0001102624-11-000314.txt : 20110524 0001102624-11-000314.hdr.sgml : 20110524 20110523201732 ACCESSION NUMBER: 0001102624-11-000314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110505 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110524 DATE AS OF CHANGE: 20110523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kenergy Scientific, Inc. CENTRAL INDEX KEY: 0001307989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 201862816 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-120507 FILM NUMBER: 11866569 BUSINESS ADDRESS: STREET 1: 750 HIGHWAY 34 CITY: MATAWAN STATE: NJ ZIP: 07747 BUSINESS PHONE: 732-441-7700 MAIL ADDRESS: STREET 1: 750 HIGHWAY 34 CITY: MATAWAN STATE: NJ ZIP: 07747 FORMER COMPANY: FORMER CONFORMED NAME: SpeechSwitch, Inc. DATE OF NAME CHANGE: 20041115 FORMER COMPANY: FORMER CONFORMED NAME: SpeedSwitch, Inc. DATE OF NAME CHANGE: 20041115 FORMER COMPANY: FORMER CONFORMED NAME: SpeechSwitch, Inc. DATE OF NAME CHANGE: 20041105 8-K 1 kenergy8k.htm KENERGY SCIENTIFIC, INC. 8-K kenergy8k.htm
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC   20549
 

 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section13 or15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported event): May 5, 2011
 
 


Kenergy Scientific, Inc.
(Exact name of registrant as specified in its chapter)
 

 
 New Jersey  333-12050720-1862816  20-1862816
 (State of     (Commission  (I.R.S. Employer
 organization)   File Number)   Identification No.)
     
     
 6 Minneakoning Road, Flemington, NJ           08822
 (Address of principal executive offices)        (Zip Code)
 
 
Registrant’s telephone number, including area code:       908-788-0077

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):

[ ]
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))
 
 
 
 
 
 
Section 5               Corporate Governance and Management
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 5, 2011, the Company amended its Certificate of Incorporation authorized by the unanimous written consent of the Board of Directors on April 29, 2011 and adopted by the shareholders through written consent in lieu of meeting of a majority of the voting common stock shares of the Corporation on January 19, 2011 with the following provisions:

a.  
All of the Class A Common Stock Shares shall be consolidated pursuant to a reverse split in the ratio of one (1) new share for every eight hundred (800) shares currently held by a stockholder.
b.  
No fractional shares or scrip shall be issued in connection with the reverse split and all calculations that would result in the issuance of a fractional share shall be rounded up into one (1) whole new share.
c.  
Prior to the reverse split, there were a total of twenty billion (20,000,000,000) Class A Common Stock Shares, no par value per share, authorized of which 9,924,630,443 Class A Common Stock Shares, no par value per share, were issued and outstanding and 10,075,369,557 shares were unissued.  Following the reverse split, there were 12,405,789 shares of Class A Common Stock Shares, no par value per share, issued and outstanding and 12,594,211 shares unissued.

Pending review by FINRA, the Company anticipates the effective date of the reverse split to be May 31, 2011.

Item 9.01.  Financial Statements and Exhibits.


(d)  
Exhibits

3.1           Amendment to the Certificate of Incorporation dated May 5, 2011.


 
 
 
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.

Kenergy Scientific, Inc.
 
 Date: May 23, 2011  By:           /s/ Kenneth P. Glynn
                    Kenneth P. Glynn
                    President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
INDEX OF EXHIBITS

Amendment to the Certificate of Incorporation dated May 5, 2011.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-3.1 2 exh3_1.htm EXHIBIT 3.1 exh3_1.htm
 
Exhibit 3.1
 
 
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
OF
KENERGY SCIENTIFIC, INC.

Kenergy Scientific, Inc., a corporation organized and existing under the laws of the State of New Jersey (the “Corporation”), hereby certifies as follows:

1.           The name of the corporation is Kenergy Scientific, Inc.  The Amended and Restated Certificate of Incorporation of the Corporation was filed by the New Jersey Treasurer on January 10, 2005.

2.           This Amendment to the Certificate of Incorporation herein certified was authorized by the unanimous written consent of the Board of Directors on April 29, 2011and adopted by the shareholders through written consent in lieu of meeting of a majority of the voting common stock shares of the Corporation on January 19, 2011 pursuant to the New Jersey Business Corporation Act of the State of New Jersey (the “Corporation Law”).

3.           The Amendment to the Certificate of Incorporation herein certified shall consolidate all of the Class A Common Stock Shares pursuant to a reverse split in the ratio of one (1) new share for every eight hundred (800) shares currently held by a stockholder.  No fractional shares or scrip shall be issued in connection with the reverse split and all calculations that would result in the issuance of a fractional share shall be rounded up into one (1) whole new share.  Prior to the reverse split, there were a total of twenty billion (20,000,000,000) Class A Common Stock Shares, no par value per share, authorized of which 9,924,630,443 Class A Common Stock Shares, no par value per share, were issued and outstanding and 10,075,369,557 shares were unissued.  Following the reverse split, there were 12,405,789 shares of Class A Common Stock Shares, no par value per share, issued and outstanding and 12,594,211 shares unissued.

4.           The Amendment to the Certificate of Incorporation herein certified effects the change to Article III, Class A Common Stock Shares whereby following the reverse stock split, the number of authorized Class A Common Stock Shares shall be Twenty-five Million (25,000,000) from Twenty Billion (20,000,000,000).   To accomplish the foregoing amendment, the first paragraph of Article III Capital Stock shall be deleted in its entirety and replaced with the following:


“The aggregate number of shares which the Corporation shall have authority to issue is Ninety-six Million (96,000,000) shares of common stock and preferred stock.  The stock of this corporation shall be divided into four classes, consisting of:
 
 
 
 
 
 

 
Class A Common Stock 25,000,000 shares authorized, no par value per share
Class B Common Stock 50,000,000 shares authorized, $.01 par value per share
Class C Common Stock 20,000,000 shares authorized, $.01 par value per share
Preferred Stock 1,000,000 shares authorized, $1 par value per share, and”
 
 
 
 
 
 
 

 
 
 
 
 
IN WITNESS WHEREOF, the Corporation has caused this Amendment of the Certificate of Incorporation to be executed by a duly authorized officer on April 29, 2011.


By:____________/S/___________
Kenneth P. Glynn
President and Chief Executive Officer