Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 23K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 10K
3: EX-10.1 Material Contract HTML 18K
Registrant's
telephone number, including area
code
(Former
name or former address, if changed since last
report.)
Check the
appropriate box below of 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 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 (17 CFR
240.13e-4(c))
Item 1.01
Entry into a
Material Definitive Agreement
On
September 8th, 2009,
Cemtrex, Inc. (the "Company") entered
into a letter agreement with Arun Govil, the Chairman, Chief Executive Officer,
Treasurer and President of the Company. Pursuant to the letter agreement Arun
Govil agreed to cancel the convertible promissory note, held by him, dated April30, 2007 (the "Note"). The
principal balance of the Note was $1,300,000 (the "Outstanding Amount").
Pursuant to the terms of the Note, the Outstanding Amount was convertible into
30,000,000 shares of the Company’s common stock. Pursuant to the letter
agreement, in return for cancelling the Note, the Company issued Arun Govil
2,500,000 shares of common stock (the “Common Stock") of
the Company, par value $0.001 and 1,000,000 shares of Series A Preferred Stock
(the "Preferred
Stock") of the Company, par value $0.001 per share. Pursuant
to the Certificate of Designation of the Preferred Stock, each issued and
outstanding Preferred Stock shall be entitled to the number of votes equal to
the result of: (i) the number of shares of Common Stock issued and outstanding
at the time of such vote multiplied by 1.01; divided by (ii) the total number of
Preferred Stock issued and outstanding at the time of such vote, at each meeting
of shareholders of the Company with respect to any and all matters presented to
the shareholders of the Company for their action or consideration, including the
election of directors. A copy of the Certificate of Designation of the Series A
Preferred Shares of Cemtrex Inc. is attached hereto as Exhibit 4.1. In
consideration of the issuance of the Common Stock and Preferred Stock described
above, Mr. Govil agreed to forfeit 27,500,000 shares of common stock issuable as
per the original terms of the Note.
Item 1.02
Termination of a Material Definitive Agreement
Certificate
of Designation of Series A Preferred Shares of Cemtrex,
Inc.
10.1
Letter
Agreement by and between the Company and Arun Govil, the Chairman, Chief
Executive Officer, Treasurer and President of the Company dated September8, 2009.
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
hereunto duly authorized.
