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 1934
Date of Report (date of earliest event reported) : November 12, 2007
Certified Technologies Corporation
(Exact name of registrant as specified in charter)
Minnesota
(State or other jurisdiction of incorporation)
000-52786 41-1484782
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(Commission File Number) (IRS Employer Identification No.)
5353 Manhattan Circle
Suite 101
Boulder, CO 80303
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(Address of principal executive offices) (Zip Code)
303-499-6000
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(Issuer's Telephone Number)
Not applicable.
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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 registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule l4d-2(b) under the
Exchange Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On November 12, 2007, the shareholders of Certified Technologies Corporation, a
Minnesota corporation ("Certified Technologies Minnesota) approved the merger of
Certified Technologies Minnesota into Certified Technologies Corporation, a
Nevada corporation ("Certified Technologies Nevada"), by a vote of : 6,182,313
shares for; 500 shares against; and 20,920 shares abstained. The merger,
scheduled to be effective mid-December 2007, will be as provided in the
Agreement and Plan of Merger included as an exhibit to this report.
In accordance with the Agreement and Plan of Merger, the following events are
scheduled to occur on the effective date of the merger: 1) a change in
registrant's domicile from the State of Minnesota to the State of Nevada; 2) the
adoption of the Articles of Incorporation of Certified Technologies Nevada under
the laws of the state of Nevada; 3) the issued and outstanding shares of common
stock of Certified Technologies Minnesota will automatically convert into the
right to receive shares of Certified Technologies Nevada Common Stock at a ratio
of six (6) shares of common stock of Certified Technologies Minnesota for one
(1) share of Certified Technologies Nevada Common Stock; 4) the adoption of the
bylaws of Certified Technologies Nevada under the laws of the state of Nevada;
and 5) the persons presently serving as executive officers and directors of
Certified Technologies Minnesota will serve in their same respective positions
with Certified Technologies Nevada.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.1. Articles of Incorporation of Certified Technologies
Corporation, a Nevada corporation.
3.2. Bylaws of Certified Technologies Corporation, a Nevada
corporation.
10.1 Agreement and Plan of Merger between Certified Technologies
Corporation, a Nevada corporation and Certified Technologies
Corporation, a Minnesota corporation.
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.
CERTIFIED TECHNOLOGIES CORPORATION
By: /s/ Michael Friess
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Name: Michael Friess
Title: Chief Executive Officer and President
Dated: November 14, 2007