8-K 1 int12178k.txt INTERCARE.COM-DX, INC., 8K FOR PERIOD 12/17/2002 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): December 11, 2002 Commission File Number: 333-57780 InterCare.com-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.) 900 Wilshire Avenue, Suite 500 Los Angeles, California 90017 (213) 627-8878 Fax: (213) 627-9183 (Address, Including Zip Code, And Telephone Number, Including Area Code, Of Registrant's Principal Executive Offices) 1 ITEM 1. Changes in Control of Registrant Not Applicable ITEM 2. Acquisition or Disposition of Assets Not Applicable ITEM 3. Bankruptcy or Receivership Not Applicable ITEM 4. Changes in Registrant's Certifying Accountant Not Applicable ITEM 5. Other Materially Important Events On December 11, 2002, the Board of Directors of the registrant by way of unanimous written Consent voted to approve the following Corporate resolutions: 1. Approval of the appointment of Dr. Wesley Bradford as the fifth member of the board of Directors of the Registrant. 2. Approval of the Proxy Statement for 2002 annual shareholder meeting. 3. Approval of the appointment of Mr. Jude Uwaezuoke as the chairman of the audit Committee of this Corporation. ITEM 6. Resignation of Registrant's Directors Not applicable ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. (None) (b) EXHIBITS. ITEM 8: Change in Fiscal year Not Applicable ITEM 9: Regulation FD Disclosure Not Applicable EXHIBIT ITEM. DESCRIPTION ------------ ------------- Exhibit 99.1 Written Consent of the Board of Directors approving the corporate resolutions. 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.com-dx, Inc. (Registrant) Date: December 11, 2002 By:/s/ Anthony C. Dike ------------------------- Anthony C. Dike (Chairman, Chief Executive Officer) 2 EXHIBIT 99.1 WRITTEN CONSENT OF THE BOARD OF DIRECTOR OF InterCare.com-dx, Inc. ---------------------- a California Corporation Pursuant to the authority of California Corporation Code, the undersigned, being members of the Board of Directors of InterCare.com-DX, Inc., a California corporation, does hereby adopt and consent to the following recitals and resolution: 1. Approval of the appointment of Dr. Wesley Bradford as the fifth member of the board of Directors of the Registrant. 2. Approval of the Proxy Statement for 2002 annual shareholder meeting. 3. Approval of the appointment of Mr. Jude Uwaezuoke as the Chairman of the Audit Committee of this Corporation. Item 1 : Approval of the appointment of Dr. Wesley Bradford as the fifth member of the board of directors of the registrant. WHEREAS, it has been presented to the board of directors, a proposal to approve the appointment of Dr. Wesley Bradford as the fifth member of the Board Directors. Dr Bradford consented to this appoint prior to the vote, and his resume was presented to the board of directors for comments, as well as the due diligence evaluation. Having met all the necessary criteria established in the corporate bye-laws, the board of directors voted unanimously to approve the appointment of Dr. Wesley Bradford as the fifth member of the board of Directors of the Registrant without any modification. Item 2 Approval of the Proxy Statement for 2002 annual shareholder meeting WHEREAS, it has been presented to the board of directors, a draft copy of the Proxy Statement for review and approval, with the following items listed for voting by the shareholders of Record as of January 31, 2002: WHEREAS, it is deemed advisable and in the best interest of this corporation and its shareholders that the items listed in the proxy statement be considered and voted upon by the shareholders.: 1. To elect four members of the Company's Board of Directors to serve for a one-year term; 2. To elect one member of the Company's Board of Directors to serve for a three year term as the Chairman of the Board of Directors. 3. To ratify the reappointment of Andrew Smith, CPA as the Company's independent certified public accountant for the fiscal year ending December 31, 2002; and 4. To consider and vote upon a proposal to re-approve the Company's 2001 Joint Incentive and Non-Qualified Stock Option Plan for the 2003 fiscal year; 5. To consider and vote upon an amendment to our amended articles of incorporation to effectuate a corporate name change to any of the following 1 InterCare DX Corporation 2 InterCare DX, Inc. Said name change is subject to the approval of California Secretary of State. 6. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. NOW THEREFORE BE IT RESOLVED, that the above listed items be approved for Inclusion in the 2002 Proxy statement to be voted upon by the shareholders. Item 3 : Approval of the appointment of Mr. Jude Uwaezuoke as the Chairman of the audit committee of this Corporation. WHEREAS, it has been presented to the board of directors, a proposal to approve the appointment of Mr. Jude Uwaezuoke as the Chairman of the audit Committee of this Corporation Mr. Uwaezuoke consented to this appoint 2 prior to the vote, and his resume was presented to the board of directors for comments, as well as the due diligence evaluation. Having met all the necessary criteria established in the audit committee charter of this corporation, the board of directors voted unanimously to approve the appointment of Mr. Jude Uwaezuoke as the Chairman of the audit committee of this Corporation without any further modifications. RESOLVED FURTHER, that the directors and officers of this corporation, and any of them, be, and they hereby are, authorized, empowered and directed for and on behalf of this corporation and in its name to execute, deliver and cause the performance of all such further documents and to take such further actions as such officer, or any of them, may in their discretion deem necessary, appropriate or advisable in order to carry out and perform the intent of the foregoing resolution. This Written Consent shall be filed in the minute book of this corporation and shall become part of the records of this corporation. Date: December 11, 2002 /s/ Anthony C. Dike ______________________________________ Anthony C. Dike, M.D., Chairman/CEO/Director /s/ Russ Lyon _____________________________________ Russ Lyon, President/CTO/Director /s/ Randall Maxey, M.D. _____________________________________ Randall Maxey, Director /s/ Jude Uwaezuoke ____________________________________ Jude Uwaezuoke, Director /s/ Wesley Bradford ____________________________________ Wesley Bradford, Director 4 3