Attached files
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| EX-10.1 - AMERICAN POWER CORP. | ex10_1.htm |
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): July 9, 2010
AMERICAN
POWER CORP.
(F/K/A
TEEN GLOW MAKEUP, INC.)
(Exact
Name of Registrant as Specified in Charter)
NEVADA
(State
or other jurisdiction of incorporation or organization)
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333-151517
(Commission
File Number)
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26-0693872
(IRS
Employer Identification Number)
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16
Market Square Centre
1400
16th Street, Suite 400
Denver
– CO 80202
Tel:
720.932.8389
Fax:
720.222.5151
(Address
of principal executive offices)
Copies
to:
JPF
Securities Law, LLC
19720
Jetton Road
Suite
300
Cornelius,
NC 28031
Tel:
704-897-8334
Fax:
270- 897-8338
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive
Agreement
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Item
9.01 Financial Statements and Exhibits
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Exhibit
10.1 Agreement and Plan of Merger
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Signatures
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Item
1.01 Entry into a Material Definitive Agreement
Due to a
sudden internal policy shift at the Financial Industry Regulatory Authority
(“FINRA”), our recent name change and forward stock split did not result in a
ticker symbol change to letters that accurately reflect our new name “American
Power Corporation”. Accordingly, the Board of Directors believes it
is in the best interest of the company to restructure such that FINRA’s internal
policies governing Over the Counter Bulletin Board companies will allow us to
receive a new ticker symbol that accurately reflects the new name of our
organization. The board believes this action will help to minimize
investor confusion and position the company to conduct business in the future
with a ticker symbol that corresponds to the actual name of our
organization.
As a
result of the foregoing, American Power Corporation (the “Corporation”) and
American Power Merger Corporation (“APMC”), a Nevada corporation and subsidiary
of the Company, entered into an Agreement and Plan of Merger (“Merger
Agreement”) effective as of July 9, 2010.
Pursuant to the Merger
Agreement,APMC, a
subsidiary of the Corporation, merged with and into the Corporation, pursuant to
the laws of the State of Nevada (the “Merger”) as hereinafter provided, so that
the separate existence of APMC ceased, and thereupon APMC and the Corporation
became a single corporation (the “Surviving
Corporation”), which
shall continue to exist under the name American Power Corporation, and be
governed by, the laws of the State of Nevada.
The
Merger shall become effective on the date that a Certificate of Ownership and
Merger with respect to the Merger, is accepted for filing by the Office of the
Secretary of State of Nevada (the “Effective Time”) and
all other filings or recordings required by the Nevada Revised Statutes in
connection with the Merger are made.
Upon
the effectiveness of the Merger, the Surviving Corporation shall adopt a
Certificate of Incorporation that: (a) provides a capital structure
that does not enhance or diminish the relative positions of the outstanding
shares; (b) does not adversely affect any class of securities; and (c) provides
usual and customary rights, privileges and responsibilities, including the right
to indemnification of officers and directors, that are customarily available to
the officers and directors of a Nevada corporation, and the Bylaws, each of
which is hereby authorized and approved for adoption by the Surviving
Corporation.
Immediately
following the Effective Time of the Merger, the members of the board of
directors and officers of the Corporation immediately before the Effective Time
of the Merger shall be the members of the Board of Directors and corresponding
officers of the Surviving Corporation.
At the
Effective Time, the name of the Surviving Corporation shall continue to be
American Power Corporation.
At the
Effective Time, the Corporation shall continue in existence as the Surviving
Corporation, and without further transfer, succeed to and possess all of the
rights, privileges and powers of APMC, and all of the assets and property of
whatever kind and character of APMC shall vest in the Surviving Corporation
without further act or deed; thereafter, the Surviving Corporation, shall be
liable for all of the liabilities and obligations of APMC, and any claim or
judgment against APMC may be enforced against the Surviving Corporation in
accordance with Section 92A.200 of the Nevada Law.
The
foregoing summaries are qualified in their entirety by reference to the full
text of the Agreement and Plan of Merger, which is filed herewith as exhibit
10.1.
Item 3.03
Material Modification to Rights of Security Holders
Although
this transaction will not enhance or diminish the relative positions or rights
of the outstanding shareholders, you will be asked to exchange your existing
stock certificate for a new stock certificate with a new CUSIP
number.
No pro
rata issuance in exchange for the shares of stock of APMC issued and outstanding
immediately prior to the Effective Time of the Merger shall be made, and such
shares shall be surrendered and extinguished.
Each
share of common stock, par value $0.001 per share of the Corporation which shall
be issued and outstanding immediately prior to the Effective Time shall be
exchanged on a 1:1 pro rata basis for new shares of common stock, par value
$0.001 per share in the Surviving Corporation, and from and after the Effective
Time, the holders of all said issued and outstanding shares of stock of
Corporation shall automatically become holders of shares of the Surviving
Corporation, whether or not certificates representing said shares are then
issued and delivered.
After the
Effective Time of the Merger, each holder of record of any outstanding
certificate or certificates theretofore representing stock of the Corporation
may surrender the same to the Surviving Corporation at its offices at 16 Market
Square Centre, 1400 16th Street, Suite 400, Denver, CO 80202 or such other
office location as the Surviving Corporation may establish or maintain, and such
holder shall be entitled upon such surrender to receive in exchange therefor a
certificate or certificates representing the number of shares of common stock of
the Surviving Corporation equal to the product of 1 and the number of shares of
common stock of the Corporation represented by such surrendered certificates
(the “Conversion Amount”). Until so surrendered, each outstanding certificate,
which prior to the Effective Time of the Merger represented one or more shares
of stock of the Corporation, shall be deemed for all corporate purposes to
evidence ownership of shares of stock of the Surviving Corporation equal to the
Conversion Amount.
(d)
Exhibits.
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.
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American
Power Corp. (F/K/A Teen Glow Makeup, Inc.)
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DATED:
July 13, 2010
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By:
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/s/ Johannes
Petersen
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Johannes
Petersen, President
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Exhibit
Index