Attached files
| file | filename |
|---|---|
| EX-3.1 - CLX MEDICAL, INC. | ex3-1.htm |
| EX-10.2 - CLX MEDICAL, INC. | ex10-2.htm |
| EX-10.1 - CLX MEDICAL, INC. | ex10-1.htm |
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: April, 27 2010
Date of
Earliest Event Reported: March 5, 2010
CLX MEDICAL,
INC.
(Exact
name of registrant as specified in its charter)
|
Colorado
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000-09392
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84-0749623
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1014 East 53rd
Street, Austin, TX 78751
(Address
of principal executive offices)(Zip Code)
(512)
554-4200
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:
|
[__]
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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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On or
around March 11, 2010, CLX Medical, Inc. (the “Company,” “we,” and “us”) entered into a
Letter of Intent with Stealth Trucking, Inc. (“Stealth”) and its
CEO, and 25% owner Jose Chavez (who subsequently became the Company’s sole
officer, Director and majority shareholder, as described
below). Pursuant to the Letter of Intent, the Company and Stealth
agreed to pursue a merger or similar transaction between the parties (the “Merger”); Mr. Chavez
was to become the Chief Executive Officer and President of the Company, which
has been affected as discussed below; Mr. Chavez was to be issued shares of
Series C Preferred Stock (as described below), which would provide him majority
voting control over the Company, and which would be held in escrow pending the
Merger (the “Preferred
Shares”), which has been affected as discussed below; the Company issue
shares of common stock prior to the potential Merger in satisfaction of some
outstanding debt of the Company; and the Preferred Shares were to be subject to
cancellation if the Merger was not effective or substantially in process within
six months of the date of the parties entry into the Letter of
Intent.
The
Company has not finalized the terms of and/or affected the Merger to
date. The Company plans to file a Form 8-K describing the terms and
conditions of the final Merger transaction, if and/or when
affected.
On or
around March 5, 2010, the Company entered into a Convertible Promissory Note
with Michael Chavez, the son of Jose Chavez, in the amount of $190,000, which
replaced and superseded a previous promissory note dated December 19, 2005 (the
“Note”). The
Note is payable on December 31, 2010, bears interest at the rate of 8% per
annum, and is convertible at the option of the holder at a conversion price
equal to 20% of the average closing price of the Company’s common stock on the
Pinksheets.com for the five trading days prior to any notice to convert such
Note, provided that if the Company’s common stock has not traded at least five
days out of the prior ten business days, the conversion price equals the average
closing price of the days such common stock traded during such ten day
period. The Note is not able to convert into more than 4.99% of the
Company’s common stock at any one time, subject to 61 days prior written notice
from the holder.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On or
around March 5, 2010, the Company entered into the Note, described
above.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
In April
2010, the Company issued 1,000 shares of the Company’s newly designated Series C
Preferred Stock (as described below)(the “Preferred Shares”) to
Jose Chavez in connection with the pending Merger, and in consideration for
among other things, Mr. Chavez agreeing to become an officer and Director of the
Company (as described below). We claim an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended, for the
above issuance, since the issuance did not involve a public offering, the
recipient took the securities for investment and not resale and we took
appropriate measures to restrict transfer.
ITEM
5.01 CHANGES IN CONTROL OF REGISTRANT.
In
connection with the issuance of the Preferred Shares to Jose Chavez, which
Preferred Shares have Super Majority Voting Rights as described below; Mr.
Chavez obtained voting control of 51% of the Company’s voting securities and
therefore voting control over the Company.
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On or
around April 2, 2010, the Board of Directors, then consisting solely of Robert
McCoy, increased the number of Directors of the Company from one to two,
consistent with the Bylaws of the Company, and appointed Jose Chavez as a
Director of the Company, to fill the vacancy.
The Board
of Directors, then consisting of Mr. McCoy and Mr. Chavez, approved the
designation of 1,000 shares of the Company’s Series C Preferred Stock (as
described below), and the issuance to Mr. Chavez of such 1,000 shares of the
Company’s Series C Preferred Stock (subject to the requirement that such shares
be held in escrow pending the finalization of the Merger, as described
above).
Thereafter,
Mr. McCoy resigned as a Director and officer of the Company, and Mr. Chavez was
appointed as the Company’s Chief Executive Officer, President, Treasurer and
Secretary.
Mr.
Chavez’s biographical information is below:
Jose
Chavez, Age 59
Mr.
Chavez has served as the Chief Executive Officer of Stealth since February
2009. Since June 2002, Mr. Chavez has served as the President of
Realty Texas. From January 2002 to August 2005, Mr. Chavez served as
Chief Executive Officer of CCM Manufacturing Technologies. From 1993
to 2001, Mr. Chavez served as Chief Executive Officer and Chairman of the Board
of Directors of Micro Media Solutions. From 1989 to 1992, Mr. Chavez
served as manufacturing manager for Compuadd Computers Inc. From 1984
to 1988, Mr. Chavez served a President and Chief Executive Officer of Technical
Development Systems Inc. From 1975 to 1983, Mr. Chavez served as a
field engineer/instructor with Hughes Aircraft.
Mr.
Chavez obtained a Bachelors of Science degree from the University of Texas El
Paso in Electrical Engineering in 1975 and a Masters degree from University
Redlands in 1981.
Mr.
Chavez’s son, Michael Chavez, holds a Convertible Promissory Note in the Company
(as described above) and is the Company’s largest creditor.
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On or
around April 2, 2010, the Board of Directors approved the designation of 1,000
shares of our Series C Preferred Stock, which designation was filed with the
Secretary of State of Colorado on April 2, 2010.
The
Series C Preferred Stock has no dividend rights, no liquidation preference, no
redemption rights and no conversion rights. The 1,000 shares of Series C
Preferred Stock have the right, voting in aggregate, to vote on all shareholder
matters equal to fifty-one percent (51%) of the total vote (the “Super Majority Voting
Rights”). For example, if there are 22,050,000 shares of the Company's
Common Stock issued and outstanding at the time of a shareholder vote, the
holders of Series C Preferred Stock, voting separately as a class, will have the
right to vote an aggregate of 22,950,000 shares, out of a total number of
45,000,000 shares voting. Additionally, the Company shall not adopt any
amendments to the Company's Bylaws, Articles of Incorporation, as amended, make
any changes to the Certificate of Designations establishing the Series C
Preferred Stock, or effect any reclassification of the Series C Preferred Stock,
without the affirmative vote of at least 66-2/3% of the outstanding shares of
Series C Preferred Stock. However, the Company may, by any means authorized by
law and without any vote of the holders of shares of Series C Preferred Stock,
make technical, corrective, administrative or similar changes to such
Certificate of Designations that do not, individually or in the aggregate,
adversely affect the rights or preferences of the holders of shares of Series C
Preferred Stock.
Jose
Chavez, the Company’s sole officer and Director holds all 1,000 shares of the
Company’s Series C Preferred Stock.
-3-
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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EXHIBIT NO.
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DESCRIPTION
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3.1*
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Series
C Preferred Stock Designation
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10.1*
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Letter
of Intent with Stealth Trucking, Inc.
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10.2*
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Convertible
Promissory Note with Michael Chavez
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* Filed
herewith.
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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CLX MEDICAL, INC.
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Date:
April 27, 2010
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By: /s/
Jose Chavez
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Jose
Chavez
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Chief
Executive Officer
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