Clean Energy Fuels Corp. - Current report filing (8-K)
June 20 2008 - 6:01AM
Edgar (US Regulatory)
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
Date of Report (Date of
earliest event reported):
June 19,
2008
CLEAN ENERGY FUELS CORP.
(Exact Name of Registrant as
Specified in Charter)
Delaware
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001-33480
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33-0968580
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(State or Other
Jurisdiction of
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(Commission File Number)
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(IRS Employer
Identification
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Incorporation)
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No.)
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3020 Old
Ranch Parkway, Suite 200 Seal Beach, California
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90740
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(Address of Principal
Executive Offices)
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Zip Code
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(562)
493-2804
(Registrants telephone number, including
area code)
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):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01.
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Other Information.
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On June 19, 2008, the Public Transit Department of the City of
Phoenix announced its recommendation that the City of Phoenix select a
competitor of our company to supply the City of Phoenix and the Public Transit
Department, Tempe, with liquefied natural gas (LNG) fuel for a one-year period
commencing June 30, 2008, which date is the expiration date of our current
LNG supply contract with the City of Phoenix and the Public Transit Department,
Tempe. We intend to protest the
recommendation pursuant to the protest procedures outlined in the bidding
documentation issued by the City.
We currently fulfill a fixed-price contract with the City of Phoenix
and the Public Transit Department, Tempe at a loss due to the increase in
natural gas commodity costs subsequent to our entry into such contract in July,
2003. The total fuel consumption under
our existing contract during the period commencing April 1, 2007 and
ending March 31, 2008 was approximately 11.8 million LNG gallons
,
representing approximately 29% of the total LNG gallons we
supplied to all customers during such period.
As previously disclosed in the Form 8-K we filed on April 22,
2008, we purchased certain natural gas futures contracts on April 18, 2008
to attempt to hedge our exposure to potential cash flow variability related to
the fixed-price component of the aforementioned supply contract, for which we
placed a bid. If our protest is unsuccessful and the City of Phoenix
enters into a supply contract with our competitor, we currently plan to
liquidate the futures contracts in an orderly fashion. As of June 18, 2008, the futures
contracts have appreciated in value by approximately $5.1 million.
The purchase of the futures contracts was in accordance with the
revised natural gas hedging policy adopted by our board of directors in February 2007. A further revised form of such policy, which
is attached to this report as Exhibit 99.1 and incorporated by reference
herein, was adopted by our board of directors on May 29, 2008.
Special Note
Regarding Forward-Looking Statements
Certain statements in this current report on Form 8-K may
constitute forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements are based upon current assumptions,
expectations and beliefs concerning future developments and their potential
effect on our business. These forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Actual outcomes and results may differ materially from
what is expressed or forecast in these forward-looking statements. Factors that
might cause or contribute to such differences include, but are not limited to,
those discussed in Risk Factors in Part I, Item 1A of our Form 10-K
for the year ended December 31, 2007. These forward-looking
statements speak only as of the date they were made and we undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Words such as
expects, intends, plans, projects, believes, estimates, and similar
expressions are used to identify these forward looking statements, but their
absence does not mean that a statement is not forward-looking.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Revised Natural Gas Hedging Policy (adopted
May 29, 2008)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
June 20, 2008
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Clean Energy Fuels Corp.
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By:
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/s/
Richard R. Wheeler
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Name:
Richard R. Wheeler
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Title:
Chief Financial Officer
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