0001010549-05-000097.txt : 20120705 0001010549-05-000097.hdr.sgml : 20120704 20050204174302 ACCESSION NUMBER: 0001010549-05-000097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050204 DATE AS OF CHANGE: 20050204 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: 05578287 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 meditechsc13dagkern020405.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.2) 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 February _, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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/A Page 2 of 6 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 31,060 (1) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 206,754 (2) _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 31,060 (1) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 206,754 (2) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 237,814 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (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. (2) Consists of 206,754 shares held by Petro-Med, Inc. CUSIP No. 584913305 13D/A Page 3 of 6 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petro-Med, Inc. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 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 ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 206,754 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 31,060 (1) _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 206,754 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 31,060 (1) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 237,814 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Consists of 31,060 shares beneficially owned by Geraln N. Kern. CUSIP No. 584913305 13D/A Page 4 of 6 Pages Schedule 13D/A -------------- This Amendment No. 2 to Statement on Schedule 13D ("Amendment") amends and restates the Amendment No. 1 to Statement on Schedule 13D originally filed on or about January 25, 2005 and the Statement on Schedule 13D originally filed on or about November 11, 2004 (the "Original Filings") 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 Filings are hereby incorporated by reference. ________________________________________________________________________________ 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 previously served 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. ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. Not applicable. ________________________________________________________________________________ Item 4. Purpose of Transaction. On January 31, 2005, Kern sold 750,000 shares of Common Stock to Halter Capital Corporation in exchange for $125,000 cash along with another selling stockholder. The purpose of the transaction was to enable new ownership to diversify the Issuer's business beyond the pharmaceutical industry. 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; (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. ________________________________________________________________________________ CUSIP No. 584913305 13D/A Page 5 of 6 Pages ________________________________________________________________________________ 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 237,814 shares of common stock of the Issuer. Based upon a total of 1,851,855 shares outstanding, the shares which Petro-Med is the beneficial owner of represent 12.8% of the outstanding shares. (b) (ii) KERN. As of the date of this Amendment, Kern is the beneficial owner of 237,814 shares of common stock of the Issuer. The 237,814 shares held by Kern include (a) 5,510 held of record, (b) 206,754 shares owned by Petro-Med and (c) 25,550 shares issuable upon exercise of outstanding stock options. Based upon a total of 1,851,855 shares outstanding, the shares which Kern is the beneficial owner of represent 12.8% of the outstanding shares. The foregoing does not include 88,262 shares beneficially owned by Kern's spouse, as to which shares Kern disclaims beneficial ownership. (c) (i) PETRO-MED. Petro-Med has the sole power to vote, or direct the vote of, and to dispose, or direct the disposition of 206,754 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 31,060 shares of the Issuer. Kern has the shared power to vote, or direct the vote of, and to dispose, or direct the disposition of 206,754 shares of the Issuer through Petro-Med's ownership of such shares. (d) Not applicable. (e) Not applicable. (f) 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 Stock Purchase Agreement dated as of January 26, 2005 filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K on February 1, 2005 is hereby incorporated herein by reference. ________________________________________________________________________________ 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: February _, 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 __th day of February, 2005. Petro Med, Inc. By: /s/ Gerald N. Kern --------------------------------------- Gerald N. Kern, Chief Executive Officer /s/ Gerald N. Kern --------------------------------------- Gerald N. Kern