Current Report Filing (8-k)
September 29 2016 - 6:03AM
Edgar (US Regulatory)
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):
September 27, 2016
MAGNEGAS CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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001-35586
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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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11885 44th Street North
Clearwater, FL 33762
(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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On September 27, 2016, the Board of Directors (the “Board”)
of MagneGas Corporation (the “Company”) determined that the Company’s By-Law provision related to shareholder
written consents was not consistent with standard provisions of typical bylaws of public companies.
As a result, on September 27, 2016, the Board, pursuant to Article
VIII, Section 4 of the By-Laws, approved an amendment to Article II, Section 11 of the By-Laws, effective immediately, that changed
the approval threshold of shareholder written consents from unanimous written consent to the written consent of holders of outstanding
shares entitled to vote thereon having not less than the minimum number of votes that would be necessary to authorize or take such
action at a shareholder meeting at which all shares entitled to vote thereon were present and voted.
The text of the amendment to the By-Laws is attached as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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3.1
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Amendment
No. 1 to By-Laws of MagneGas Corporation.
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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: September 28, 2016
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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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