-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SM3SF2Klh4lyCmazshEmQVzyHRxdYftVAid3QNpAZk6Re35e8Bv/SAQduwIDnRP8 ETCYWAoX1/MCHYSEk+a8/g== 0001144204-09-040997.txt : 20090806 0001144204-09-040997.hdr.sgml : 20090806 20090806170804 ACCESSION NUMBER: 0001144204-09-040997 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090731 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090806 DATE AS OF CHANGE: 20090806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLACENDIX, INC. CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 222413505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1202 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 09992478 BUSINESS ADDRESS: STREET 1: 2001 ROUTE 46 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: (973) 402-4251 MAIL ADDRESS: STREET 1: 2001 ROUTE 46 CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: ION NETWORKS INC DATE OF NAME CHANGE: 19990413 FORMER COMPANY: FORMER CONFORMED NAME: MICROFRAME INC DATE OF NAME CHANGE: 19920703 8-K 1 v156732_8k.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  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): July 31, 2009
 
HEALTHWAREHOUSE.COM, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
0-13117
22-2413505
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
   
100 Commerce Boulevard
 
Cincinnati, Ohio
45140
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:  (513) 618-0911


Clacendix, Inc.
(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:
 
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 DFR 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 (17 CFR 240.13e-4(c))

 
 

 


CURRENT REPORT ON FORM 8-K


HEALTHWAREHOUSE.COM, INC.

July 31, 2009

TABLE OF CONTENTS
   
Page
     
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
1
Item 9.01.
Financial Statements and Exhibits
2

 
 

 


 
Item 5.03.                      Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

(a)           Effective August 5, 2009, we changed our corporate name to HealthWarehouse.com, Inc. from Clacendix, Inc.  We accomplished this by filing a Certificate of Amendment of Certificate of Incorporation with the Delaware Secretary of State on July 31, 2009. A copy of the Certificate of Amendment of Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference in its entirety.

In connection with our corporate name change, our trading symbol was changed to HEWA on the OTC Bulletin Board.

The foregoing description of the corporate name change is not intended to be complete and is qualified in its entirety by the complete text of the definitive information statement filed with the SEC on June 9, 2009, describing the corporate name change and other matters, and the exhibits filed with such information statement.

We announced the corporate name change and trading symbol change in a press release issued on August 5, 2009, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference in its entirety.

Item 9.01.                      Financial Statements and Exhibits.
 
 (d)           Exhibits.
 
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
 
Exhibit No.
Description
   
3.1
Certificate of Amendment of Certificate of Incorporation, filed July 31, 2009.
   
99.1
Press Release of HealthWarehouse.com, Inc. issued on August 5, 2009.




 
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SIGNATURES
 
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 thereunto duly authorized.
 
Date:  August 6, 2009
HEALTHWAREHOUSE.COM, INC.
     
     
 
By:
 /s/ Lalit Dhadphale
   
Lalit Dhadphale
   
President and Chief Executive Officer

 

 

 
EX-3.1 2 v156732_ex3-1.htm Unassociated Document
EXHIBIT 3.1

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST:  That at a meeting of the Board of Directors of
Clacendix, Inc.

resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and submitting the amendment to the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation for this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:
First.  The name of the corporation (hereinafter called the “Corporation”) is HealthWarehouse.com, Inc.
SECOND:  That thereafter, the amendment was adopted by a written consent of the stockholders of said corporation.
THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH:   That said amendment shall be effective August 5, 2009.
 

 
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 31st day of July, 2009.

 
By:
   /s/ Lalit Dhadphale
   
Authorized Officer
     
 
Title:
 President
 
Name:
Lalit Dhadphale

EX-99.1 3 v156732_ex99-1.htm Unassociated Document

EXHIBIT 99.1
 
Leading U.S. online mail-order pharmacy completes name change from Clacendix, Inc. to HealthWarehouse.com, Inc.
 
CINCINNATI, August 5, 2009 -- HealthWarehouse.com (OTC Bulletin Board: HEWA) announced that effective today, it has changed its name from Clacendix, Inc. to HealthWarehouse.com, Inc. In conjunction with the corporate name change, the company’s OTC Bulletin Board stock ticker symbol has been changed from IONN to HEWA.
 
HealthWarehouse.com, based in Cincinnati, Ohio, is a leading online pharmacy, offering a 30-day supply of over 300 popular generic prescription drugs for $3.50. With outstanding service and competitive pricing, HealthWarehouse.com is poised to set the standard for delivering significant value to consumers on prescription medications. The program is available to customers in 37 states and will be expanded to all 50 states and U.S. Territories in the coming months.
 
Key components of HealthWarehouse.com’s Prescription Drug Program:
 
 
·
Pricing of $3.50 for a 30-day supply of generic prescription medications.
 
 
·
Pricing of $9.50 for a 90-day supply of generic prescription medications.
 
 
·
Coverage of nearly 300 generic medications in all major therapeutic categories, including diabetes, blood pressure and cholesterol.
 
 
·
Processing of all prescription orders and refills online or via phone and 100% free shipping from a state-of-the art pharmacy directly to the patient's home.
 
About HealthWarehouse.com, Inc.
 
HealthWarehouse.com, Inc. (TICKER: HEWA) is a leading online mail-order pharmacy headquartered in Cincinnati, Ohio and the first to offer a $3.50 prescription drug list with 100% free shipping anywhere in the United States. HealthWarehouse.com's mission is to provide affordable healthcare to every American. With a 99% positive customer rating, HealthWarehouse.com has become one of the fastest growing online pharmacies in the United States. HealthWarehouse.com is licensed in 37 states and only sells drugs which are FDA-approved and legal for sale in the United States. Visit us online at http://www.HealthWarehouse.com.
 

 
 

 
 
Forward-Looking Statements

The information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of HealthWarehouse.com’s future performance, statements of HealthWarehouse.com’s plans and objectives, and other similar statements. Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although HealthWarehouse.com believes that its current expectations are based on reasonable assumptions, it cannot assure you that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements. Investors should not place undue reliance on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and HealthWarehouse.com expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.

This release is provided for informational purposes only and should not be construed as a solicitation to invest.

 
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