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