-----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, JeYCE9W97c88slLY907W+OxHeJHdtVPSq+IQzITNRASmcrksoGRtKWg+auVpTfvJ m4cjhUAmVYIfT2697LuUQQ== 0000899243-01-000620.txt : 20010320 0000899243-01-000620.hdr.sgml : 20010320 ACCESSION NUMBER: 0000899243-01-000620 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010312 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNACQ INTERNATIONAL INC CENTRAL INDEX KEY: 0000890908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 760375477 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21574 FILM NUMBER: 1572047 BUSINESS ADDRESS: STREET 1: 10304 INTERSTATE 10 EAST STREET 2: SUITE 369 CITY: HOUSTON STATE: TX ZIP: 77029 BUSINESS PHONE: 7136736639 MAIL ADDRESS: STREET 1: 10304 I-10 EAST STREET 2: SUITE 369 CITY: HOUSTON STATE: TX ZIP: 77029 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported) March 12, 2001 DYNACQ INTERNATIONAL, INC. (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) Nevada 0-20554 76-0375477 10304 I-10 East, Suite 369, Houston, Texas 77029 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (713)673-6432 Item 5. Other Events. The Board of Directors of the Company in the best interests of the Company and its shareholders unanimously authorize and declare as of February 27, 2001 a stock split effected as a 100% stock dividend on all issued shares of its common stock, $0.001 par value, whether outstanding or not, including its treasury shares, effective as of 5:00 p.m. on March 12, 2001 (the "Record Date") as to all shareholders of record as of such date and hereby authorize the proper officers of the Company to undertake, complete and execute all filings and notifications which may be required in connection herewith including NASDAQ, the SEC, the Secretary of State, and press releases as determined to be necessary in their sole discretion. Shareholders of record will receive their stock dividend certificate after March 16, 2001. NASDAQ trading ex-dividend date will be March 19, 2001 and Dynacq's trading symbol remains the same as "DYII". Item 7. Exhibits Exhibits. 99.1 Unanimous Consent of Board of Directors of Dynacq International, Inc. 99.2 Press release The Board of Directors of the Company in the best interests of the Company and its shareholders unanimously approved the issuance of 27,942 restricted common shares valued at $380,000 pursuant to the Merger Agreement in exchange for all the issued and outstanding shares including treasury shares of Surgi+Group, Inc., an outpatient surgical center development company in February, 2001. The acquisition of all the assets of Surgi+Group, Inc. will provide the Company access to the expertise and business opportunities of Surgi+Group, Inc., which will enhance the success of the Company's surgical center expansion statewide and nationwide. Among the assets are 12 business opportunities which include both existing and new surgical centers. For each existing surgical center prospect that the Company decides to acquire, the Company will pay Surgi+Group's shareholders a success fee of $170,000 or $170,000 worth of the Company's restricted common shares value at the date of closing with a 20% discount within the first twelve months period after the merger, and will pay $55,000 cash or $55,000 worth of the Company's restricted common shares value at the date of closing with a 20% discount within the next six months period. For each new surgical center prospect that the Compnay decides to develop, the Company will pay Surgi+Group's shareholders one half of the success fee at closing of the new joint venture entity and pay the remaining half of the success fee when the surgical center is completed and start operation during the eighteen months period after merger. 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. Dynacq International, Inc. (Registrant) /s/ Philip Chan Date : March 12, 2001 ---------------------------------- Philip Chan Chief Financial Officer, Vice President and Director EX-99.1 2 0002.txt CONSENT OF BOARD EXHIBIT 99.1 UNANIMOUS CONSENT OF BOARD OF DIRECTORS OF DYNACQ INTERNATIONAL, INC. WHEREAS, the Board of Directors of Dynacq International, Inc., a Nevada corporation (the "Company") believe it is in the best interests of the Company and its shareholders to declare as of the effective date hereof (the "Declaration Date") a stock split effected as a 100% stock dividend (the "Dividend") on all issued shares of its common stock, $0.001 par value (the "Common Stock"). NOW THEREFORE IT IS RESOLVED, that the Board of Directors hereby authorize and declare as of the Declaration Date a stock split effected as a 100% stock dividend on all issued shares of its Common Stock, whether outstanding or not, including its treasury shares, effective as of 5:00 p.m. on March 12, 2001 (the "Record Date") as to all shareholders of record as of such date and hereby authorize the proper officers of the Company to undertake, complete and execute all filings and notifications which may be required in connection herewith including with NASDAQ, the SEC, the Secretary of State, and press releases as determined to be necessary in their sole discretion. IN WITNESS, WHEREOF the undersigned have executed this Unanimous Consent effective as of February 27, 2001. DIRECTORS: /s/ Chiu M. Chan -------------------------- Chiu M. Chan /s/ Philip S. Chan -------------------------- Philip S. Chan /s/ Stephen L. Huber -------------------------- Stephen L. Huber /s/ Earl R. Votaw -------------------------- Earl R. Votaw EX-99.2 3 0003.txt PRESS RELEASE EXHIBIT 99.2 DYNACQ ANNOUNCES STOCK SPLIT EFFECTED AS A 100% STOCK DIVIDEND HOUSTON, TX-(BW HealthWire)--2/27/2001--Dynacq International, Inc. (NASDAQ:DYII) board of directors today approved a stock split effected as a 100% stock dividend on all issued common shares, whether outstanding or not, including its treasury shares, held of record as of March 12, 2001. This action follows the reported record setting earnings for fiscal 1999-2000. Mr. Chiu M. Chan, President and CEO of Dynacq, stated, "We are very excited by the tremendous success of the company. We have carefully planned our growth, and acquire only entities, like Piney Point, which are accretive to our bottom line. We believe this approach to be in the best interest of our company and its stockholders. The 100 % stock dividend is a reward to our shareholders in appreciation of their trust and support. We are especially grateful to those dedicated employees shareholders who have brought great success to the company and made this event possible. We offer this as a demonstration of our intent to strengthen our commitment to increase stock value and encourage wider distribution of Dynacq stock." Shareholders of record will receive their stock dividend certificate after March 16, 2001. NASDAQ trading ex-dividend date will be March 19, 2001 and Dynacq's trading symbol remains the same as "DYII". Dynacq International, Inc. operates high-quality and efficient, community- based, one-stop healthcare centers designed to meet the needs of physicians and their patients. Dynacq International, Inc. was recognized last year by the Houston Chronicle Newspaper as one of the top ten fastest-growing public companies in Houston. Wallstreet.com has recognized the company as being in the top 15% fastest- growing public companies in the country. Certain statements in this release are forward-looking. Although the company believes its expectations to be based on reasonable assumptions within the bounds of knowledge of its business and operations, there can be no assurance that actual operating results will not differ materially from these expectations. Please refer to the reports filed by the company with the Securities and Exchange Commission for a review of factors that may cause operating results to differ. Contact: Dynacq International, Inc. Philip Chan (713)673-6432 -----END PRIVACY-ENHANCED MESSAGE-----