Filed
pursuant to Rule 424(b)(3)
Registration
Statement File No. 333-132296
PROSPECTUS
SUPPLEMENT NO. 8
TO
PROSPECTUS
DATED APRIL 25, 2008
MDWERKS,
INC.
This
prospectus supplement should be read in conjunction with our prospectus
dated
April
25,
200
8
and in
particular “Risk Factors” beginning on page 5 of the prospectus.
This
prospectus supplement includes the attached Current Report on Form 8-K of
MDwerks, Inc.,
filed
with the Securities and Exchange Commission on November 3, 2008.
The
date
of this prospectus supplement is November 3, 2008
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
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MDWERKS,
INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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333-118155
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33-1095411
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(Commission
File Number)
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(IRS
Employer Identification Number)
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Windolph
Center, Suite I
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1020
N.W. 6th Street
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Deerfield
Beach, FL 33442
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(Address
of Principal Executive Offices)
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(954)
389-8300
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(Registrant’s
Telephone Number, Including Area
Code)
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(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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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:
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Exhibit
No.
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Description
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1.1
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Certificate
of Amendment of Certificate of Incorporation of MDwerks,
Inc.
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1.2
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Amendment
No. 1 to Bylaws of MDwerks,
Inc.
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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.
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MDWERKS,
INC.
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Dated:
November 3, 2008
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By:
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/s/
Howard B. Katz
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Howard
B. Katz
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Chief
Executive Officer
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Exhibit
Index
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Exhibit
No.
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Description
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1.1
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Certificate
of Amendment of Certificate of Incorporation of MDwerks,
Inc.
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1.2
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Amendment
No. 1 to Bylaws of MDwerks,
Inc.
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Exhibit
1.1
CERTIFICATE
OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
MDwerks,
Inc.
It
is
hereby certified that:
1.
The
name of the corporation (hereinafter called the "Corporation") is MDwerks,
Inc.
2.
The
Certificate of Incorporation of the Corporation is hereby amended by
substituting in lieu of said Article 4 the following new Article 4:
1.
The
total
number of shares of stock which this Corporation is authorized to issue is
Two
Hundred Million (200,000,000) shares of common stock with a par value of
$.001
and Ten Million (10,000,000) shares of preferred stock with a par value of
$.001.
2.
The
Board
of Directors is hereby expressly authorized to provide for, designate and
issue,
out of the authorized but unissued shares of Preferred Stock, one or more
series
of Preferred Stock, subject to the terms and conditions set forth herein.
Before
any shares of any such series are issued, the Board of Directors shall fix,
and
hereby is expressly empowered to fix, by resolution or resolutions, the
following provisions of the shares of any such series:
(i)
the
designation of such series, the number of shares to constitute such series
and
the stated value thereof, if different from the par value thereof;
(ii)
whether
the shares of such series shall have voting rights or powers, in addition
to any
voting rights required by law, and, if so, the terms of such voting rights
or
powers, which may be full or limited;
(iii)
the
dividends, if any, payable on such series, whether any such dividends shall
be
cumulative, and, if so, from what dates, the conditions and dates upon which
such dividends shall be payable, the preference or relation which such dividends
shall bear to the dividends payable on any other series of Preferred Stock
or on
any other class or classes of stock of the Corporation or any series of any
such
class;
(iv)
whether
the shares of such series shall be subject to redemption at the option of
the
Corporation or the holder thereof, and, if so, the times, prices and other
conditions of such redemption;
(v)
the
amount or amounts payable upon shares of such series upon, and the rights
of the
holders of such series in, any liquidation of the Corporation, or upon any
distribution of the assets, of the Corporation and the preference or relation
which such amounts or distributions shall bear to the amounts or distributions
payable in such liquidation with respect to any other series of Preferred
Stock
or with respect to any other class or classes of stock of the Corporation
or any
series of any such class;
(vi)
whether
the shares of such series shall be subject to the operation of a retirement
or
sinking fund and, if so, the extent to and manner in which any such retirement
or sinking fund shall be applied to the purchase or redemption of the shares
of
such series for retirement or other corporate purposes and the terms and
provisions relative to the operation thereof;
(vii)
whether
the shares of such series shall be convertible into, or exchangeable for,
shares
of Common Stock, Preferred Stock of any other series or any other class or
classes of stock of the Corporation or any series of any such class or any
other
securities and, if so, the price or prices or the rate or rates of conversion
or
exchange and the method, if any, of adjusting the same, and any other terms
and
conditions of such conversion or exchange;
(viii)
the
limitations and restrictions, if any, to be effective while any shares of
such
series are outstanding upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other acquisition
at the
option of the Corporation or any holder of, the Common Stock or shares of
Preferred Stock of any other series or any other class or classes of stock
of
the Corporation or any series of any such class;
(ix)
the
conditions or restrictions, if any, to be effective while any shares of such
series are outstanding upon the creation of indebtedness of the Corporation
or
upon the issuance of any additional stock, including additional shares of
such
series or of any other series of the Preferred Stock or of any class or classes
of stock of the Corporation or any series of any such class; and
(x)
any
other
powers, designations, preferences and relative, participating, optional or
other
special rights, and any qualifications, limitations or restrictions thereof.
The
powers, designations, preferences and relative, participating, optional or
other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any
and
all other series of Preferred Stock at any time outstanding. The Board of
Directors is hereby expressly authorized from time to time to increase (but
not
above the total number of authorized shares of Preferred Stock) or decrease
(but
not below the number of shares thereof then outstanding) the number of shares
of
stock of any series of Preferred Stock.
3.
The
amendment of the Certificate of Incorporation herein certified has been duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, said corporation has caused this certificate to be signed
this
29th day of October, 2008.
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By:
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/s/
Vincent Colangelo
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Authorized
Officer
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Title:
Secretary
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Name:
Vincent Colangelo
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Exhibit
1.2
AMENDMENT
No. 1 TO BY-LAWS
Of
MDWERKS,
INC.
(A
DELAWARE CORPORATION)
The
stockholders and the Board of Directors of MDwerks, Inc. (the “Corporation”)
have approved the following amendments to the By-Laws of the Corporation,
effective on this the 29
th
day of
October, 2008:
Section
1
of Article I of the Bylaws the Corporation is hereby amended and restated
to
read as follows:
Section
1. Name. The legal name of this corporation is MDwerks, Inc.
Section
2
of Article II of the Bylaws of the Corporation is hereby amended and restated
to
read as follows:
Section
2. Annual Meeting. An annual meeting of the stockholders of the Corporation
for
the election of directors and the transaction of such other business as may
properly come before the meeting shall be held on the 31
st
day of
May in each year, if not a legal holiday, and if a legal holiday, then on
the
next secular day. If for any reason any annual meeting shall not be held
at the
time herein specified, the same may be held at any time thereafter upon notice,
as herein provided, or the business thereof may be transacted at any special
meeting called for the purpose.
The
stockholders of the Corporation have approved the foregoing amendments at
a
special meeting of the stockholders of the Corporation held on October 29,
2008
and the Board of Directors of the Corporation has approved such amendments
by
written consent of the Board of Directors.
Dated:
October 29, 2008
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/s/
Vincent Colangelo
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Vincent
Colangelo
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Corporate
Secretary
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MDWerks (QB) (USOTC:MDWK)
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