Edgar Filing: PURADYN FILTER TECHNOLOGIES INC

PURADYN FILTER TECHNOLOGIES INCORPORATED PRE 14C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

(Amendment No. )

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x	Preliminary Information Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

o	Definitive Information Statement

PURADYN FILTER TECHNOLOGIES INCORPORATED

(Name of Registrant As Specified in Charter)

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PURADYN FILTER TECHNOLOGIES INCORPORATED

2017 High Ridge Road

Boynton Beach, Florida 33426

Telephone: 561-547-9499

Dear Stockholders:

The authorized capital stock of our company is currently 40,000,000 shares of common stock, par value $0.001 per share, and 500,000 shares of preferred stock, par value $0.001 per share. We are writing to advise you that we intend to amend our Certificate of Incorporation to increase the number of authorized shares of our common stock from 40,000,000 shares to 50,000,000 shares. The amendment to our Certificate of Incorporation will not change the number of authorized shares of our preferred stock. This action was approved on January 30, 2009 by our Board of Directors. In addition, six individuals and entities who hold a majority of our issued and outstanding voting securities have approved this action as of February [ ], 2009 by written consent in lieu of a special meeting in accordance with the relevant sections of the Delaware General Corporation Law.

As described hereafter, we are taking this action to ensure that we have a sufficient number of authorized but unissued shares of our common stock available in the future for possible capital raising transactions or for other proper corporate purposes.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

No action is required by you. The accompanying information statement is furnished only to inform our stockholders of the actions described above before they take place in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. This Information Statement is first mailed to you on or about February [ ], 2009.

Please feel free to call us at 561-547-9499 should you have any questions on the enclosed Information Statement. We thank you for your continued interest in Puradyn Filter Technologies Incorporated.

	For the Board of Directors of PURADYN FILTER TECHNOLOGIES INCORPORATED
February 2, 2009	By:	/s/ Joseph V. Vittoria
		Joseph V. Vittoria, Chairman and Chief Executive Officer

PURADYN FILTER TECHNOLOGIES INCORPORATED

2017 High Ridge Road

Boynton Beach, Florida 33426

INFORMATION STATEMENT REGARDING

ACTION TO BE TAKEN BY WRITTEN CONSENT OF

MAJORITY STOCKHOLDERS

IN LIEU OF A SPECIAL MEETING

WE ARE NOT ASKING YOU FOR A PROXY,

AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

GENERAL

This Information Statement is being furnished to the stockholders of Puradyn Filter Technologies Incorporated in connection with the adoption of a Certificate of Amendment to our Certificate of Incorporation by written consent of our Board of Directors and the holders of a majority of our issued and outstanding voting securities in lieu of a special meeting. On January 30, 2009 our Board of Directors approved an amendment to our Certificate of Incorporation approving an increase in the number of authorized shares of our common stock from 40,000,000 shares to 50,000,000 shares (the “Amendment”). The full text of the Amendment is attached to this Information Statement as Exhibit A. This action will become effective at the close of business on March [ ], 2009 (the “Effective Date of the Amendment”) in accordance with the written consent of the holders of a majority of our issued and outstanding common stock and the filing of the Amendment with the Secretary of State of Delaware in accordance with the relevant sections of the Delaware General Corporation Law.

As of January 15, 2009 there are 35,838,351 shares of our common stock issued and outstanding. The following individuals and entities who collectively own approximately 53.0% of our outstanding common stock, which is in excess of the required majority of our outstanding voting securities necessary for the adoption of this action, have executed a written consent approving the Amendment:

Name	Relationship	No. of Common Shares Owned

Joseph V. Vittoria	Chairman of the Board and Chief Executive Officer	4,645,945
Kevin G. Kroger	President and a director	692,633
Dominick Telesco	Director	4,445,858
Charles W. Walton	Director	378,928
Quantum Industrial Partners, LDC	Principal stockholder	4,570,000
Glenhill Capital Management, LP	Principal stockholder	4,275,375
Total		19,008,739

The increase in the number of our authorized shares of common stock, when implemented, will not change the par value of the common stock, the number of shares of our common stock which were issued and outstanding immediately prior to the Effective Date of the Amendment or the number of authorized shares of our preferred stock.

The elimination of the need for a meeting of stockholders to approve this action is made possible by Section 228 of the Delaware General Corporation Law which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a meeting. In order to eliminate the costs involved in holding a special meeting, our Board of Directors voted to utilize the written consent of the holders of a majority in interest of our voting securities.

WHILE WE ARE SEEKING TO RAISE ADDITIONAL CAPITAL, WE DO NOT HAVE ANY PRESENT COMMITMENTS TO ISSUE ANY SHARES OF OUR COMMON STOCK AS PART OF A CAPITAL RAISING TRANSACTION OR OTHERWISE, OTHER THAN UPON THE EXERCISE OF PRESENTLY OUTSTANDING OPTIONS AND WARRANTS.

Pursuant to Section 228 of the Delaware General Corporation Law, we are required to provide prompt notice of the taking of the corporate action without a meeting of stockholders to all stockholders who did not consent in writing to such action. This Information Statement serves as this notice. This Information Statement is first being mailed on or about February [ ], 2009 to stockholders of record, and is being delivered to inform you of the corporate actions described herein before they take effect in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. No dissenter’s rights are afforded to our stockholders under Delaware law as a result of the adoption of the Amendment.

The entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

OUR PRINCIPAL STOCKHOLDERS

Our voting securities are comprised of our common stock and at January 15, 2009 we had 35,838,351 shares of our common stock issued and outstanding. The holders of our shares of common stock are entitled to one vote for each outstanding share on all matters submitted to our stockholders. The following table contains information regarding record ownership of our common stock as of January 15, 2009 held by:

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persons who own beneficially more than 5% of our outstanding voting securities,

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our directors,

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named executive officers, and

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all of our directors and named executive officers as a group.

A person is deemed to be the beneficial owner of securities that can be acquired by such a person within 60 days from January 15, 2009, upon exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have been exercised. Unless otherwise indicated, the address of each of the listed beneficial owners identified is 2017 High Ridge Road, Boynton Beach, Florida 33426.

NAME OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	% OF CLASS

Joseph V. Vittoria ⁽¹⁾	5,364,226	14.7%
Kevin G. Kroger ⁽²⁾	1,092,633	3.0%
Alan J. Sandler ⁽³⁾	108,392	*
Cindy Lea Gimler ⁽⁴⁾	60,250	*
Lieutenant General John S. Caldwell, Jr. US Army (retired)⁽⁵⁾	65,000	*
Forrest D. Hayes ⁽⁶⁾	20,000	*
Dominick Telesco ⁽⁷⁾	5,088,751	13.9%
Dr. Charles W. Walton ⁽⁸⁾	415,357	1.2%
All officers and directors as a group (eight persons) ^{(1)(2)(3)(4)(5)(6)(7)(8)}	12,214,609	32.8%
Quantum Industrial Partners, LDC ⁽⁹⁾	4,570,000	12.8%
Glenhill Capital Management, LP ⁽¹⁰⁾	4,364,661	11.9%

*	represents less than 1%

⁽¹⁾	The number of shares beneficially owned by Mr. Vittoria includes:

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warrants to purchase 150,000 shares of common stock at $2.00 per share through February 2, 2009;

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warrants to purchase 100,000 shares of common stock at $0.95 per share through April 13, 2010;

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warrants to purchase 80,000 shares of common stock at $1.25 per share through November 15, 2011;

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warrants to purchase 150,000 shares of common stock at $1.25 per share through March 19, 2013;

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warrants to purchase 71,429 shares of common stock at $1.25 per share through March 20, 2013;

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warrants to purchase 80,645 shares of common stock at $1.25 per share through April 4, 2013; and

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warrants to purchase 86,207 shares of common stock at $1.25 per share through May 9, 2013.

⁽²⁾	The number of shares beneficially owned by Mr. Kroger includes:

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options to purchase 300,000 shares of common stock at $9.25 per share through July 1, 2010; and

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options to purchase 100,000 shares of common stock at $1.70 per share through January 7, 2013.

The number of shares beneficially owned by Mr. Kroger excludes unvested options to purchase 100,000 shares of our common stock at an exercise price of $.26 per share through June 10, 2018.

⁽³⁾ The number of shares beneficially owned by Mr. Sandler includes options to purchase 50,000 shares of common stock at $.30 per share through August 5, 2018. The number excludes unvested options to purchase 100,000 shares of our common stock at an exercise price of $.26 per share through June 10, 2018 and unvested options to purchase 50,000 shares of our common stock at an exercise price of $.30 per share through August 5, 2018.

⁽⁴⁾	The number of shares beneficially owned by Ms. Gimler includes:

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options to purchase 50,000 shares of common stock at $0.93 per share through February 26, 2015; and

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options to purchase 6,250 shares of common stock at $0.40 per share through September 26, 2017.

The number of shares beneficially owned by Ms. Gimler excludes unvested options to purchase 18,750 shares of our common stock at an exercise price of $.40 per share through September 26, 2017 and options to purchase 60,000 shares of our common stock at an exercise price of $.14 per share through December 29, 2018.

⁽⁵⁾	The number of shares beneficially owned by General Caldwell includes:

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options to purchase 5,000 shares of common stock at $0.42 per share through August 24, 2010;

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options to purchase 2,500 shares of common stock at $0.68 per share through November 29, 2010;

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options to purchase 7,500 shares of common stock at $0.37 per share through August 25, 2011; and

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options to purchase 50,000 shares of common stock at $0.97 per share through March 9, 2015.

The number of shares beneficially owned by General Caldwell excludes unvested options to purchase 7,500 shares of common stock at $0.37 per share through August 25, 2012 and unvested options to purchase 7,500 shares of common stock at $0.38 per share through September 22, 2013.

⁽⁶⁾	The number of shares beneficially owned by Mr. Hayes includes:

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options to purchase 7,500 shares of common stock at $1.00 per share through November 9, 2010;

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options to purchase 2,500 shares of common stock at $0.68 per share through November 29, 2010; and

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options to purchase 10,000 shares of common stock at $0.37 per share through November 10, 2011.

The number of shares beneficially owned by Mr. Hayes excludes unvested options to purchase 10,000 shares of common stock at $0.37 per share through November 10, 2012 and unvested options to purchase 10,000 shares of common stock at $.38 per share through September 22, 2013.

⁽⁷⁾	The number of shares beneficially owned by Mr. Telesco includes:

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warrants to purchase 100,000 shares of common stock at $1.25 per share through October 1, 2011;

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warrants to purchase 150,000 shares of common stock at $1.25 per share through March 19, 2013.;

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warrants to purchase 81,967 shares of common stock at $1.25 per share through May 14, 2013;

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warrants to purchase 92,593 shares of common stock at $1.25 per share through July 1, 2013;

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warrants to purchase 208,333 shares of common stock at $1.25 per share through November 20, 2013;

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options to purchase 5,000 shares of common stock at $.66 per share through December 18, 2011; and

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options to purchase 5,000 shares of common stock at $.47 per share through December 17, 2012.

The number of shares beneficially owned by Mr. Telesco excludes unvested options to purchase 5,000 shares of common stock at $0.47 per share through December 19, 2013.

⁽⁸⁾	The number of shares beneficially owned by Dr. Walton includes:

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options to purchase 5,000 shares of common stock at $0.42 per share through August 24, 2010;

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options to purchase 2,500 shares of common stock $0.68 per share through November 30, 2010;

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warrants to purchase 21,429 shares of common stock at $1.25 per share through October 1, 2011; and

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options to purchase 7,500 shares of common stock at $0.37 per share through August 25, 2011.

The number of shares beneficially owned by Dr. Walton excludes unvested options to purchase 7,500 shares of common stock at $0.37 per share through August 25, 2012 and options to purchase 7,500 shares of common stock at $0.38 per share through September 22, 2013.

⁽⁹⁾	The address for Quantum Industrial Partners, LDC is c/o Curacao Corporation Company, N.V., Kaya Flamboyan, Willenstad Curacao, Netherlands, Antilles.

⁽¹⁰⁾ The address for Glenhill Capital Management, LP is 598 Madison Avenue, 12th Floor, New York, NY 10022. The number of shares beneficially owned by Glenhill Capital Management, LP includes warrants to purchase 89,286 shares of common stock at $1.25 per share through October 1, 2011.

THE AMENDMENT

INCREASE IN THE NUMBER OF AUTHORIZED

SHARES OF COMMON STOCK FROM

40,000,000 SHARES TO 50,000,000 SHARES

Purpose of the Amendment

As of January 15, 2009, there were 35,838,351 shares of our common stock outstanding, and options and warrants to purchase 4,976,972 shares of our common stock outstanding. The additional shares of common stock authorized under the Amendment would be identical to the shares of common stock now authorized. Holders of common stock do not have preemptive rights to subscribe for additional securities, which may be issued by our company.

The purpose of the increase in the number of authorized shares of our common stock is to make additional shares available for use by our Board of Directors as it deems appropriate or necessary. The additional shares could be used, among other things, for the declaration of stock splits or stock dividends, for acquisitions of other companies, for public or private financings to raise additional capital, for the expansion of business operations, the issuance of stock under options granted or to be granted under various stock incentive plans or other benefit plans for our employees and non-employee directors, and the issuance of stock under warrants granted or to be granted in the future. We will need to raise additional capital during 2009 in order to fund our operations. We anticipate that funding will come through the sale of equity securities or securities that are convertible into equity securities. While our registration statement covering the offer and sale on a best-efforts basis of up to 3,500,000 shares of our common stock at $0.28 per share was declared effective by the Securities and Exchange Commission in November 2008 we have yet to make any sales in this self-underwritten offering. No specific plans or agreements exist at this time with respect to the financing and no assurances can be given that a financing will take place or will be available on terms that are favorable to our company. Except for the need to raise additional capital, there are currently no plans, agreements, arrangements, or understanding, for the issuance of additional shares of common stock.

The issuance of additional shares of common stock may, among other things, have a dilutive effect on the earnings per share and on the equity and voting power of existing holders of common stock and may adversely affect the market price of our common stock. The increase in the authorized number of shares of our common stock could also have an anti-takeover effect. The availability for issuance of additional shares of common stock could discourage, or make more difficult efforts to obtain control of our company because shares could be issued to dilute the voting power of a person seeking to take control.

Manner of Effecting the Amendment.

The increase in our authorized shares of common stock from 40,000,000 shares to 50,000,000 shares will be effected by the filing of the Amendment with the Secretary of State of the State of Delaware. The Amendment will specify the effective date of the Amendment will be March [ ], 2009, which is 20 days after this Information Statement was first mailed to our stockholders.

No Dissenter’s Rights

Under Delaware law stockholders are not entitled to dissenter’s rights of appraisal with respect to the Amendment.

WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

We file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:

Public Reference Room Office
100 F Street, N.E.
Room 1580
Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1 202 551 8090 for further information on the operations of the public reference facilities.

		PURADYN FILTER TECHNOLOGIES INCORPORATED
		By:	/s/ Joseph V. Vittoria
			Joseph V. Vittoria, Chairman and CEO

EXHIBIT A

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

PURADYN FILTER TECHNOLOGIES INCORPORATED

(A Delaware Corporation)

Pursuant to Section 242 of the Delaware General Corporations Law, the undersigned, being the Chairman and Chief Executive Officer of Puradyn Filter Technologies Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that the following resolutions were adopted by the Corporation’s Board of Directors and its stockholders as hereinafter described:

RESOLVED, that the Certificate of Incorporation of the Corporation, as amended, shall be further amended by deleting the first paragraph of Article V Capital Stock and replacing it as follows:

The aggregate number of shares of all classes of capital stock which the Corporation has authority to issue is 50,500,000 of which 50,000,000 are to be shares of Common Stock, $.001 par value per share, and of which 500,000 are to be shares of Preferred Stock, $.001 par value per share. The shares may be issued by the Corporation from time to time as approved by the Board of Directors of the Corporation without the approval of the stockholders.

FURTHER RESOLVED, except for the deletion and substitution of the first paragraph of Article V Capital Stock of the Corporation’s Certificate of Incorporation, as amended, all other provisions of the Corporation’s Certificate of Incorporation, as amended, shall remain in full force and effect.

The foregoing resolution and this Certificate of Amendment were adopted by the Board of Directors of the Corporation pursuant to a written consent of the Directors of the Corporation dated January 30, 2009 in accordance with Section 141 of the Delaware General Corporation Law, and by the written consent dated February [ ], 2009 of the holders of shares of the Corporation’s voting stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted in accordance with Section 228 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Joseph V. Vittoria, its Chief Executive Officer, this ______ day of February, 2009.

		Puradyn Filter Technologies Incorporated
		By:
			Joseph V. Vittoria, Chairman and CEO