Report of Foreign Issuer (6-k)
May 16 2017 - 8:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Section 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934
For
the Month of:
May 2017
Commission
File Number:
001-36136
BlueNRGY
Group Limited
(Exact
name of registrant as specified in its charter)
200
George Street
Level
32
Sydney
2000 NSW
AUSTRALIA
(Address
of principal executive offices)
N/A
(Former
name or former address)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 40-F.
Form
20-F ☒ Form 40-F ☐
☐
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
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☐
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)
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Change in Corporate Officers
The employment of Emmanuel Cotrel, as Senior Vice
President, of BlueNRGY Group Limited (the “Company”) ended as of April 28, 2017. The Company has no immediate plan
to replace Mr. Cotrel, although it is likely that the Board will appoint additional officers in the future.
Change in Board
of Directors
Yves-Regis Cotrel resigned from the Board of Directors (“Board”)
of the Company effective May 2, 2017. Mr. Cotrel is the father of Emmanuel Cotrel. The Board intends to promptly fill the vacancy
created by Mr. Cotrel’s resignation from the Board, but there can be no assurance when a replacement director will be appointed.
Changes in the Board Committee structure will be deferred until a replacement director is appointed.
Change in Scope of Business Activities
BlueNRGY intends to effect an orderly wind up of its
UK-based subsidiary, Westinghouse Solar Ltd., and North Carolina-based, Green Earth Developers LLC. These actions will be immediately
accretive to earnings from continuing operations after recognition of non-cash provisions for good will impairment associated
with the discontinued business units. BlueNRGY’s long-established Australian operations are unaffected by these changes.
Press Release
On May 16, 2017, the Company issued a press release
regarding the strategic realignment of its businesses and the discontinuance of certain business activities. A copy of the press
release is attached as Exhibit 99.1 to this Report on Form 6-K.
The information contained in Exhibits 99.1 is being furnished to
the Commission and shall not be deemed incorporated by reference into any of the Registrant’s registration statements or
other filings with the Commission.
Exhibits
Exhibit
Number
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Exhibit
Table
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99.1
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Press Release issued by BlueNRGY Group Limited dated May 16, 2017
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Forward-Looking Statements
This Report contains forward-looking statements that involve
risks and uncertainties. In some cases, forward-looking statements can be identified by words such as “anticipates,”
“expects,” “believes,” “plans,” “predicts,” and similar terms. Risks, uncertainties
and assumptions that could affect the Company’s forward looking statements include, among other things, the Company’s
ability to recruit a replacement director acceptable to the Board and the timing of Board action to appoint such replacement or
revise its Committee structure. Other risks and uncertainties include, but are not limited to, those discussed under the heading
“Risk Factors” in the Company’s Annual Report filed on Form 20-F for its fiscal year ended June 30, 2014. Unless
required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as result
of new information, future events or otherwise.
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.
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BlueNRGY Group Limited
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May 16, 2017
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By:
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/s/
William Morro
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William Morro
Managing Director
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