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