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.)
Check the
appropriate box:
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[X]
Preliminary Information Statement
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Confidential, for Use of the Commission Only
(as
permitted by Rule 14c-5 (d)(2))
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[
]Definitive Information Statement
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MAGNEGAS
CORPORATION
(Name of
Registrant As Specified In Charter)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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Title
of each class of securities to which transaction
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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Proposed
maximum aggregate value of transaction:
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Total
fee paid:
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[
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Fee
paid previously with preliminary materials.
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[
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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1)
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Amount
Previously Paid:
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Form,
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Date
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MAGNEGAS
CORPORATION
35246
US Highway 19N, #311
Palm
Harbor, Florida 34684
December
30, 2008
Dear
Stockholder:
The
accompanying Information Statement is being furnished to the holders of shares
of the common stock of MagneGas Corporation (the "Company"), a Delaware
corporation. The Board of Directors (the "Board") is not soliciting
your proxy and you are requested not to send us a proxy. The purpose
of this Information Statement is to notify you of actions already approved
by written consent of a majority of the voting stockholders and the
Board. Pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, the
following actions will not be effective until twenty (20) days after the
date the Information Statement is mailed to the stockholders:
(1) To
authorize the Company's Board of Directors to amend our Articles of
Incorporation in the State of Delaware to increase the maximum number of shares
of stock that the Company shall be authorized to have outstanding at any time to
Nine Hundred Million (900,000,000) shares of common stock at par value of $.001
with no preemptive rights.
The
enclosed Information Statement is being mailed on or about January 12, 2009 to
stockholders of record as of the close of business on December 30,
2008. You are urged to read the enclosed Information Statement in its
entirety.
For the
Board of Directors of
MAGNEGAS
CORPORATION
By: /s/ Dr. Ruggero Maria
Santilli
DR.
RUGGERO MARIA SANTILLI
CHIEF
EXECUTIVE OFFICER
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
INFORMATION
STATEMENT
MAGNEGAS
CORPORATION
150
Rainville Rd.
Tarpon
Springs, Florida 34689
Phone:
727-934-9593
December
30, 2008
COPIES
OF COMMUNICATIONS TO:
Anslow
& Jaclin, LLP
Attn:
Gary S. Eaton, Esq.
195
Route 9 South, Suite 204
Manalapan,
New Jersey 07726
Phone:
732-409-1212
Fax:
732-577-1188
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission
and is being furnished, pursuant to Section 14C of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), to the holders of the common stock
(the “Shareholders”), par value $.001 per share (the "Common Stock"), of
MagneGas Corporation, a Delaware Corporation (the "Company"), to notify such
Stockholders of the following:
(1) On
or about December 30, 2008 the Company received written consents in lieu of a
meeting of Stockholders from holders of 51,090,480 shares representing
approximately 73.6% of the 69,444,833 total issued and outstanding shares of
voting stock of the Company (the "Majority Stockholders") approving an amendment
to the Articles of Incorporation of the Company (the "Amendment"), to: (i)
increase the maximum number of shares of stock that the Company shall be
authorized to have outstanding at any time to Nine Hundred million (900,000,000)
shares of common stock at par value of $.001 with no preemptive
rights. These additional shares will have the same rights,
privileges, preferences and restrictions as the Company’s shares of common which
are currently authorized.
On
December 30, 2008, pursuant to Delaware General Corporation Law (“DGCL”), the
Board of Directors of the Company approved the above-mentioned actions, subject
to Stockholder approval. According to DGCL, a majority of the outstanding shares
of voting capital stock entitled to vote on the matter is required in order to
amend the Company’s Articles of Incorporation. The Majority
Stockholders approved the action by written consent in lieu of a meeting on
December 30, 2008, in accordance with the DGCL. Accordingly, your consent is not
required and is not being solicited in connection with the approval of the
action.
In order
to eliminate the costs and management time involved in holding a special
meeting, and in order to effectuate the Amendment as early as possible in order
to accomplish the purposes of the Company, the Board of Directors of the Company
decided to utilize the written consent of the Majority Stockholders of the
Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
The
entire cost of furnishing this Information Statement will be borne by the
Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the common stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on December 30,
2008, as the record date (the "Record Date") for the determination of
Stockholders who are entitled to receive this Information
Statement.
Each
share of our common stock entitles its holder to one vote on each matter
submitted to the stockholders. However, because the stockholders holding at
least a majority of the voting rights of all outstanding shares of capital stock
as of the Record Date have voted in favor of the foregoing actions by
resolution; and having sufficient voting power to approve such proposals through
their ownership of the capital stock, no other consents will be solicited in
connection with this Information Statement.
You are
being provided with this Information Statement pursuant to Section 14C of the
Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance
therewith, the forgoing action will not become effective until at least 20
calendar days after the mailing of this Information Statement.
This
Information Statement is being mailed on or about January 12, 2009 to all
Stockholders of record as of the Record Date.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files
reports, proxy statements and other information including annual and quarterly
reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and
Exchange Commission (the “Commission”). Reports and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, N.E., Washington, DC 20549.
Copies of such material can be obtained upon written request addressed to the
Commission, Public Reference Section, 100 F Street, N.E., Washington,
D.C. 20549, at prescribed rates. The Commission maintains a web site on the
Internet (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission through the Electronic Data Gathering, Analysis and Retrieval
System (“EDGAR”).
The
following documents as filed with the Commission by the Company are incorporated
herein by reference:
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1.
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Quarterly
Report on Form 10-Q for the quarter ended September 30,
2008;
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2.
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Annual
Report on Form 10-K for the year ended December 31,
2007.
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OUTSTANDING
VOTING SECURITIES
As of the
date of the Consent by the Majority Stockholders, December 30, 2008, the Company
had 69,444,833 shares of common stock issued and outstanding. Each
share of outstanding common stock is entitled to one vote on matters submitted
for Stockholder approval.
On
December 30, 2008 the holders of 51,090,480 shares representing approximately
73.6% of the 69,444,833 shares of common stock then outstanding executed and
delivered to the Company a written consent approving the actions set forth
herein. Since the action has been approved by the Majority Stockholders, no
proxies are being solicited with this Information Statement.
The DGCL
provides in substance that unless the Company's articles of incorporation
provides otherwise, stockholders may take action without a meeting of
stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all shares entitled to vote thereon were
present.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the number and percentage of shares of our common
stock owned as of December 30, 2008 by all persons (i) known to us
who own more than 5% of the outstanding number of such shares, (ii) by all of
our directors, and (iii) by all officers and directors of us as a group. Unless
otherwise indicated, each of the stockholders has sole voting and investment
power with respect to the shares beneficially owned.
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Common
Stock
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Luisa
Ingargiola
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15,500,000
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22.3%
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Common
Stock
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Carla
Santilli
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42,275,000
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60.8%
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Common
Stock
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Ruggero
Santilli
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45,590,480
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65.6%
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Common
Stock
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Ermanno
Santilli
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5,000,000
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7.1%
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Common
Stock
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Richard
Connelly
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1,
530,000
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2.2%
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Common
Stock
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Bo
Linton
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6,500,000
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9.4%
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Officers
and Directors As a Group
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52,620,480
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75.7%
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(1)
The
percent of class is based on 69,444,833 shares of common stock issued and
outstanding as of Dec. 30, 2008.
DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no right under the DGCL, the Company’s articles of
incorporation consistent with above or By-Laws to dissent from any of the
provisions adopted as set forth herein.
AMENDMENTS
TO THE ARTICLES OF INCORPORATION
The
consent of a majority of the voting shares of the Company was given for
approving the amendment of the Company’s Articles of Incorporation to: (i)
increase the number of the Company’s authorized shares of common stock from
100,000,000 shares to 900,000,000 shares. These additional
shares will have the same rights, privileges, preferences and restrictions as
the Company’s shares of common stock which are currently
authorized.
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK.
The
Company's Articles of Incorporation, as amended (the "Articles of
Incorporation") authorizes the maximum number of shares outstanding at any time
shall be nine hundred million (900,000,000) shares of common stock with no
preemptive rights, $.001 par value. On December 30, 2008, the Board
of Directors approved an amendment to the Articles of Incorporation to authorize
nine-hundred million (900,000,000) shares of common stock. Each share of common
stock is entitled to one vote. The Board of Directors is authorized to fix the
number of shares of and to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon the common stock or
preferred stock. These additional shares of common stock will have
the same rights, privileges, preferences and restrictions as the Company’s
shares of common stock which are currently authorized. On December 30, 2008, the
holders of a majority of the outstanding shares of common stock approved the
amendment by written consent.
The
general purpose and effect of the amendment to the Company's Articles of
Incorporation is to authorize eight-hundred million (800,000,000) additional
shares of common stock. If the Board of Directors deems it to be in
the best interests of the Company and the Stockholders to issue additional
shares of common stock in the future from authorized shares, the Board of
Directors generally will not seek further authorization by vote of the
Stockholders, unless such authorization is otherwise required by law or
regulations.
EFFECTIVE
DATE OF AMENDMENTS
Pursuant
to Rule 14c-2 under the Exchange Act, the effective date of the action stated
herein, shall not occur until a date at least twenty (20) days after the date on
which this Information Statement has been mailed to the Stockholders. The
Company anticipates that the actions contemplated hereby will be effected on or
about the close of business on February 2, 2008.
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By
Order of the Board of Directors
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By:
/s/ Dr.
Ruggero Maria Santilli
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DR.
RUGGERO MARIA SANTILLI
Chief
Executive Officer
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