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EX-99.1 CHARTER - MedClean Technologies, Inc.ex99-1.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 (Date of earliest event reported): January 3, 2013

 

MedClean Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-03125   21-0661726
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification Number)

 

57 S Commerce Way

Suite 310 

Bethlehem, Pennsylvania 18017

(Address of principal executive offices, including zip code)

 

(203) 798-1080

(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:

 

[  ] 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 3.03 Material Modification to Rights of Security Holders

 

On January 3, 2013, MedClean Technologies, Inc. (the “Corporation”) filed a certificate of designations, rights and preferences (the “Certificate of Designation”) with the Secretary of State of the State of Delaware pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Series D Preferred Stock. Among other things, each one (1) share of the Series D Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series D Preferred shall be equal to 102,036 (((0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

 

The foregoing description of the Series D Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by, the Certificate of Designation, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
     
99.1   Certificate of Designations, Rights and Preferences of Series D Preferred Stock filed with the Secretary of State of the State of Delaware on January 3, 2013

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MEDCLEAN TECHNOLOGIES, INC.
     
Dated: February 1, 2013 By: /s/ David Laky
  Name: David Laky
  Title: Executive Chairman