Brookwinn
15 years ago
I haven't heard anything. I tried calling the transfer agent yesterday... he couldn't give me any further information other than what we already know from news releases. He directed me back to the Company, but the phone number he gave me was for Welltek.
I have a feeling that the Welltek folks still are holding the shell; it has been renamed to Nashville Records, but if it is going back to Gene, that process of changing officers, return of shares, etc. may take awhile. Just a thought on my part -- it may be that things have progressed further, but we won't know until it's official, I suspect. [Supposing Gene was paid money from the Welltek folks for his shares when the shell transferred, then I am supposing that the return of the shares to Gene would require a return of money to Welltek. That might become an issue if Gene doesn't have the money on hand right now. JMHO].
NL
Brookwinn
15 years ago
WellTek/MedX Group Completes Major Reorganization
Initiates Trading on the Over-The-Counter Bulletin Board Under Ticker Symbol “WTKN”
[There was a news release issued about this, but it had incorrect information in it so a correction note was issued by Welltek since - it concluded: If you have questions or require more information on WellTek, please contact Elite at 407-585-1080 or via email at WTKN@efcg.net.
About WellTek Incorporated
WellTek is a global health, fitness and wellness company that provides solutions to help address some of the world’s most pressing and costly health challenges—obesity and chronic neck and back pain. The Company’s subsidiary, MedX Limited, manufactures, markets and distributes the most advanced medical exercise equipment to the medical and fitness markets. Through its wholly owned subsidiary Pure HealthyBack, Inc., WellTek is redefining healthcare delivery by providing health plans, self-insured employer groups, and consumers with a viable non-surgical, lower cost treatment for patients who are seeking lasting relief from chronic neck and back pain. The Company also owns and operates lime Fitness, Inc., a high-end fitness and exercise studio specializing in lifestyle fitness coaching designed to facilitate life, image and mind enrichment. For more information on the Company, please visit www.WellTekinc.com.
Brookwinn
15 years ago
Yes, that Pharmacity document is pretty complicated, and I was looking at it the other day and could not figure out which way it was working relative to the Nashville shares. Then the next thing I noticed was that the ticker had changed to NRCD on I-Hub. I did a Google search and discovered the news release put out by Gene.
So the shell in which former NSHV shareholders hold shares (if they still have them) no longer has anything to do with Welltek. It is back to Nashville Records (at least in name - the assets were stripped out so it is just an empty shell, to the best of my knowledge). The news release says it will be mostly dormant, so there is no new value here now, IMO.
NL
dayneyus
15 years ago
FORM 8-K
REPORT DATED 9-14-09
UNITED STATES
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) September 14, 2009
PHARMACITY INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 333-157360 98-0610431
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Jivova Street 26/8a
Ternopil, Ukraine 46001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-380-506-081534
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
<PAGE>
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Pharmacity Corporation (the "Company") has entered into an Agreement and Plan of
Merger (the "Agreement") pursuant to which MedX Systems, Inc., a Florida
corporation ("MedX") will merge with and into a newly formed wholly owned
subsidiary of the Company named WI Acquisition, Inc. (the "Subsidiary"). The
Subsidiary will be the surviving entity in the merger. Immediately prior to the
closing of the merger the name of the Company will be changed to Welltek
Incorporated, the Company's authorized common stock will be increased to 200
million shares, and a 40 for 1 forward split of the Company's issued and
outstanding common stock will be effectuated. Concurrently with the closing of
the merger each share of MedX common stock issued and outstanding will be
converted into 5.4127574 shares of Company common stock. The closing of the
merger is subject to standard conditions to closing, as set forth in the
Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
2 Agreement and Plan of Merger
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: September 15, 2009 Pharmacity Corporation
By: /s/ Paul Schmidt
-----------------------------------
Paul Schmidt
Assistant Secretary
dayneyus
15 years ago
Please critique this for accuracy:
Shares of Common Stock due to Purchaser's prior to forward split
calculation:
404,000 shares OS
x .135319
54668.876 shares
Post split 54668.876 * 40 = 2590755.04 shares
This should bring the issued and outstanding equal to 2590755.04 shares.
From the CURRENT REPORT
DATED 9-14-09
FORM 8-K
CURRENT REPORT
4.4 Capitalization.
(a) The authorized capital stock of the Company consists solely of
75,000,000 shares of Company Common Stock, par value $0.00001 per share. There
are 2,404,000 shares of Company Common Stock outstanding, of which 2,000,000
shares are being canceled concurrently with the Closing. No shares of Company
Common Stock are held as treasury shares.
...each share of Purchaser Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into the right to
receive 0.135319 shares of Company Common Stock pre-Forward Split, or 5.4127574
shares of Company Common Stock post-Forward Split,...
Immediately prior to the closing of the merger the name of the Company will be changed to Welltek Incorporated, the Company's authorized common stock will be increased to 200 million shares, and a 40 for 1 forward split of the Company's issued and outstanding common stock will be effectuated. Concurrently with the closing of the merger each share of MedX common stock issued and outstanding will be converted into 5.4127574 shares of Company common stock. The closing of the merger is subject to standard conditions to closing, as set forth in the Agreement.
Brookwinn
15 years ago
They didn't answer their phone or return my call when I tried, so it is anyone's guess. I am figuring that they will do something with this shell at some point down the road. I doubt it will be Welltek - that is probably out of the picture by now or something further would have happened by now, IMO. It is also likely that there will be a scad of new shares issued when something does happen, making our former holdings mostly worthless. I hope my pessimism turns out to be unwarranted, but not likely. Time to move on and focus on better things, I think.
NL