0001213900-12-004699.txt : 20120816 0001213900-12-004699.hdr.sgml : 20120816 20120816132745 ACCESSION NUMBER: 0001213900-12-004699 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120816 DATE AS OF CHANGE: 20120816 GROUP MEMBERS: CARLA SANTILLI GROUP MEMBERS: CLEAN ENERGIES TECH CORP. GROUP MEMBERS: ERMANNO SANTILLI GROUP MEMBERS: GLOBAL ALPHA LLC GROUP MEMBERS: GLOBAL BETA LLC GROUP MEMBERS: HYFUELS INC. GROUP MEMBERS: LUISA INGARGIOLA GROUP MEMBERS: RM SANTILLI FOUNDATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Santilli Ruggero M CENTRAL INDEX KEY: 0001396053 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 35246 US 19 NORTH N.215 CITY: PALM HARBOR STATE: FL ZIP: 34684 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGNEGAS CORP CENTRAL INDEX KEY: 0001353487 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 260250418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82791 FILM NUMBER: 121039484 BUSINESS ADDRESS: STREET 1: 150 RAINVILLE ROAD CITY: TARPON SPRINGS STATE: FL ZIP: 34689 BUSINESS PHONE: (727) 932-9593 MAIL ADDRESS: STREET 1: 35246 US 19 #311 CITY: PALM HARBOR STATE: FL ZIP: 34684 FORMER COMPANY: FORMER CONFORMED NAME: 4307 Inc DATE OF NAME CHANGE: 20060215 SC 13D 1 sc13d0612hyfuel_magnegas.htm SCHEDULE 13D sc13d0612hyfuel_magnegas.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under The Securities Exchange Act Of 1934

(Amendment No.   )*
 
MagneGas Corporation
(Name of Issuer)
 
COMMON STOCK, $0.001 Par Value per Share
SERIES A PREFERRED STOCK, $0.001 Par Value per Share
(Title of Class of Securities)

55939L 202
 (CUSIP Number)

Luisa Ingargiola
Chief Financial Officer
Magnegas Corporation
150 Rainville Road
Tarpon Springs, FL 34689
(727) 934-3448 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 With copies to:
Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726
Tel. No.: (732) 409-1212
Fax No.: (732) 577-1188
 
August 13, 2012
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box o.

 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*
  
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
HyFuels, Inc.
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
o
(6)
 
 
Citizenship or place of organization
 
FLORIDA
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
3,010,000 shares of common stock
(8)
 
 
Shared voting power
 
0
(9)
 
 
Sole dispositive power
 
3,010,000 shares of common stock
(10)
 
 
Shared dispositive power
 
0
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
3,010,000 shares of common stock
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
17.0%
(14)
 
 
Type of reporting person (see instructions)
 
CO

 
2
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
Global Alpha, LLC
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
o
(6)
 
 
Citizenship or place of organization
 
FLORIDA
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
2,267,610 shares of common stock
1,000,000 shares of Series A Preferred Stock                                                                           
(8)
 
 
Shared voting power
 
0
(9)
 
 
Sole dispositive power
 
2,267,610 shares of common stock
1,000,000 shares of Series A Preferred Stock
(10)
 
 
Shared dispositive power
 
0
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
2,267,610 shares of common stock
1,000,000 shares of Series A Preferred Stock
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
12.8% of common stock
100% of Series A Preferred Stock
(14)
 
 
Type of reporting person (see instructions)
 
OO
 
 
3
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
Global Beta, LLC
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
 
o
(6)
 
 
Citizenship or place of organization
 
FLORIDA
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
901,000 shares of common stock
(8)
 
 
Shared voting power
 
0
(9)
 
 
Sole dispositive power
 
901,000 shares of common stock
(10)
 
 
Shared dispositive power
 
0
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
901,000 shares of common stock
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
5.1%
(14)
 
 
Type of reporting person (see instructions)
 
OO

 
4
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
Clean Energies Tech Corp.
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
(4)
 
Source of funds (see instructions)
 
WC, OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
o
(6)
 
 
Citizenship or place of organization
 
FLORIDA
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
313,000 shares of common stock
(8)
 
 
Shared voting power
 
0
(9)
 
 
Sole dispositive power
 
313,000 shares of common stock
(10)
 
 
Shared dispositive power
 
0
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
313,000 shares of common stock
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
 
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
1.8%
(14)
 
 
Type of reporting person (see instructions)
 
CO

 
5
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
RM Santilli Foundation
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
o
(6)
 
 
Citizenship or place of organization
 
FLORIDA
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
270,000 shares of common stock
(8)
 
 
Shared voting power
 
0
(9)
 
 
Sole dispositive power
 
270,000 shares of common stock
(10)
 
 
Shared dispositive power
 
0
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
270,000 shares of common stock
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
1.5%
(14)
 
 
Type of reporting person (see instructions)
 
OO

 
6
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
Dr. Ruggero Maria Santilli
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
 
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
o
(6)
 
 
Citizenship or place of organization
 
U.S.A.
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
85,000 shares of common stock (1)
(8)
 
 
Shared voting power
 
6,896,610 shares of common stock
1,000,000 shares of Series A Preferred Stock
(9)
 
 
Sole dispositive power
 
85,000 shares of common stock (1)
(10)
 
 
Shared dispositive power
 
6,896,610 shares of common stock
1,000,000 shares of Series A Preferred Stock
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
6,896,610 shares of common stock
1,000,000 shares of Series A Preferred Stock
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
38.6% of common stock
100% of Series A Preferred Stock
(14)
 
 
Type of reporting person (see instructions)
 
IN
 
(1)  
Includes 75,000 shares of common stock underlying an option held by Dr. Ruggero Maria Santilli that is presently exercisable or exercisable within 60 days.
 
 
7
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
Carla Santilli
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
 
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
o
(6)
 
 
Citizenship or place of organization
 
U.S.A.
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
50,000 shares of common stock (2)
(8)
 
 
Shared voting power
 
6,896,610 shares of common stock
1,000,000 shares of Series A Preferred Stock
(9)
 
 
Sole dispositive power
 
50,000 shares of common stock (2)
(10)
 
 
Shared dispositive power
 
6,834,110 shares of common stock
1,000,000 shares of Series A Preferred Stock
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
6,834,110 shares of common stock
1,000,000 shares of Series A Preferred Stock
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
38.6% of common stock
100% of Series A Preferred Stock
(14)
 
 
Type of reporting person (see instructions)
 
IN
 
(2)  
Consists of 50,000 of shares of common stock underlying an option held by Carla Santilli that is presently exercisable or exercisable within 60 days.
 
 
8
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
Luisa Ingargiola
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
 
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
o
(6)
 
 
Citizenship or place of organization
 
U.S.A.
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
600,000 shares of common stock (3)
(8)
 
 
Shared voting power
 
4,513,000 shares of common stock
(9)
 
 
Sole dispositive power
 
600,000 shares of common stock (3)
(10)
 
 
Shared dispositive power
 
4,513,000 shares of common stock
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
4,513,000 shares of common stock
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
25.4%
(14)
 
 
Type of reporting person (see instructions)
 
IN
 
(3)  
Includes 50,000 shares of common stock underlying an option held by Luisa Ingargiola that is presently exercisable or exercisable within 60 days.
 
 
9
 
CUSIP NO: 55939L 202
 
(1)
 
Names of reporting persons
 
Ermanno Santilli
(2)
 
 
Check the appropriate box if a member of a group (see instructions)
(a)
(b)
x
o
(3)
 
 
SEC use only
 
(4)
 
Source of funds (see instructions)
 
OO
(5)
 
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 
o
(6)
 
 
Citizenship or place of organization
 
U.S.A.
Number of shares beneficially owned by each reporting person with:
(7)
 
 
Sole voting power
 
609,050 shares of common stock (4)
(8)
 
 
Shared voting power
 
4,202,050 shares of common stock
(9)
 
 
Sole dispositive power
 
609,050 shares of common stock (4)
(10)
 
 
Shared dispositive power
 
4,202,050 shares of common stock
(11)
 
 
Aggregate amount beneficially owned by each reporting person
 
4,202,050
(12)
 
 
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
(13)
 
 
Percent of class represented by amount in Row (11)
 
23.6% shares of common stock
(14)
 
 
Type of reporting person (see instructions)
 
IN
 
(4)  
Includes 75,000 shares of common stock underlying an option held by Ermanno Santilli that is presently exercisable or exercisable within 60 days.
 
 
10
 
CUSIP NO: 55939L 202
 
ITEM 1. SECURITY AND ISSUER.
 
This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (the “Common Shares”), and the preferred stock, par value of $0.001 per share (the “Preferred Shares”), of MagneGas Corporation, a Delaware Corporation (the “Company”). The principal executive office of the Company is located at 150 Rainville Road, Tarpon Springs, FL 34689.

On June 26, 2012 the Company effected a 10-for-1 reverse stock split of its common stock.  All numbers of Common Shares listed herein are the number of post-split shares.

ITEM 2.  IDENTITY AND BACKGROUND.
 
(a)     
This statement is filed by HyFuels, Inc., a Florida corporation (“HyFuels”), Global Alpha, LLC, a Florida limited liability company (“Global Alpha”), Global Beta, LLC, a Florida limited liability company (“Global Beta”), Clean Energies Tech Corp., a Florida corporation (“Clean Energies”), RM Santilli Foundation, a Florida not-for-profit corporation (the “Foundation”), Dr. Ruggero Maria Santilli (“Ruggero”), Carla Santilli (“Carla”), Luisa Ingargiola (“Luisa”), and Ermanno Santilli (“Ermanno”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 
Ruggero and Carla are husband and wife, and they are the parents of Luisa and Ermanno.

There are no (i) directors or officers of HyFuels, (ii) members or managers of Global Alpha, (iii) members or managers of Global Beta, (iv) directors or officers of Clean Energies, or (v) directors or officers of the Foundation other than Ruggero, Carla, Luisa, and Ermanno.

(b)
Each of the Reporting Persons’ business address is 150 Rainville Road, Tarpon Springs, FL 34689.

(c)           The present principal occupations of the Reporting Persons are:

(i)  
HyFuels used to own patents and other intellectual property, which it sold to the Company in 2009 (see Item 3).  Now the principal business of HyFuels is holding securities for the accounts of Ruggero, Carla, Luisa, and Ermanno.
 
(ii)  
The principal business of Global Alpha is holding securities for the account of Ruggero and Carla.
 
(iii)  
The principal business of Global Beta is holding securities for the account of Ruggero, Carla, and Luisa.
 
(iv)  
Clean Energies used to be an independent operating company, before the Company took over its operations in 2007 (see Item 3).  Now, the principal business of Clean Energies is holding securities for the accounts of Ruggero and Ermanno.
 
(v)  
The Foundation is a non-for-profit scientific foundation controlled by Ruggero.
 
(vi)  
Ruggero is the Chairman of the Board of Directors of the Company.  He is also the president, chief executive officer, and director of each of HyFuels and Clean Energies, and is the managing member of each of Global Alpha and Global Beta.
 
(vii)  
Carla is a director of the Company.  She is also the secretary and director of HyFuels, a director of each of Clean Energies and the Foundation, and a member of each of Global Alpha and Global Beta.
 
(viii)  
Luisa is the Chief Financial Officer, Secretary, and Director of the Company. She is also a member of Global Beta.
 
(ix)  
Ermanno is the Chief Executive Officer and Director of the Company.  He is also the treasurer and director of HyFuels, a member of Global Alpha, and the president and director of the Foundation.
 
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
11
 
CUSIP NO: 55939L 202
 
(f)
Each of the individuals who are Reporting Persons are citizens of the United States of America.  Each of the entities who are Reporting Persons are organized in State of Florida.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
On April 2, 2007 Clean Energies entered into a Stock Purchase Agreement with 4307, Inc. (the “4307 SPA”), under which Clean Energies purchased 10,000 shares of common stock of 4307, Inc., constituting 100% of the issued and outstanding shares, for an aggregate of $30,000 in cash.  Clean immediately renamed the entity MagneGas Corporation.  The funds for such purchase came from the working capital of Clean Energies.

In April 2007, the Company entered into a Licensing Agreement with HyFuels (the “HyFuels Licensing Agreement”), under which it issued 10,000 Common Shares to HyFuels in exchange for use of intellectual property.

In 2007 the Company issued Common Shares as founder shares to Ruggero and entities he controlled.  The Company issued 2,924,500 Common Shares to Global Alpha, 2,000 Preferred Shares to Global Alpha, 1,000,000 Common Shares to Global Beta, and 300,000 Common Shares to Clean Energies.  The Company also issued 100,000 Common Shares to the Foundation as a gift.

On June 30, 2007, Clean Energies purchased an additional 3,000 Common Shares, valued at $30,000, in a Regulation D offering, with working capital.

In 2007, the Company issued 500,000 Common Shares to Luisa as founder shares in exchange for services rendered in the development of the Company’s technology.  Luisa subsequently transferred these 500,000 Common Shares to her brother, Ermanno.
 
In February 2008, the Company entered into a five-year consulting agreement with Ruggero, the terms of which included the issuance of 10,000 Common Shares per month to Ruggero (the “Ruggero Consulting Agreement”).  On June 11, 2012, such consulting agreement was terminated and replaced with an employment agreement between Ruggero and the Company (“Ruggero Employment Agreement”).  Pursuant to such employment agreement, Ruggero is not issued Common Shares, but was issued an option to purchase 450,000 Common Shares at an exercise price of $1.50 per Common Share.  Such option vests over a three-year period at 37,500 Common Shares per quarter.  As of the date hereof, 75,000 Common Shares underlying such option are currently exercisable or will be exercisable within 60 days.
 
On December 28, 2009, pursuant to a Stock Purchase Agreement (the “HyFuels SPA”), the Company issued 3,000,000 Common Shares to HyFuels, valued at the fair market trading value of the stock at the time of purchase, in exchange for the intellectual property and U.S. patents held by HyFuels, which were valued at the fair market value of $627,000 at the time of the transaction.
 
The Company entered into an employment agreement with Luisa, under which Luisa was issued an option to purchase 300,000 Common Shares at an exercise price of $1.50 per Common Share (the “Luisa Employment Agreement”).  Such option vests over a three-year period at 25,000 Common Shares per quarter.  As of the date hereof, 50,000 Common Shares underlying such option are currently exercisable or will be exercisable within 60 days.
 
The Company entered into an employment agreement with Carla, under which Carla was issued an option to purchase 300,000 Common Shares at an exercise price of $1.50 per Common Share (the “Carla Employment Agreement”).  Such option vests over a three-year period at 25,000 Common Shares per quarter.  As of the date hereof, 50,000 Common Shares underlying such option are currently exercisable or will be exercisable within 60 days.
 
The Company entered into an employment agreement with Ermanno, under which Emanno was issued an option to purchase 450,000 Common Shares at an exercise price of $1.50 per Common Share (the “Ermanno Employment Agreement”).  Such option vests over a three-year period at 37,500 Common Shares per quarter.  As of the date hereof, 75,000 Common Shares underlying such option are currently exercisable or will be exercisable within 60 days.
 
On January 10, 2012, the Company entered into a contract for the purchase and sale of intellectual property with Ruggero (the “2012 IP Purchase Agreement”), pursuant to which the Company issued 998,000 Preferred Shares to Global Alpha in exchange for Ruggero transferring to the Company all present and future intellectual property on all applications and developments that can be obtained from his Magnecular Bond, including patents, patent applications, domain names, copyrights, and know how.
 
 
12
 
CUSIP NO: 55939L 202
 
ITEM 4.  PURPOSE OF TRANSACTION.
 
The Reporting Persons, constitute a “group” that, as of the date hereof, collectively beneficially own approximately 7,982,660 Common Shares, or 45.0%, of the Company’s total number of Common Shares outstanding, and 1,000,000 Preferred Shares, or 100%, of the Company’s total number of Preferred Shares outstanding, for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.  Pursuant to the Certificate of Incorporation of the Company, as amended, each Preferred Share is entitled to 100,000 votes on all matters submitted to a stockholder vote, compared to 1 vote per Common Share.  Accordingly, the Reporting Persons have an aggregate of over 99.9% of the total voting rights of the Company.  The Reporting Persons acknowledge they are also acting as a “group” for the purpose of causing the Company to qualify as a controlled company under Rule 5615(c) of the NASDAQ Listing Rules.

The Reporting Persons intend to review their respective investments in the Company on a continuing basis and may, at any time, consistent with the obligations of the Reporting Persons under the federal securities laws, determine to increase or decrease his respective ownership of securities of the Company through transactions in open market ordinary brokerage transactions, in privately negotiated transactions, by gift or other disposition.  The review of investments in the Company by the Reporting Persons will depend on various factors, including the Company’s business prospects, other developments concerning the Company, alternative investment opportunities, general economic conditions, money and stock market conditions, personal circumstances, and any other facts and circumstances which may become known to the Reporting Persons regarding their respective investments in the Company.  

As discussed in Items 3 and 6 herein, each of Ruggero, Carla, Luisa, and Ermanno have employment agreements with the Company, under which they were issued options to purchase Common Shares which will progressively vest over a three-year period.  Other than the vesting of such options, at the time of filing this Statement, the Reporting Persons have no plans to acquire additional securities of the Company in open market ordinary brokerage transactions or in privately negotiated transactions, or dispose of their Common Shares or Preferred Shares, but may engage in such transactions in the future.
 
As a result of the Reporting Persons’ substantial ownership of Common Shares and Preferred Shares, majority voting interest, and their positions as directors and officers of the Company discussed in Item 2(c), the Reporting Persons are in a position to influence the management and policies of the Issuer and to influence the outcome of corporate actions requiring stockholder approval. From time to time, the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer. Except as described above in this Item 4, no Reporting Person or any individual otherwise identified in Item 2 of this Schedule 13D has any present plans or proposals requiring disclosure under Item 4(a)-(j) of Schedule 13D.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.
 
(a)  
The aggregate percentage of Shares reported owned by each person named herein is based upon 17,724,689 Common Shares and 1,000,000 Preferred Shares outstanding, which is the total number of Common Shares and Preferred Shares outstanding as of August 13, 2012, as reported in the Company’s Amendment No. 6 to the Registration Statement filed with the Securities and Exchange Commission on August 14, 2012.
 
As of the close of business on August 14, 2012, HyFuels beneficially owned 3,010,000 Common Shares, Global Alpha beneficially owned 2,267,610 Common Shares, Global Beta beneficially owned 901,000 Common Shares, Clean Energies beneficially owned 313,000 Common Shares, and the Foundation beneficially owned 270,000 Common Shares, representing percentage ownership of approximately 17.0%, 12.8%, 5.1%, 1.8%, and 1.5%, respectively, of the Common Shares outstanding.  Global Alpha beneficially owned 1,000,000 Preferred Shares, representing 100% of the Preferred Shares outstanding.
 
Ruggero is the owner of 45% of the common stock of HyFuels, 50% of the membership interests of Global Alpha, 2.5% of the membership interests of Global Beta, 50% of the common stock of Clean Energies, 75,000 Common Shares underlying an option that are presently exercisable or exercisable within 60 days, and 10,000 Common Shares.  Carla is the owner of 45% of the common stock of HyFuels, 50% of the membership interests of Global Alpha, 2.5% of the membership interests of Global Beta, a 50% interest in the Foundation, and 50,000 Common Shares underlying an option that are presently exercisable or exercisable within 60 days. As husband and wife, Ruggero and Carla may be deemed to beneficially own the Common Shares held by each of HyFuels, Global Alpha, Global Beta, Clean Energies, the Foundation, the Preferred Shares held by Global Alpha, the Common Shares underlying options that are presently exercisable or exercisable within 60 days held by each of Ruggero and Carla, and the Common Shares individually held by Ruggero, constituting 6,896,610 Common Shares and 1,000,000 Preferred Stock, representing 38.6% of the Common Shares outstanding and 100% of the Preferred Shares outstanding.
 
Luisa is the owner of 4% of the common stock of HyFuels, 95% of the membership interests of Global Beta, and 50,000 Common Shares underlying an option that are presently exercisable or exercisable within 60 days.  She may be deemed to beneficially own 2,000 Common Shares held by immediate family members.  Luisa may be deemed to beneficially own the Common Shares held by HyFuels and Beta, the 50,000 Common Shares underlying her option, and the Common Shares held by immediate family members, constituting 4,513,000 Common Shares, representing 25.4% of the Common Shares outstanding.
 
13
 
CUSIP NO: 55939L 202
 
Ermanno is the owner of 4% of the common stock of HyFuels, 50% of the common stock of Clean Energies, has a 50% interest in the Foundation, 75,000 Common Shares underlying an option that are presently exercisable or exercisable within 60 days, and 534,040 Common Shares.  Ermanno may be deemed to beneficially own the Common Shares held by Hyfuelds, Clean Energies, and the Foundation, the 75,000 Common Shares underlying his option, and the Common Shares he personally holds, constituting 4,202,050 Common Shares, representing 23.6% of the Common Shares outstanding.
 
(b)  
Each of HyFuels, Global Alpha, Global Beta, Clean Energies, the Foundation, Ruggero, Carla, Luisa, and Ermanno share voting and dispositive power over the Common Shares each such person or entity beneficially owns.  Each of Global Alpha, Ruggero, Carla may be deemed to have sole voting and dispositive power over the Preferred Shares.
 
(c)  
The only transactions of the securities of the Company involving the Reporting Persons during the last sixty days consist of the following:
 
1.  
37,500 Common Shares underlying an option held by Ruggero vested on July 1, 2012, pursuant to the Ruggero Employment Agreement.
 
2.  
25,000 Common Shares underlying an option held by Carla vested on July 1, 2012, pursuant to the Carla Employment Agreement.
 
3.  
25,000 Common Shares underlying an option held by Luisa vested on July 1, 2012, pursuant to the Luisa Employment Agreement.
 
4.  
37,500 Common Shares underlying an option held by Ermanno vested on July 1, 2012, pursuant to the Ermanno Employment Agreement.
 
(d)  
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares and Preferred Shares listed herein.
 
(e)  
Not applicable.
 
ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
 
The disclosure under Item 3, Item 4, and Item 5 hereof is incorporated by reference, particularly the discussions about the 4307 SPA, the HyFuels Licensing Agreement, the Ruggero Consulting Agreement, the Ruggero Employment Agreement, the HyFuels SPA, the Luisa Employment Agreement, the Carla Employment Agreement, the Ruggero Employment Agreement, and the 2012 IP Purchase Agreement, as well as Ruggero’s, Carla’s, Luisa’s, and Ermanno’s respective interests in HyFuels, Global Alpha, Global Beta, Clean Energies, and the Foundation.
 
On August 16, 2012, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Company.
 
ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.
 

99.1
Joint Filing Agreement by and among HyFuels, Inc., Global Alpha, LLC, Global Beta, LLC, Clean Energies Tech Corp., RM Santilli Foundation, Dr. Ruggero Maria Santilli, Carla Santilli, Luisa Ingargiola, and Ermanno Santilli, dated August 16, 2012*
   
99.2
Employment Agreement by and between MagneGas Corporation and Carla Santilli*
   
99.3
Stock Purchase Agreement by and between 4307, Inc. and Clean Energies Tech Co., dated April 2, 2007 (incorporated by reference to our Current Report on Form 8-K, file with the SEC on April 5, 2007)
   
99.4
Licensing Agreement by and between MagneGas Corporation and HyFuels, Inc., dated April 6, 2007 (incorporated by reference to our Annual Report on Form 10-KSB, filed with the SEC on March 31, 2008)
   
99.5
Employment Agreement by and between MagneGas Corporation and Dr. Ruggero Maria Santilli (incorporated by reference to our Registration Statement on Form S-1/A, file with the SEC on July 24, 2012)
   
99.6
Employment Agreement by and between MagneGas Corporation and Luisa Ingargiola (incorporated by reference to our Registration Statement on Form S-1/A, file with the SEC on July 24, 2012)
   
99.7
Employment Agreement by and between MagneGas Corporation and Ermanno Santilli (incorporated by reference to our Registration Statement on Form S-1/A, file with the SEC on June 19, 2012)
   
99.8
Contract for the Purchase and Sale of Intellectual Property, between MagneGas Corporation and Dr. Ruggero Maria Santilli, dated January 10, 2012 (incorporated by reference to our Current Report on Form 8-K, file with the SEC on March 13, 2012)
 
*Filed herewith

 
14
 
CUSIP NO: 55939L 202

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
Dated:  August 16, 2012 
    
     
HYFUELS, INC.
  
GLOBAL ALPHA, LLC
         
By:
/s/ Dr. Ruggero Maria Santilli
  
By:
/s/ Dr. Ruggero Maria Santilli
 
Dr. Ruggero Maria Santilli
    
Dr. Ruggero Maria Santilli
 
President
    
Managing Member
         
         
GLOBAL BETA, LLC
  
CLEAN ENERGIES TECH CORP.
         
By:
/s/ Dr. Ruggero Maria Santilli
  
By:
/s/ Dr. Ruggero Maria Santilli
 
Dr. Ruggero Maria Santilli
    
Dr. Ruggero Maria Santilli
 
Managing Member
    
President
         
         
RM SANTILLI FOUNDATION
      
         
By:
/s/ Ermanno Santilli
      
 
Ermanno Santilli
      
 
President
      

 
/s/ Dr. Ruggero Maria Santilli
  
/s/ Carla Santilli
  
DR. RUGGERO MARIA SANTILLI
  
CARLA SANTILLI
  
       
       
/s/ Luisa Ingargiola
  
/s/ Ermanno Santilli
  
LUISA INGARGIOLA
  
ERMANNO SANTILLI
  

 
 
15
 EX-99.1 2 sc13d0612hyfuelex99i_mgngas.htm JOINT FILING AGREEMENT sc13d0612hyfuelex99i_mgngas.htm
Exhibit 99.1
 
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated August 16, 2012 (including amendments thereto) with respect to the shares of common stock, par value $0.001 per share, and the preferred stock, par value  $0.001 per share, of Magnegas Corporation, a Delaware Corporation . This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:  August 16, 2012 
    
     
HYFUELS, INC.
  
GLOBAL ALPHA, LLC
         
By:
/s/ Dr. Ruggero Maria Santilli
  
By:
/s/ Dr. Ruggero Maria Santilli
 
Dr. Ruggero Maria Santilli
    
Dr. Ruggero Maria Santilli
 
President
    
Managing Member
         
         
GLOBAL BETA, LLC
  
CLEAN ENERGIES TECH CORP.
         
By:
/s/ Dr. Ruggero Maria Santilli
  
By:
/s/ Dr. Ruggero Maria Santilli
 
Dr. Ruggero Maria Santilli
    
Dr. Ruggero Maria Santilli
 
Managing Member
    
President
         
         
RM SANTILLI FOUNDATION
      
         
By:
/s/ Ermanno Santilli
      
 
Ermanno Santilli
      
 
President
      


/s/ Dr. Ruggero Maria Santilli
  
/s/ Carla Santilli
  
DR. RUGGERO MARIA SANTILLI
  
CARLA SANTILLI
  
       
       
/s/ Luisa Ingargiola
  
/s/ Ermanno Santilli
  
LUISA INGARGIOLA
  
ERMANNO SANTILLI
  

 
 EX-99.2 3 sc13d0612hyfuelex99ii_mgngas.htm EMPLOYMENT AGREEMENT WITH CARLA SANTILLI sc13d0612hyfuelex99ii_mgngas.htm
Exhibit 99.2
 
 
EMPLOYMENT AGREEMENT
 
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Magnegas Corporation, a Delaware corporation (the “Company”), and Carla Santilli, the undersigned individual (“Employee”).
 
RECITAL
 
The Company and Employee desire to enter into an Employment Agreement setting forth the terms and conditions of Employee’s employment with the Company.
 
AGREEMENT
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and Employee agree as follows:
 
1. Employment.
 
(a) Employment.  The Company hereby employs the Employee, and the Employee hereby accepts such employment, upon the terms and subject to the conditions set forth in this Agreement.
 
(b) Term.  The Company hereby employs Employee as Human Resources Officer and Bookkeeping Office Overseer for reports to management and the BOD.  This agreement will terminate automatically on March 31, 2014 unless renewed in writing by both parties and is subject to the terms and conditions of this agreement.
 
(c) Duties and Responsibilities.  The Employee shall have the duties and responsibilities normally associated with Human Resource and Bookkeeping position.  Employee will not have the right to execute or bind any contracts.
 
(d) Location.  The location at which Employee shall perform services for the Company shall be Tarpon Springs, Florida.
 
2. Compensation.
 
(a) Base Salary.  Employee shall be paid a base salary (“Base Salary”) at the annual rate of $60,000  payable in weekly installments consistent with Company’s payroll practices.
 
(b) Payment.  Payment of all compensation to Employee hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes.
 
(c) Bonus.  Employee shall not be entitled to a bonus.
 
(d) Business Expenses.  Upon submission of itemized expense statements in the manner specified by the Company, Employee shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Employee in the performance of his duties under this Agreement; provided, however, that any such expense in excess of $1,000.00 must be approved in advance by the Company. Employee will not be compensated for gas or mileage for his travel to and from the office or to and from the airport.
 
 
1
 
 
(e) Vacation.  Employee shall be entitled to three (3) weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Employee’s vacation does not interfere with the Company’s normal business operations.
 
(f) Stock Compensation & Options.  Employee shall be entitled to the following stock compensation to acquire Common Stock of the Company.  This compensation shall be in the form of common stock options.  The exercise price for all options stated below shall be $1.50 cents per share. The shares will be vested each calendar quarter as earned:
 
300,000 (or equivalent in the event of a forward or reverse split) common share options at $1.5 cents ($1.50) of MagneGas MNGA stock shall be immediately granted to Employee with 25,000 shares vesting per quarter for a cumulative vested amount of 100,000 shares per year.  Vesting will continue for a period of three years as long as the Employee continues to be employed by the company.
 
All stock options vest 100% upon a change in control of the company (CIC).  CIC will be defined as a merger in which the merging company takes majority control, takeover or change in majority of the BOD.  Issuance of the options shall be in accordance with all applicable securities laws and the other terms and conditions of the Company’s Stock Option Plan (if any) and the Stock Option Agreement with Employee of even date herewith.
 
No Other Benefits.  Employee understands and acknowledges that the compensation specified in Sections 2 and 3 of this Agreement shall be in lieu of any and all other compensation, benefits and plans.
 
3. Employee’s Business Activities.  Employee shall devote the substantial portion of his entire business time, attention and energy exclusively to the business and affairs of the Company, Employee may serve as a member of the Board of Directors of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations and activities that do not materially affect his ability to carry out his duties hereunder. Employee is expected to be at the office or in the field working on behalf of the Company from 8am to 4pm, Monday through Friday at a minimum.
 
4. Termination of Employment or CIC.
 
(a) For Cause.  Notwithstanding anything herein to the contrary, the Company may terminate Employee’s employment hereunder for cause for any one of the following reasons:  (1) conviction of a felony, or a misdemeanor where imprisonment is imposed, (2) commission of any act of theft, fraud, or falsification of any employment or Company records in any material way, (3) Employee’s failure or inability to perform any material reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, or (4) material breach of this Agreement which breach is not cured within ten (10) days following written notice of such breach.  Upon termination of Employee’s employment with the Company for cause, the Company shall be under no further obligation to Employee for salary or bonus, except to pay all accrued but unpaid base salary, accrued bonus (if any) and accrued vacation to the date of termination thereof.
 
 
2
 
 
 
(b) Termination for Good Reason.  If Employee terminates his employment with the Company for Good Reason (as hereinafter defined), he shall be entitled to the severance benefits set forth below. For purposes of this Agreement, “Good Reason” shall mean any of the following:  (i) relocation of the Company’s executive offices more than forty miles from the current location, without Employee’s concurrence; (ii) any material breach by the Company of this Agreement; (iii) a material change in the principal line of business of the Company, without Employee’s concurrence, or (iv) any significant change in the Employee’s duties and responsibilities.
 
(c) Cooperation.  After notice of termination, Employee shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Employee’s responsibilities and to ensure that the Company is aware of all matters being handled by Employee.
 
(d) In addition in the event of a CIC or un-willful termination without cause the Chief Scientist will receive a severance benefit of two years total salary plus benefits and all options will vest automatically plus relocation payable within 30 days.
 
5. Disability of Employee.  The Company may terminate this Agreement without liability if Employee shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than 120 consecutive days.  Upon such termination, Employee shall be entitled to all accrued but unpaid Base Salary, accrued bonus (if any) and accrued vacation.
 
6. Death of Employee.  In the event of the death of Employee, the Company’s obligations hereunder shall automatically cease and terminate; provided, however, that within 30 days the Company shall pay to Employee’s heirs or personal representatives Employee’s Base Salary, including any bonus compensation earned but not yet paid, and accrued vacation accrued to the date of death.  After receiving the payments provided in this Section 6, the Employee and his estate shall have no further rights under this Agreement.
 
7. Disclosure.  The Employee agrees that during the term of his employment by the Company, he will disclose and disclose only to the Company, in writing, all ideas, methods, plans, developments or improvements known by him/her which relate directly or indirectly to the business of the Company, whether acquired by the Employee before or during his/her employment by the Company. Nothing in this Section 7 shall be construed as requiring any such communication where the idea, plan, method or development is lawfully protected from disclosure as a trade secret of a third party or by any other lawful prohibition against such communication.
 
8. Confidentiality and Ownership Rights.
 
(a)             Nondisclosure of Information. The Employee acknowledges that in the course of his employment by the Company he will receive certain information and trade secrets, which may include, but are not limited to, programs, lists of acquisition or disposition prospects and knowledge of acquisition strategy, financial information and reports, lists of customers or potential customers and other proprietary information, confidential information and knowledge concerning the business of the Company (hereinafter collectively referred to as “Information”) which the Company desires to protect. The Employee understands that the Information is confidential and agrees not to reveal the Information to anyone outside the Company, unless compelled to do so by any federal or state regulatory agency or by a court order. If Employee becomes aware that disclosure of any Information is being sought by such an agency or through a court order, Employee will immediately notify the Company. The Employee further agrees that he will at no time use the Information in competing with the Company. Upon termination of Employee's employment with the Company, regardless of the reason for such termination, the Employee shall surrender to the Company all papers, documents, writings and other property produced by him/her or coming into his/her possession by or through his/her employment or relating to the Information, and the Employee agrees that all such materials are and will at all times remain the property of the Company and to the extent the Employee has any rights therein, he hereby irrevocably assigns such rights to the Company.
 
 
3
 
 
 
(b) Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions.
 
i.  
ii.  
The obligations under this Section 7 shall survive termination of this Agreement for any reason.
 
9. Non-compete, Non-Solicitation.

(a)  During the term of Employee's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Employee's employment with the  Employer for any reason whatsoever, Employee shall not, either on his or her own  account or for any person, firm, partnership, Employer, or other entity (a) solicit, interfere with, or endeavor to  cause any Employee of the Employer to leave the Employer’s employment, or (b) induce or attempt to induce any such Employee to breach any similar agreement with the Employer.

(b)   During the term of Employee's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Employee's employment with the Employer for any reason whatsoever, Employee shall not solicit, induce, or attempt to induce any past or current customer or vendor (including referral sources and lending institutions) of the Employer (a) to cease doing business in whole or in part with or through the Employer, or (b) to do  business with any other person, firm, partnership, corporation, or other entity which performs services materially  similar to or competitive with those provided by the Employer.

(c)  During the term of Employee's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Employee's employment with the Employer for any reason whatsoever, Employee (a) will not, directly or indirectly, own, manage, operate, control, be  employed by, perform services for, consult with, solicit business for, participate in, or be connected with the ownership, management, operation, or control of any business which performs services or sell products materially similar to or  competitive with those provided by the Employer within any state in which the Employer has provided services or sold products.  Employee acknowledges that Employer sells products and provides services throughout the United States.
 
(d)  Employee acknowledges that the restraints and restrictions set forth in this covenant are reasonably necessary to protect the legitimate business interests of the Employer.  Employee acknowledges that the Employer’s legitimate business interests include, without limitation, trade secrets as that term is defined under Fla. Stat. 688.002 (4); valuable confidential business or professional information; substantial relationships with specific prospective or existing customers, client goodwill, an ongoing business practice evidenced by trade dress, a specific albeit global geographical location, specific marketing methods and areas, and specialized training.
 
 
4
 
 
(e) In keeping with Employee's fiduciary duties to the Company, Employee agrees that while employed by the company he shall not, acting alone or in conjunction with others, directly or indirectly, become involved in a conflict of interest or, upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that he shall immediately disclose to the Company any facts which might involve any reasonable possibility of a conflict of interest. It is agreed that any direct or indirect interest, connection with, or benefit from any outside activities, where such interest might in any way adversely affect the Company, involves a possible conflict of interest.  Circumstances in which a conflict of interest on the part of Employee might arise, and which must be reported immediately by Employee to the Company, include, but are not limited to, the following:
 
· ownership of a material interest in any supplier, contractor, subcontractor, customer, or other entity with which the Company does business;
· acting in any capacity, including director, officer, partner, consultant, employee, distributor, agent, or the like for a supplier, contractor, subcontractor, customer, or other entity with which the Company does business;
· accepting, directly or indirectly, payment, service, or loans from a supplier, contractor, subcontractor, customer, or other entity with which the Employee does business, including, but not limited to, gifts, trips, entertainment, or other favors of more than a nominal value;
· misuse of the Company's information or facilities to which Employee has access in a manner which will be detrimental to the Employee's interest, such as utilization for Employee’s own benefit of know-how, inventions, or information developed through the Employee's business activities;
· disclosure or other misuse of information of any kind obtained through Employee's connection with the Company;
· appropriation by Employee or the diversion to others, directly or indirectly, of any business opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and
· the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company, or acting as an owner, director, principal, officer, partner, consultant, employee, agent, servant, or otherwise of any enterprise which is in competition with the Company.
 
10. Assignment and Transfer.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.  Employee’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void.  The provisions of this Section 11 shall specifically survive the expiration or earlier termination of this Agreement.
 
11. Specific Performance.  The Employee agrees that damages at law will be an insufficient remedy to the Company if the Employee violates the terms of Sections 7, 8 or 9 of this Agreement and that the Company would suffer irreparable damage as a result of such violation. Accordingly, it is agreed that the Company shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provisions of such Sections, which injunctive relief shall be in addition to any other rights or remedies available to the Company.  The provisions of this Section 12 shall specifically survive the expiration or earlier termination of this Agreement.
 
 
5
 
 
12. No Inconsistent Obligations.  Employee is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company.  The Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which the Employee is a party or by which the Employee is or may be bound.  Employee will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others.  Employee represents and warrants that he or she has returned all property and confidential information belonging to all prior employers.
 
13. Miscellaneous.
 
(a) Attorneys’ Fees.  Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or Employee’s employment with the Company, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys’ fees and costs in such legal proceedings from the non-prevailing party or parties; provided, however, that nothing herein is intended to affect the provisions of Section 14(l).
 
(b) Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of law principles.
 
(c) Entire Agreement.  Except with respect to the Stock Option Plan (if any) and Stock Option Agreement referenced in Section 2(g), this Agreement, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
 
(d) Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
 
(e) Amendment.  This Agreement may be amended only by a writing signed by Employee and by a duly authorized representative of the Company.
 
(f) Severability.  If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
 
(g) Survival.  The provisions of this Agreement containing express survival clauses as well as the provisions of this Agreement which are intended to apply, operate or have effect after the expiration or termination of the term of this Agreement, or at a time when the term of this Agreement may have expired or terminated, shall survive the expiration or termination of the term of this Agreement for any reason.
 
(h) Construction.  The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement.  The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Employee.
 
 
6
 
 
 
(i) Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original.
 
(j) Rights Cumulative.  The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
 
(k) Nonwaiver.  No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance.  All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than Employee) or other person duly authorized by the Company.
 
(l) Notices.  All notices which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy or similar electronic transmission method; one working day after it is sent, if sent by recognized expedited delivery service; and five days after it is sent, if mailed, first class mail, certified mail, return receipt requested, with postage prepaid. In each case notice shall be sent to:
 
If to the Employee:
 
Carla Santilli
90 Eastwinds Ct
Palm Harbor FL 34683
if to the Company:


Magnegas Corporation
150 Rainville Road
Tarpon Springs, FL 34689
 
(m) Assistance in Litigation.  Employee shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually agreeable times and for mutually agreeable compensation.
 
(n) Disputes.  Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, shall be litigated solely in state or federal court in Tampa, Florida.  Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the Florida Secretary of State (the “Agent”) or to the party at the party’s last known address, if personal service delivery can not be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal service delivery can not easily be effected.  EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.  The provisions of this Section 14(n) shall specifically survive the termination of this Agreement.
 

 
7
 
 
 
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth below.
 
MAGNEGAS CORPORATION     EMPLOYEE:  
           
By:
/s/ Ermanno Santilli
    
/s/ Carla Santilli 
  
Name:
Ermanno Santilli
    
Carla Santilli 
  
Title:
Chief Executive Officer
    
 
  
           
Date: 
June 24, 2012
        
 
 
 
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