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 29, 2006
Commission File Number: 0-30018
MERIDIAN HOLDINGS, INC.
(Exact name of registrants specified in its charter)
COLORADO 52-2133742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6201 Bristol Parkway
Culver City, California 90230
(213) 627-8878 Fax: (310) 743-0581
(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
On December 28, 2006, the board of Directors of both CGI Communications
Services, Inc., and the registrant approved the merger of the registrant
with CGI Communication Services, Inc., a Delaware Corporation. Under the
terms of the proposed merger agreement subject to shareholders approval
and the filing of all required documentation with the relevant
governmental agencies and self-regulatory organizations,
the registrant will acquire all the outstanding shares of CGI
Communications Services, Inc., Common stock that it does not already
own, in exchange for issuance of equivalent number of shares of
registrant's common stock to all CGI Communications Services Share
holders of record as of December 28, 2006, based on the closing fair
market value of CGI Communications Services, Inc. Common Stock as
quoted in the PinkSheets Trading Market as of December 28, 2006.
Upon completion of the proposed merger, CGI Communications Services, Inc,
will become a wholly owned subsidiary of the registrant.
SECTION 4. Matters Relating to Accountants and Financial Statements
Not Applicable.
SECTION 5. Corporate governance and Management
On December 28, 2006, Mr. Robert Smith accepted the offer to serve as
Interim President and CEO of the registrant pending the completion of
the proposed merger of the registrant with CGI Communications Services,
Inc. Mr. Smith was formerly the executive Vice President and Chief
Operating Officer of Meridian Holdings, Inc.
Effective December 28, 2006, Anthony C. Dike, MD, will remain the Chairman
of the Board of Directors of the registrant until the new board of
directors are appointed and rectified by the shareholders.
SECTION 6. Reserved Not Applicable
SECTION 7. Regulation FD Not Applicable
SECTION 8: Other Events Not Applicable
SECTION 9: Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
c. Exhibits
EXHIBIT ITEM. DESCRIPTION
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Exhibit 16.1 - None
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.
Meridian Holdings, Inc.
(Registrant)
Date: December 29, 2006 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)