-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jp1EmO/HLCx9sh3TCmdFtC7Zbexgl9va24XmnK4enE8zhMDai9opXSoPDZICCBdK 0J3IFcQko1MoNe3FsvecgQ== 0000931731-08-000217.txt : 20081030 0000931731-08-000217.hdr.sgml : 20081030 20081030160729 ACCESSION NUMBER: 0000931731-08-000217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081030 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081030 DATE AS OF CHANGE: 20081030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCARE DX INC CENTRAL INDEX KEY: 0001103310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954304537 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31281 FILM NUMBER: 081151134 BUSINESS ADDRESS: STREET 1: 6080 CENTER DRIVE 6TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 213-627-8878 MAIL ADDRESS: STREET 1: 6080 CENTER DRIVE 6TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: INTERCARE COM DX INC DATE OF NAME CHANGE: 20010514 FORMER COMPANY: FORMER CONFORMED NAME: INTERCARE COM INC DATE OF NAME CHANGE: 20000114 8-K 1 intercare-8k.txt INTERCARE 8K 102908 Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K 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 30, 2009 Commission File Number: 333-57780 INTERCARE DX, INC. (Exact name of registrants specified in its charter) CALIFORNIA 95-4304537 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6080 Center Drive, Suite 640 Los Angeles, California 90045 (310) 242-5634 Fax: (310) 242-5634 ---------------------------------- (Address, Including Zip Code, And Telephone Number, Including Area Code, Of Registrant's Principal Executive Offices) -1- SECTION 1. Registrants Business and Operations Not Applicable SECTION 2. Financial Information Not Applicable SECTION 3. , Securities and Trading Markets Not Applicable SECTION 4. Matters Relating to Accountants and Financial Statements Not Applicable Item 4.01 Changes in Registrant's Certifying Accountant Not Aplicable SECTION 5. Corporate governance and Management Not Applicable SECTION 6. Reserved Not Applicable SECTION 7. Not Applicable SECTION 8: Other Events On October 29 2008, the Company issued a press release regarding the decision of the Company's Board of Directors to file a Form 15, to effect the deregistration of the Company's Common Stock. -2- SECTION 9: Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits c. Exhibits EXHIBIT ITEM. DESCRIPTION - ------------ ------------- 99.1 Text of news release dated October 29, 2008 99.2 Text of supplemental information provided on the company's web site at www.mrdh dot com and with this 8-K filing. 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. Intercare DX, Inc. (Registrant) Date: October 30, 2008 By:/s/ Anthony C. Dike ------------------------- Anthony C. Dike (Chairman of the Board) -3- EX-99.1 2 ex99-1intercare.txt NR 102908 - INTERCARE EXHIBIT 99.1 - ------------ InterCare DX Inc. Will File Form 15, Deregistering Common Stock Los Angeles, Calif., October 30, 2008 - InterCare DX, Inc. (PINKSHEET:ICCO) today announced that it plans to file a Form 15 with the Securities and Exchange Commission (SEC) within the next 30 days, to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934. InterCare DX expects that the deregistration will become effective 90 days after the filing with the SEC. To address shareholders' concerns, additional details concerning this corporate action, may be found in an 8-K filed with the Securities and Exchange Commission and on the company's web site at www.intercare.com. Note Concerning Forward-Looking Statements Forward-looking statements in this release are based on information available to the Company as of the date of this release, and the Company assumes no obligation to update or revise forward-looking statements. Forward-looking statements are inherently uncertain, and the Company's actual results may differ from management's expectations. Risks and uncertainties associated with forward-looking statements include, without limitation, the Company's ability to obtain the funding necessary to maintain business operations; the Company's ability to hire and/or retain qualified management and operational personnel; and the Company's ability to continue executing its business plan. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. InterCare DX, Inc. assumes no obligations to provide updates related to any forward-looking information. Source: InterCare DX, Inc Telephone: 310-242-5634 EX-99.2 3 ex99-2intercare.txt INTERCARE WEB COPY EXHIBIT 99.2 - ------------ COPY FOR WEB SITE - INTERCARE InterCare DX, Inc. (PINKSHEET:ICCO) has filed a Form 15 with the Securities and Exchange Commission (SEC), to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934. InterCare DX, Inc. expects that the deregistration will become effective 90 days after the filing with the SEC. To address shareholders' concerns, additional details concerning this corporate action are provided below and are also contained in an 8-K filed on October 29, 2008 with the Securities and Exchange Commission. InterCare DX, Inc. meets the requirements for deregistration having fewer than 500 registered shareholders of record and total assets under $10 million in each of the prior three fiscal years. As a result of the filing of the Form 15, InterCare DX obligation to file with the SEC certain reports and forms, including Forms 10-K, 10-Q, and 8-K, will immediately cease. In addition, the common stock of InterCare DX. will no longer be listed on the OTC Bulletin Board, but similar market information will be reported on the Pink Sheets LLC at www.pinksheets.com. According to Anthony C. Dike, M.D, InterCare DX Chairman and Chief Executive Officer, "The board of directors, after careful consideration, and in-depth analysis, has decided that the advantages of this course of action outweigh any of the disadvantages." Among the factors considered by the board of directors in reaching its decision were the substantial increase in costs and expenses that InterCare DX. would incur to remain in compliance with the Sarbanes-Oxley Act of 2002, particularly complying with Section 404 of the Act; the ongoing costs and expenses, both direct and indirect, associated with the preparation and filing of InterCare DX periodic reports with the SEC; and the additional need to use available resources in its business rather than to comply with regulatory requirements associated with being a public company. In addition to the significant time and cost savings resulting from deregistration, this action is intended to allow InterCare DX management to focus its attention and resources on the core business and the further development of InterCare DX. as a biomedical software development and technology company. In order to explain the deregistration process to the shareholders, InterCare DX has tried to anticipate some questions that shareholders may have once this deregistration has taken place. 1. Does "deregistration" mean that InterCare DX, Inc.. will no longer have public shareholders? No. In InterCare DX case, deregistering will have no effect upon your status as a shareholder. 2. How will the "deregistration" affect me as a public shareholder? InterCare DX, will not be required to file documents with the SEC. While InterCare DX. will continue to provide shareholders with certain information as discussed in item 4 below, you will likely not have the same amount of information regarding InterCare DX that you now have access to through SEC filings in the public record. There is a possibility that deregistration may adversely affect the market for your InterCare DX, stock. However InterCare DX stock may still be traded by these same market makers, if these brokers who now make a market in InterCare DX stock continue to do so. 3. Why has InterCare DX, Inc.. elected to "deregister"? InterCare DX board of directors considered carefully this important step in the InterCare DX history. It believes that the savings to be achieved from deregistration will be material. These savings arise from several sources, including not being required to file periodic reports with the SEC, decreased director and officer liability insurance costs, and, particularly, the savings related to no longer being required to comply with regulations adopted under the Sarbanes-Oxley Act passed in 2002. Like many small public companies, the trading volume of InterCare DX stock has been very low. 4. What information can I expect to receive about InterCare DX, Inc.. in the future? InterCare DX expects to provide its shareholders with periodic financial and operational information. The financial statements contained in these updates may be unaudited (this is another substantial savings the company can achieve by deregistering) and may not have the detail required of an SEC registered corporation. InterCare DX expects to continue to issue press releases concerning material developments though some events which were the subject of press releases in the past may not be included in future press releases. Where lawful, InterCare DX may elect to provide shareholders with certain information solely through its website, www.Intercare.com. InterCare DX website will continue to be a reliable source for information about the company. 5. How will I be able to trade in InterCare DX, Inc.. stock? We expect and hope that brokers who currently make a market in InterCare DX. stock will continue to do so in the future via www.pinksheets.com. Anthony C. Dike, Chairman/CEO InterCare DX, Inc Telephone: 310-242-5634 -----END PRIVACY-ENHANCED MESSAGE-----