UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)   March 5, 2009

 

PURADYN FILTER TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

001-11991

14-1708544

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

2017 High Ridge Road, Boynton Beach, FL

33426

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code   (561) 547-9499

 

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):

 

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))


 
 


Item 5.03       Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 5, 2009 Puradyn Filter Technologies Incorporated filed a Certificate of Amendment to its Certificate of Incorporation increasing the number of authorized shares of its common stock from 40,000,000 shares to 50,000,000 shares effective close of business on March 25, 2009. The par value of the common stock did not change as a result of this charter amendment.

 

The Certificate of Amendment were adopted by our Board of Directors on January 30, 2009, and by the holders of a majority of our outstanding common stock by the written consent dated March 4, 2009, all as described in greater detail in our definitive Information Statement on Schedule C as filed with the Securities and Exchange Commission on March 4, 2009.

 

Item 9.01       Financial Statements and Exhibits.

 

(d)  

Exhibits

 

Exhibit No.

Description

 

 

3.4

Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware on March 5, 2009.

 

 

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.

 

 

PURADYN FILTER TECHNOLOGIES INCORPORATED

 

 

 

Date: March 16, 2009

By:

/s/ Joseph V. Vittoria

 

 

Joseph V. Vittoria,
Chairman and CEO

 

 







2


EXHIBIT 3.4

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:33 PM 3/05/09

Filed 12:53 PM 03/05/09

SRV 090240151 - 2153143 FILE

 

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

OF

PURADYN FILTER TECHNOLOGIES INCORPORATED

(A Delaware Corporation)

 

Pursuant to Section 242 of the Delaware General Corporation Law, the undersigned, being the Chairman and Chief Executive Officer of Puradyn Filter Technologies Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that the following resolutions were adopted by the Corporation’s Board of Directors and its stockholders as hereinafter described:

 

RESOLVED , that the Certificate of Incorporation of the Corporation, as amended, shall be further amended by deleting the first paragraph of Article V Capital Stock and replacing it as follows:

 

The aggregate number of shares of all classes of capital stock which the Corporation has authority to issue is 50,500,000 of which 50,000,000 are to be shares of Common Stock, $.001 par value per share, and of which 500,000 are to be shares of Preferred Stock, $.001 par value per share. The shares may be issued by the Corporation from time to time as approved by the Board of Directors of the Corporation without the approval of the stockholders.

 

FURTHER RESOLVED, except for the deletion and substitution of the first paragraph of Article V Capital Stock of the Corporation’s Certificate of Incorporation, as amended, all other provisions of the Corporation’s Certificate of Incorporation, as amended, shall remain in full force and effect.

 

FURTHER RESOLVED , that this Certificate of Amendment shall be effective as of the close of business on March 25, 2009.

 

The foregoing resolution and this Certificate of Amendment were adopted by the Board of Directors of the Corporation pursuant to a written consent of the Directors of the Corporation dated January 30, 2009 in accordance with Section 141 of the Delaware General Corporation Law, and by the written consent dated March 4, 2009 of the holders of shares of the Corporation’s voting stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted in accordance with Section 228 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF , the Corporation has caused this certificate to be signed by Joseph V. Vittoria, its Chief Executive Officer, this 5th day of March, 2009.

 

 

 

 

Puradyn Filter Technologies Incorporated

 

 

 

 

By:

/s/ Joseph V. Vittoria

 

Joseph V. Vittoria, Chairman and CEO