SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 3, 1998
THE TIREX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-17598-NY 22-2824362
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
740 St. Maurice, Suite 201
Montreal, Quebec H3C 1L5
(Address of principal executive offices) (Zip Code)
(514) 878-0727
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. Other Events
Effective February 3, 1998, the certificate of incorporation of the Company
was amended so as to change the amount of capital stock, which the Company is
authorized to issue, from 70,000,000 shares of Common Stock, par value $.001 per
share to 69,900,000 shares of Common Stock, par value $.001 per share and
100,000 shares of Open Stock, par value $.001 per share, and to invest in the
Board of Directors the power to designate the Open Stock in one or more classes
and/or series, with such rights and preferences as the Board of Directors shall
determine.
In accordance with the Delaware General Corporation Law, Section 228(a), on
January 31, 1998, the holders of record of approximately 52.7% of the issued and
outstanding shares of common stock, $.001 par value, of the Company, in person
or by proxy, by their consent in writing authorized, approved and adopted a
resolution respecting the amendment of the Company's certificate of
incorporation.
The foregoing amendment has no effect on any shares currently issued and
outstanding.
ITEM 7. EXHIBITS
Exhibits filed as part of this Report are as follows:
Exhibit 3. Certificate of Amendment to the Certificate of Incorporation, filed
with the Secretary of State of Delaware on February 3, 1998
Exhibit 20. Notice to Shareholders, dated February 4, 1998
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.
TIREX AMERICA INC.
Dated: February 16, 1998 By /s/ Terence C. Byrne
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Terence C. Byrne, President
2
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
THE TIREX CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
The Tirex Corporation.
2. The certificate of incorporation is hereby amended by deleting Article
FOURTH in its entirety and by substituting in lieu of said Article FOURTH the
following:
"FOURTH: The aggregate number of shares of all classes of the capital stock
which the corporation shall have the authority to issue is seventy million
(70,000,000) of which sixty-nine million, nine hundred thousand
(69,900,000) shares shall be common stock, par value $.001 per share and
one hundred thousand (100,000) shares shall be Open Stock, par value $.001
per share. Shares of Open Stock may be issued from time to time in one or
more classes or one or more series, within any class thereof, in any manner
permitted by law, as determined from time to time by the board of directors
or by the executive committee of the board of directors and stated in the
resolution or resolutions providing for the issuance of such shares adopted
by the board of directors pursuant to authority hereby vested in it, each
class or series to be appropriately designated, prior to the issuance of
any shares thereof, by some distinguishing letter, number, designation or
title. All shares of stock in such classes or series may be issued for such
consideration and have such voting powers, full or limited, or no voting
powers, and shall have such designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, permitted by law, as shall be stated
and expressed in the resolution or resolutions providing for the issuance
of such shares adopted by the board of directors pursuant to authority
hereby vested in it. The number of shares of stock of any series, so set
forth in such resolution or resolutions may be increased (but not above the
total number of authorized shares) or decreased (but not below the number
of shares thereof then outstanding) by resolution or resolutions adopted by
the board of directors pursuant to authority hereby vested in it. The board
of directors of the corporation may determine the times when, the terms
under which and the consideration for which the corporation shall issue,
dispose of or receive subscriptions for its shares, including treasury
shares, or acquire its own shares. The consideration for the issuance of
the shares shall be paid in full before their issuance and shall not be
less than the par value per share.
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Upon payment of such consideration, such shares shall be deemed to be fully
paid and nonassessable by the corporation."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 228 and 242 of
the General Corporation Law of the State of Delaware.
4. The capital of the corporation will not be reduced under or by reason of
any amendment herein certified.
Executed at Montreal, Canada on January 31, 1998.
Attest: THE TIREX CORPORATION
/s/ John L. Threshie, Jr. By /s/ Terence C. Byrne
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JOHN L. THRESHIE, JR., Secretary TERENCE C. BYRNE, President
2
THE TIREX CORPORATION
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Notice of Corporate Action
Pursuant to Delaware General Corporation Law
Section 228(d)
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To: The Shareholders of
The Tirex Corporation (the "Company")
In accordance with the Delaware General Corporation Law, Section 228(a), on
January 31, 1998, the holders of record of approximately 52.7% of the issued and
outstanding shares of common stock, $.001 par value, of the Company, in person
or by proxy, by their consent in writing authorized, approved and adopted a
resolution respecting the amendment of the Company's certificate of
incorporation. Pursuant thereto, effective February 3, 1998, the certificate of
incorporation of the Company was amended so as to change the amount of capital
stock, which the Company is authorized to issue, from 70,000,000 shares of
Common Stock, par value $.001 per share to 69,900,000 shares of Common Stock,
par value $.001 per share and 100,000 shares of Open Stock, par value $.001 per
share, and to invest in the Board of Directors the power to designate the Open
Stock in one or more classes and/or series, with such rights and preferences as
the Board of Directors shall determine.
The foregoing amendment has no effect on any shares currently issued and
outstanding and the amount and nature of your shareholdings in the Company have
not been affected in any way.
THE TIREX CORPORATION
By /s/ Terence C. Byrne
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Terence C. Byrne, President
Dated: February 4, 1998
