- Current report filing (8-K)
03 Noviembre 2008 - 2:49PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 29, 2008
MDWERKS,
INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
(State
or Other Jurisdiction of
Incorporation)
|
333-118155
|
33-1095411
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
Windolph
Center, Suite I
|
1020
N.W. 6th Street
|
Deerfield
Beach, FL 33442
|
(Address
of Principal Executive Offices)
|
(954)
389-8300
|
(Registrant’s
Telephone Number, Including Area
Code)
|
(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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)
On
October 29, 2008, MDwerks, Inc. (the “Company”) held a special meeting of the
stockholders of the Company (the “Special Meeting”). At the Special Meeting, the
stockholders approved an amendment to Article 4 of the Certificate of
Incorporation of the Company to increase the authorized number of shares of
common stock, par value $0.001 per share, of the Company from 100 million shares
to 200 million shares. The stockholders also approved an amendment to Section
1
of Article I of the Company’s Bylaws to appropriately reflect the name of the
Company as “MDwerks, Inc.” and an amendment to Section 2 of Article II of the
Company’s Bylaws to change the date of the annual meeting of the Company to May
31 of each year or such other date as the Board of Directors
determines.
Item
8.01
Other
Events.
At
the
Special Meeting, the stockholders of the Company elected the following people
to
serve on the Board of Directors of the Company and on the committees designated
next to their name:
Howard
B.
Katz, Chairman of the Board of Directors
David
M.
Barnes, Director, Audit Committee Chairman and Compensation Committee
Chairman
Peter
Dunne, Director and Compensation Committee Member
Paul
Kushner, Director and Audit Committee Member
Shad
Stastney, Director
Chris
Phillips, Director
Sheldon
Steiner, Director
The
stockholders of the Company also ratified the appointment of Sherb & Co.,
LLP as the independent registered public accounting firm for the Company for
the
fiscal year ended December 31, 2008 and for the 2009 quarterly SEC
reports.
Item
9.01
Financial
Statements and Exhibits.
The
following exhibits are filed as part of this report:
Exhibit
No.
|
Description
|
|
|
1.1
|
Certificate
of Amendment of Certificate of Incorporation of MDwerks,
Inc.
|
|
|
1.2
|
Amendment
No. 1 to Bylaws of MDwerks,
Inc.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
MDWERKS,
INC.
|
|
|
|
|
|
Dated:
November 3, 2008
|
By:
|
/s/
Howard B. Katz
|
|
|
|
Howard
B. Katz
|
|
|
|
Chief
Executive Officer
|
|
Exhibit
Index
Exhibit
No.
|
Description
|
|
|
1.1
|
Certificate
of Amendment of Certificate of Incorporation of MDwerks,
Inc.
|
|
|
1.2
|
Amendment
No. 1 to Bylaws of MDwerks,
Inc.
|
MDWerks (QB) (USOTC:MDWK)
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