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 1, 1997
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T/F PURIFINER, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11991 14-1708544
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3020 High Ridge Road, Suite 100, Boynton Beach, Florida 33426
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 547-9499
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5 - OTHER EVENTS
Effective January 1, 1997, the Company amended its Certificate of
Incorporation to effectuate a 2.5:1 forward stock split of its outstanding
Common Stock following approval of a majority in interest of the voting capital
stock of the Company. The payout or distribution date for the additional shares
of Common Stock will take place on January 14, 1997. As a result, the
ex-dividend date relative to the forward stock split will occur on January 15,
1997 and the due bill date will be January 17, 1997. Effective on the ex-
dividend date, the outstanding Common Stock of the Company will trade on a basis
giving effect to the 2.5:1 forward stock split.
In December 1996, the Company accepted subscriptions aggregating
$2,400,000 for 396,652 shares of its Common Stock in a private placement of its
securities. The Company is obligated to register such securities under the
Securities Act of 1933 in certain circumstances.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit:
(1) Certificate of Amendment to Certificate of Incorporation
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
T/F PURIFINER, INC.
By: /s/Richard C. Ford
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Richard C. Ford, President
January 8, 1997.
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Certificate of Amendment to Certificate of Incorporation
PAGE 1
State of Delaware
Office of the Secretary of State
____________________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "T/F PURIFINER, INC.", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECEMBER,
A.D. 1966, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.
SEAL
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Edward J. Freel, Secretary of State
2153143 8100 AUTHENTICATION: 8267041
960387597 DATE: 12-31-96
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
T/F PURIFINER, INC.
T/F Purifiner, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporations have adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED, that the Certificate of Incorporation of T/F Purifiner, Inc. be
amended by changing Article V thereof, so that, as amended, said Article shall
be and read as follows:
ARTICLE V
Capital Stock
The aggregate number of shares of all classes of capital stock which the
Corporation has authority to issue is 20,500,000 of which 20,000,000 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 except as
otherwise provided in this Article V or the rules of a national securities
exchange if applicable.
A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and series (if
any) of capital stock, and the qualifications, limitations or restrictions
thereof, are as follows:
A. COMMON STOCK. Except as provided in this Certificate, the holders
of the Common Stock shall exclusively possess all voting power. Each holder of
shares of Common Stock shall be entitled to one vote for each share held by such
holder, except as otherwise expressly set forth in this Certificate.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preferences over the Common Stock as to the payment of dividends, the full
amount of dividends and sinking fund or retirement fund or other retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then dividends may be paid on the Common Stock, and on any
class or series of stock entitled to participate therewith as to dividends, out
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of any assets legally available for the payment of dividends, but only when and
as declared by the Board of Directors of the Corporation.
In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the Common Stock in any such event, the full preferential amounts to which
they are respectively entitled, the holders of the Common Stock and of any class
or series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, to redeem the remaining assets
of the Corporation available for distribution, in cash or in kind.
Effective as of the effective date of this Amendment, each share of Common
Stock, $.001 par value per share, outstanding before the effective date of the
Amendment will be changed into two and one-half (2.5) fully paid and
nonassessable shares of Common Stock $.001 par value per share; and that after
the effective date of the Amendment each holder of record of one or more
certificates representing shares of the old Common Stock shall be entitled to
receive an additional certificate or certificates representing the proportionate
number of additional shares of new Common Stock. If a stockholder shall be
entitled to a number of shares of new Common Stock which is not a whole number,
then the fractional interests of .5 of New Common Stock will be rounded up to
the next highest share, and fractional interests of less than .5 of New Common
Stock will be reduced down to the next nearest share. The authorized number of
shares of Common Stock and of Preferred Stock shall not be affected by this
Amendment.
Each share of Common Stock shall have the same relative powers,
preferences and rights as, and shall be identical in all respects with, all the
other shares of Common Stock of the Corporation, except as otherwise expressly
set forth in this Certificate.
B. PREFERRED STOCK. Preferred Stock may be issued from time to time in
one or more series, each of such series to have such powers, vote designations,
preferences, qualifications, limitations, restrictions, participation, options
or other relative or special rights, as are stated and expressed herein or, to
the extent permitted by law, in the resolution or resolutions providing for the
issuance of such series, as adopted by the Board of Directors. The Board of
Directors is hereby expressly empowered, subject to the provisions of this
Paragraph, to provide for the issuance of Preferred Stock from time to time in
one or more series and to fix, as to such series, by resolution or resolutions
providing for the issuance of such series:
(1) the number of shares to constitute such series and the title or
designation of the series;
(2) the rate of dividend, whether or not cumulative, and the extent
of further participation in dividends or distributions, if any;
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(3) the price and the terms and conditions, if any, upon which
shares of such series are redeemable;
(4) whether or not the shares of such series shall be subject to
sinking fund provisions for the redemption or purchase of
shares;
(5) the amount, if any, payable upon shares in event of voluntary
or involuntary liquidation of the Corporation;
(6) the terms and conditions, if any, on which shares of such
series are convertible;
(7) the voting power, if any, of such series by determining the
votes (or fraction of a vote) per share and the elections or
events upon which such series may be voted, or may determine
to restrict or eliminate entirely the right of such series to
vote;
(8) such other powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, as and to
the extent permitted by law.
Each share of each series of Preferred Stock shall have the same relative
powers, preferences and rights as, and shall be identical in all respects with,
all the other shares of the Corporation of the same series, except as otherwise
expressly set forth in this Certificate or any amendment thereto.
SECOND: That in lieu of a meeting and vote of stockholders, the holders of
outstanding shares of Common Stock having not less than the minimum number of
votes which would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted have given
their written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Section 242 and Section 228 of the General
Corporation Law of the State of Delaware.
FOURTH: That the aforesaid amendments shall not become effective until
January 1, 1997.
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IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Richard C. Ford, its President, and attested by Richard J. Ford, its
Secretary this 30 day of December, 1996.
T/F PURIFINER, INC.
SEAL
By: /s/Richard C. Ford
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Richard C. Ford, President
ATTEST:
By: /s/Richard J. Ford
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Richard J. Ford, Secretary
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