- Current report filing (8-K)
December 06 2011 - 2:47PM
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): December 6,
2011 (December 5, 2011)
TEC TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-53432
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13-4013027
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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incorporation or organization)
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Xinqiao Industrial Park
Jingde County
Anhui Province 242600
Peoples Republic of China
(Address of principal executive offices)
(86) 563 8023488
(Registrant's telephone number,
including area code)
(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):
[ ] 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 5.07 Submission of Matters to a Vote
of Security Holders
On December 5, 2011, Mr. Hua Peng Phillip Wong, being the
record holder of 17,797,372 shares of the common stock, $0.001 par value per
share (the Common Stock), of TEC Technology, Inc. (the Company), constituting
58.97% of the issued and outstanding shares of the Companys Common Stock, the
sole class of the Companys voting securities, adopted resolutions approving a
change of the Companys domicile from Delaware to Nevada (the
Reincorporation), to be accomplished by (i) incorporating a new wholly-owned
subsidiary of the Company in Nevada to be named TEC Technology, Inc. (TEC
Nevada) and (ii) merging the Company with and into TEC Nevada, with TEC Nevada
continuing as the surviving entity, pursuant to the terms set forth in an
agreement and plan of merger to be entered into between the Company and TEC
Nevada (Plan of Merger). On such date, there were 30,181,552 shares of the
Companys Common Stock issued and outstanding with the holders thereof being
entitled to cast one vote per share.
The Companys Board of Directors approved the Reincorporation
and Plan of Merger and recommended them for submittal to stockholders on
December 5, 2011. The Company intends to file the requisite Information
Statement on Schedule 14C, pursuant to Section 14(c) of the Securities Exchange
Act of 1934, as amended, and the regulations promulgated thereunder, with the
SEC within a week. The Reincorporation will become effective following execution
of the Plan of Merger and the filing of a Certificate of Ownership and Merger
with the Secretary of State of the State of Delaware and Articles of Merger with
the Secretary of State of the State of Nevada, which will be filed approximately
twenty (20) days after such Information Statement is first mailed to the
Companys stockholders.
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.
Dated: December 6, 2011
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TEC TECHNOLOGY, INC.
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By: /s/Chun Lu
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Chun
Lu
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Chief
Executive Officer
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