Attached files
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| EX-4.1 - AMENDMENT TO SERIES A CERTIFICATE OF DESIGNATION - TARONIS TECHNOLOGIES, INC. | f8k051613ex4i_magnegas.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 16, 2013
MAGNEGAS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-51883
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26-0250418
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employee Identification No.)
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150 Rainville Road
Tarpon Springs, FL 34689
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (727) 934-3448
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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 3.03 Material Modification to Rights of Security Holders |
On May 16, 2013, an amendment to the Certificate of Designation (the “Amendment”) of the Company’s Series A Preferred Stock (“Series A”) was filed with the Delaware Secretary of State to require the vote, or written consent, of at least 51% of the outstanding shares of Series A in order to create, issue, repeal or modify any other series of the Company’s preferred stock.
The foregoing description of the Amendment is qualified in its entirety by the Amendment to the Series A Certificate of Designation filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
| Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
The disclosure set forth under Item 3.03 (Material Modification to Rights of Security Holders) is hereby incorporated by reference to this Item 5.03.
| Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number
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Description
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4.1
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Amendment to Series A Certificate of Designation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MAGNEGAS CORPORATION
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Date: May 16, 2013
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By:
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/s/ Ermanno Santilli
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Ermanno Santilli
Chief Executive Officer
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