New Generation Biofuels Holdings, Inc - Current report filing (8-K)
19 9월 2008 - 5:45AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): September 12, 2008
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Florida
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1-34022
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26-0067474
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1000
Primera Boulevard, Suite 3130
Lake
Mary, Florida 32746
(Address
of principal executive offices)(Zip Code)
(443)
535-8660
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 1 3-e-4(c) under the Exchange Act
(17 CFR
240.1 3e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
September 12, 2008,
New
Generation Biofuels Holdings, Inc. (the “
Company
”)
entere
d
into a
site lease agreement (the “
Lease
Agreement
”)
with
Pennington Partners, LLC (“
Pennington
”)
to
locate their first commercial scale biofuel manufacturing plant at a port
location in Baltimore, Maryland and a terminaling services agreement (the
“
Services
Agreement
”)
with
Atlantic Terminalling, LLC (“
Atlantic
”),
an
affiliate of Pennington, to provide certain terminaling services at the site.
Based
on
current projections of sales and timing to complete financing, the Company
expects to complete construction of the first 25 million gallon per year
facility in the first quarter of 2009 and to launch production shortly
thereafter. Once completed, the Company expects the facility to have a
production capacity of up to 50 million gallons of second-generation biofuel
a
year to serve potential customers in Maryland and the mid Atlantic
region.
The
Lease
Agreement covers the physical premises where the production facility will be
located as well as approximately six million gallons of storage tank capacity
and related terminaling facilities. The initial term of the Lease Agreement
is
five years with an option to renew for three additional five year periods.
The
initial base rent rate is $35,000 per month, increasing to $75,000 in the second
year and then to an amount equal to the monthly base rent payable during the
preceding rental year increased by 3%.
U
nder
the
Services Agreement, Atlantic will provide terminaling services that include
the
receipt, the unloading and the transfer of raw materials and the subsequent
transfer and load out of finished product from and to railcars, barges and
trucks. The term of the Services Agreement will run concurrently with the Lease
Agreement. The Company will pay a throughput charge for each gallon of product
outflow, subject to certain minimums.
Copies
of
the Lease Agreement and the Services Agreement are attached as Exhibits 10.1
and
10.2 to this Current Report on Form 8-K and are incorporated herein by
reference. The foregoing summary is qualified in its entirety by reference
to
the Lease Agreement and Services Agreement.
On
September 15, 2008, the Company issued a press release announcing the Lease
Agreement with Pennington and the Services Agreement with Atlantic. A copy
of
the press release is filed as Exhibit 99.1 to this Current Report on Form
8-K.
Item
3.01. Notice of Delisting or Failure to Satisfy A Continued Listing Rule or
Standard; Transfer of Listing.
Transfer
of Listing
On
September 11, 2008, the Company’s board of directors approved the listing of the
Company’s common stock on the Nasdaq Capital Market and the withdrawal of the
Company’s common stock from the American Stock Exchange (“
Amex
”)
and
also received a letter from the Nasdaq Stock Market LLC approving the Company’s
listing application
.
On
September 12, 2008, the Company notified Amex of the Company’s intention to
delist
its
common stock from Amex and to list on the Nasdaq Capital Market.
The
Company expects its common stock to continue to trade on Amex until the market
close on September 22, 2008 and to begin trading on the Nasdaq Capital Market
on
or about September 23, 2008 under the symbol “NGBF.”
A
copy of
the press release announcing the approval of the listing of the Company’s common
stock on the Nasdaq Capital Market and the associated delisting of the Company’s
common stock from Amex is filed as Exhibit 99.2 to this Current Report on Form
8-K.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
10.1
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Site
Lease Agreement, dated as of September 12, 2008, by and between Pennington
Partners, LLC and New Generation Biofuels Holdings, Inc.
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10.2
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Terminaling
Services Agreement, dated as of September 12, 2008, by and between
Atlantic Terminalling, LLC and New Generation Biofuels Holdings,
Inc.
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99.1
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Press
release announcing site lease and terminaling services agreement,
dated
September 15, 2008.
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99.2
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Press
release announcing Amex delisting and Nasdaq listing, dated September
12,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Date:
September 18, 2008
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/s/ Cary
J.
Claiborne
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Name:
Cary J. Claiborne
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Title:
Chief Financial Officer
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New Gen Biofuels (AMEX:GNB)
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New Gen Biofuels (AMEX:GNB)
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