Current Report Filing (8-k)
September 10 2013 - 2:44PM
Edgar (US Regulatory)
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 3, 2013
MedClean
Technologies, Inc.
Delaware
|
|
000-03125 |
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21-0661726
|
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
file
number) |
|
(IRS
Employer
Identification
No.) |
57
S. Commerce Way, Suite 310
Bethlehem,
PA 18017
(Address
of principal executive offices, including zip code)
(203)
798-1080
(Registrant’s
telephone number, including area code)
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:
[ ] 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)
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective
September 3, 2013, MedClean Technologies, Inc., a Delaware corporation (“MedClean” or the “Company”) (OTC
Pink: MCLN) entered into an Agreement and Plan of Merger (“Merger Agreement”), between the Company and BioMedical
Technology Solutions Holdings, Inc., a Colorado corporation (the “Company” or “BMTS”) (OTC Pink: BMTL).
The Merger Agreement, if consummated, would result in BMTS merging with and into MedClean, with MedClean being the surviving corporation
(the “Merger”) and with BMTS’s existing subsidiary, BioMedical Technology Solutions, Inc. (“BMTS Sub)
surviving as a wholly owned subsidiary of MedClean. Upon consummation of the Merger, all issued and outstanding shares of BMTS
common stock will convert into a number of shares of MedClean common stock which will represent, when issued, and after giving
effect to the Debt Conversions described below, 60% of the total issued and outstanding shares of MedClean (the “Exchange
Ratio”). The Merger will result in a change in control of MedClean. The Merger is subject to any dissenters’ rights
of the BMTS and MedClean shareholders.
Each
party’s obligation to close the transaction is subject to the satisfaction of certain conditions by the other party, including
in part (i) MedClean filing all delinquent reports under Section 13(a) of the Securities Exchange Act of 1934, as amended, (“Exchange
Act”), including audited and interim financial statements, (ii) BMTS completing the preparation of two years audited financial
statements complying with Regulation S-X under the Exchange Act, (iii) both MedClean and BMTS obtaining the agreements of their
respective creditors to convert substantially all outstanding liabilities to shares of common stock (the “Debt Conversions”),
which Debt Conversions will be given effect prior to determining the Exchange Ratio, (iv) the approval of the Merger by the shareholders
of both BMTS and MedClean, and (v) the preparation and effectiveness of a Registration Statement on Form S-4 registering for sale
of the shares of MedClean common stock issuable to the BMTS shareholders in the Merger, and (vi) complete and satisfactory due
diligence and other conditions customary in transactions of this nature. Each party may waive any of the other party’s obligations
that are conditions to closing and proceed to closing, however, there can be no assurance as to when the transaction can or will
be consummated. For a complete statement of the conditions to closing the transaction, please see the copy of the Merger Agreement
filed herewith as Exhibit 1.01 A.
Concurrently
with the execution of the Merger Agreement, BMTS and MedClean entered into a Management Agreement (“Management Agreement”),
whereby pending the closing of the Merger described above, MedClean has retained BMTS as Business Manager of MedClean to perform
the day to day business operations of MedClean. A copy of the Management Agreement is filed herewith as Exhibit 1.01 B.
ITEM
8.01: OTHER EVENTS
As
noted above, in connection with the contemplated transaction, MedClean is engaging its auditors to prepare all delinquent and
current financial reports. The Company anticipates that the information contained in its pre-merger reports will be negative.
Completion and filing of these reports is contingent upon the receipt of financing in connection with the contemplated transaction
sufficient for payment of the costs of the preparing and filing the reports.
ITEM
9.01: FINANCIAL STATEMENTS AND EXHIBITS
See Item
8.01 above.
EXHIBITS
Item |
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Title |
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1.01 A |
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Agreement and Plan of Merger dated effective September 3, 2013 |
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1.01 B |
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Management Agreement dated September 3, 2013. |
SIGNATURE
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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MedClean Technologies, Inc.
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Date: September 10, 2013 |
By: |
/s/ John R. Accardi |
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John
R. Accardi, President and
Chief
Executive Officer |