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) January 31, 2014
CYCLONE POWER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Florida
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000-54449
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26-0519058
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601 NE 26
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Court, Pompano Beach, Florida
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33064
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Registrant’s telephone number, including area code: (954) 943-8721
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On January 31, 2014, Cyclone Power Technologies, Inc. (the “Company”) filed an amendment to its Articles of Incorporation (the “Amendment”) with the Florida Secretary of State to increase its authorized common stock to 900 million shares. The filing occurred 20 days after mailing a definitive Information Statement on Form 14C to the Company’s shareholders. The Amendment had been adopted on December 19, 2013 by unanimous vote of the Company’s Series B Preferred Shareholders, who collectively have the right to cast 51% of the votes necessary for adoption of matters brought before the common shareholders of the Company.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth under Item 5.03 of this Form 8-K is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
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3.09 |
Written Consent of the Shareholders in lieu of a Meeting, dated December 19, 2013 |
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3.10 |
Amendment to the Articles of Incorporation of the Company, dated January 31, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: February 4, 2014 |
CYCLONE POWER TECHNOLOGIES, INC. |
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By: |
/s/ Harry Schoell |
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Harry Schoell Chairman |
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Exhibit 3.09
WRITTEN CONSENT OF THE SHAREHOLDERS
OF
CYCLONE POWER TECHNOLOGIES, INC.
The undersigned, constituting the all of the holders of the Series B Preferred Stock (the “Preferred Stock”) of Cyclone Power Technologies, Inc., a Florida corporation (the “Corporation”), and as such, constituting a majority of the Corporation’s Common Stock, hereby approve and adopt the following resolutions by written consent in lieu of an annual meeting of shareholders of the Corporation as of the 19 th day of December, 2013, as permitted under Title XXXVI, Section 607.0704, of the Florida Statutes.
BE IT RESOLVED THAT :
That the Corporation’s Articles of Incorporation shall be amended to authorize a maximum of Nine Hundred Million (900,000,000) Shares of Common Stock, which is increased from Three Hundred Million (300,000,000) Shares, and the Corporation’s management is hereby authorized to (1) file an Information Statement with the SEC and, upon the expiration of the required waiting period, mail said Information Statement to the common shareholders of the Corporation, and (2) twenty days after said mailing, file Articles of Amendment reflecting this resolution with the Secretary of State of Florida.
The holders of the Preferred Stock, by virtue of the Corporation’s Certificate of Designation effective as of June 30, 2007, have voting rights, when combined with their existing holdings of the Corporation’s common stock, that entitle them to have an aggregate of 51% of the votes eligible to be cast by all shareholders with respect to all matters brought before a vote of the shareholders of the Corporation. As such, the aforewritten resolutions are hereby adopted and approved, and shall be filed with the minutes of the Corporation.
The undersigned have placed their signature hereto as of the 19 th day of December, 2013.
/s/ Harry Schoell
Harry Schoell
/s/ Frankie Fruge
Frankie Fruge
Exhibit 3.10
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
CYCLONE POWER TECHNOLOGIES, INC.
DOC # P07000069888
JANUARY 31, 2014
Pursuant to Section 607.1006 of the Florida Statutes, by majority vote of the shareholder and consent of the Board of Directors of Cyclone Power Technologies, Inc. (the “Corporation”), the Corporation does hereby amend its Articles of Incorporation as follows:
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(a) |
The name of the Corporation is Cyclone Power Technologies, Inc. |
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The date of adoption by consent of Shareholders representing a majority of the Common Stock of the Corporation, under Section 607.0704 of the Florida Statutes, approving this amendment was December 19, 2013. The number of votes cast for this amendment by the shareholders was sufficient for approval. |
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Amendment : The Board of Directors hereby increases the number of shares of Common Stock authorized from 300,000,000 (Three Hundred Million) to 900,000,000 (Nine Hundred Million). |
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The Effective date of this amendment is January 31, 2014. |
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All other terms, preferences, limitations and rights for the Common Shares shall remain the same. |
By order of the Board of Directors of the Corporation, these Articles of Amendment are hereby approved.
/s/ Harry Schoell
Harry Schoell
Director, January 31, 2014
/s/ Frankie Fruge
Frankie Fruge
Director, January 31, 2014
/s/ Joel Mayersohn
Joel Mayersohn
Director, January 31, 2014