UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
November
18, 2009
Date of
Report (Date of earliest event reported)
ECO
2
PLASTICS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
033-31067
(Commission
File Number)
31-1705310
(IRS
Employer Identification No.)
1143
CRANE STREET, SUITE 203
MENLO
PARK, CA 94025
(209)
863-6200
(Registrant's telephone number,
including area code
)
Former
Address: 5300 Claus Road, Riverbank, CA 95367
Former
Telephone Number: (209) 848-3900
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):
[___]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[___]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[___]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[___]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.02 Termination
of a Material Definitive Agreement
On
November 18, 2009, Peninsula Packaging, LLC (“Peninsula”) terminated a supply
agreement entered into on November 21, 2008 (the “Agreement”) with ECO
2
Plastics,
Inc. (the “Company”). Under the terms of the Agreement, the Company was to
supply Peninsula and Peninsula was to purchase from the Company a minimum of
1.5M pounds of recycled polyethylene-terephthalate (“PET”) flakes per month. The
term of the Agreement was three years. On September 8, 2009 the Company began
dismantling the plant for relocation and reconstruction and has not been able to
fulfill the supply requirements stipulated in the contract.
Item
1.03 Bankruptcy
or Receivership
On
November 24, 2009, ECO2 Plastics, Inc. (the “Debtor” or the “Company”)
filed a voluntary petition for relief in the United States Bankruptcy Court,
Northern District of California (the “Bankruptcy Court”) under Chapter 11 of
Title 11 of the U.S. Bankruptcy Code (the “Code”). The Debtor’s negotiated
Chapter 11 bankruptcy filing was done with the approval of its senior lenders.
The case number of the filing is 09-3702 DM.
Under
Chapter 11, certain claims in existence prior to the Debtor’s filing of the
petition for relief under the U.S. Bankruptcy Code are stayed while the Debtor
continues business operations as a debtor-in-possession. The Debtor will
continue to operate its business as debtor-in-possession under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable provisions of the
Code.
While no
trustee, examiner, or official committee has been appointed, there can be no
assurance that the Debtor will remain in possession of its assets and control of
its business as debtor-in-possession and that a trustee will not be appointed to
operate the business of the Debtor. The Debtor’s business relationships
and arrangements, and its ability to negotiate future business agreements or
arrangements may be affected negatively by its bankruptcy filing. In addition,
there can be no assurance that the Debtor will successfully emerge from Chapter
11 protection, or will emerge with the ability to continue its business in the
same manner in which it operated prior to the bankruptcy filing.
A copy of
the news release dated November 25, 2009, announcing the bankruptcy filing is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
November 19, 2009, the Board of Directors (the “Board”) of ECO
2
Plastics,
Inc. (“the Company”) accepted the resignation of Raymond Salomon from his
position as Chief Financial Officer of the Company. Mr. Salomon had
served as Chief Financial Officer since his appointment on December 15,
2008. Mr. Salomon’s resignation does not arise from any disagreement
on any matter relating to the Company’s operations, policies or practices, or
regarding the general direction of the Company.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits
99.1 News
release dated November 25, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ECO
2
PLASTICS,
INC.
(Registrant)
Date:
November 25, 2009
/s/ Rodney S.
Rougelot
Rodney S.
Rougelot, CEO