0001104659-05-052386.txt : 20051103 0001104659-05-052386.hdr.sgml : 20051103 20051103171543 ACCESSION NUMBER: 0001104659-05-052386 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051013 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER EFFICIENCY CORP CENTRAL INDEX KEY: 0001024075 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 223337365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31805 FILM NUMBER: 051177807 BUSINESS ADDRESS: STREET 1: 4220 VARSITY DRIVE SUITE C CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 7349759111 8-K 1 a05-19579_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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 13, 2005

POWER EFFICIENCY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware		0-31805		22-3337365
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3900 Paradise Road, Suite 283, Las Vegas, NV		89109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 697-0377

N/A

(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 240.14a-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 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.03. Amendments to Articles of Incorporation or Bylaws

On September 15, 2005, the Board of Directors of the Registrant unanimously voted to recommend to the shareholders that the Articles of Incorporation be amended to increase the Registrant’s authorized shares of Common Stock from 50,000,000 shares to 100,000,000 shares. On October 13, 2005, the Registrant received approval from a majority of the shareholders to amend the Articles of Incorporation to increase the Company’s authorized shares and filed the amendment with the state of Delaware.

Item 9.01. Exhibits

Description of Document
3.1		Amendment to the Certificate of Incorporation of the Registrant dated October 13, 2005; filed herewith.

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.

POWER EFFICIENCY CORPORATION
(Registrant)
By:		/s/ Steven Strasser
		Steven Strasser, CEO
Date: November 2, 2005

EX-3.1 2 a05-19579_1ex3d1.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

Power Efficiency Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “State”), DOES HEREBY CERTIFY:

FIRST:	That the Board of Directors of the Corporation (the “Board”), at a meeting held on September 15, 2005, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”):

	RESOLVED, that the Certificate of Incorporation be amended to increase the authorized capital of the Corporation by changing Section 4.1 of the Fourth Article thereof so that, as amended, Section 4.1 shall be and read as follows:

		4.1	Authorized Stock.

		The total number of shares of all classes of stock which the Corporation shall have authority to issue is one hundred ten million (110,000,000) shares, which are to be divided into two classes as follows:

		100,000,000 shares of Common Stock, par value $.001 per share; and

		10,000,000 shares of Preferred Stock, par value $.001 per share.

SECOND:	That thereafter, pursuant to resolution of its Board, stockholders of the Corporation representing the number of votes required to adopt the amendment consented to the adoption of the amendment in writing pursuant to Section 228 of the General Corporation Law of the State.

THIRD:	That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State.

IN WITNESS WHEREOF, Power Efficiency Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be signed this 13^th day of October, 2005.

	By
		John (“BJ”) Lackland
		Its Secretary