 14, 2005, the Issuer issued non-qualified options to purchase
750,000 shares of Common Stock to Kern in exchange for the cancellation of
$1,882,440.40 principal amount of accrued salary that was due on demand. The
exercise price of the non-qualified options issued to Kern was $0.001 per share
of common stock. The trading price of Issuer's common stock on the
over-the-counter Bulletin Board on January 12, 2005, when the transactions were
agreed to in principle, was $0.00. Kern exercised all of the options to purchase
750,000 shares of Common Stock on January 24, 2005.
Item 4 Purpose of Transaction
----------------------
(a) Kern acquired the shares reported in this Amendment for investment
purposes. Kern intends to periodically review its investment in the Issuer
and, based on a number of factors, including the evaluation of the Issuer's
business prospects and financial condition, the market for the Issuer's
shares, general economic and stock market conditions and other investment
opportunities, Kern may acquire additional securities of the Issuer or
dispose of the shares of common stock reported in this Amendment through
open market or privately negotiated transactions.
Kern does not have any plans or proposals that would result in any of the
following:
(a) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) any change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or terms of Directors or
to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of the
Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person;
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities association;
CUSIP NO. 584913305 13D/A Page 6 of 10
(i) causing a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended;
or
(j) any action similar to any of those enumerated above.
Item 5 Interest in Securities of the Issuer
------------------------------------
(a) (i) PETRO-MED. As of the date of this Amendment, Petro-Med is the
beneficial owner of 206,757 shares of common stock of the Issuer. Based
upon a total of 351,855 shares outstanding, the shares which Petro-Med is
the beneficial owner of represent 37.0% of the outstanding shares.
(ii) KERN. As of the date of this Amendment, Kern is the beneficial owner
of 988,817 shares of common stock of the Issuer. The 988,817 shares held by Kern
include (a) 756,510 held of record, (b) 206,757 shares owned by Petro-Med, and
(c) 25,550 shares issuable upon exercise of outstanding stock options. The
988,817 shares held by Kern do not include a total of 25,210 shares beneficially
owned by his wife and adult children, as to which Kern disclaims beneficial
ownership. Based upon a total of 351,855 shares outstanding, the shares which
Kern is the beneficial owner of represent 73.8% of the outstanding shares.
(b) (i) PETRO-MED. Petro-Med has the sole power to vote, or direct the vote of,
and to dispose, or direct the disposition of 206,757 shares of the Issuer.
(ii) KERN. Kern has the sole power to vote, or direct the vote of, and to
dispose, or direct the disposition of 782,060 shares of the Issuer. Kern has the
shared power to vote, or direct the vote of, and to dispose, or direct the
disposition of 206,757 shares of the Issuer through Petro-Med's ownership of
such shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with respect to
------------------------------------------------------------------------
Securities of the Issuer
-------------------------
(a) Employee Stock Option Agreements between the Issuer and Kern with respect
to 25,550 shares of the Issuer.
Item 7 Material to be filed as Exhibits
--------------------------------
(a) Joint Filing Agreement between Petro-Med and Kern filed herewith as Exhibit
A.
(a) The Debt Exchange Agreement dated as of January 14, 2005 and the Form of
Non-Qualified Stock Option Agreement filed as Exhibit 99.1 and Exhibit
99.2, respectively, to the Issuer's Current Report on Form 8-K on January
12, 2005 are hereby incorporated herein by reference.
CUSIP NO. 584913305 13D/A Page 7 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned hereby certify that the information set forth in this
Amendment is true, complete and correct.
Date: January 24, 2005 Petro Med, Inc.
By: /s/ Gerald N. Kern
----------------------------------------
Gerald N. Kern, Chief Executive Officer
/s/ Gerald N. Kern
-------------------------------------------
Gerald N. Kern
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D with respect to the Common Stock of
Meditech Pharmaceuticals, Inc. This Joint Filing Agreement shall be included as
an exhibit to such filing or filings. In evidence thereof, each of the
undersigned, being duly authorized where appropriate, hereby executes this Joint
Filing Agreement as of this 24th day of January, 2005.
Petro Med, Inc.
By: /s/ Gerald N. Kern
------------------------------------
Gerald N. Kern, Chief Executive Officer
/s/ Gerald N. Kern
----------------------------------------
Gerald N. Kern