Clean Energy Fuels Corp. - Current report filing (8-K)
July 03 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):
July 1,
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 No.)
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Incorporation)
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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 1.01.
Entry Into a Material
Definitive Agreement.
On July 1, 2008, we entered into an LNG sales agreement with
Williams Four Corners LLC (collectively with its affiliated entities, Williams),
pursuant to which we will continue purchasing liquefied natural gas (LNG) from
Williams at its Ignacio Plant in Colorado.
Williams supplied us with 47% and 32% of the total LNG we purchased
during the years ended December 31, 2006 and 2007, respectively.
Under the LNG sales agreement, we are required to purchase specified
minimum volumes of LNG per day on a take or pay basis at index-based rates. We are required to purchase 40,000 gallons
per day through December 31, 2008.
We may elect to reduce the minimum quantities we are required to
purchase for the period January 1, 2009 through June 30, 2011, if we
decline to exercise an option on volumes produced during that period.
The LNG sales agreement expires on June 30, 2011, except that
Williams may terminate the agreement earlier if (i) we fail to pay an
invoice from Williams 15 days after the due date thereof (unless such invoice
is disputed by us in good faith), (ii) we make an assignment for the
benefit of creditors, file a petition for bankruptcy or otherwise become
insolvent, (iii) reasonable grounds for insecurity of payment arise and we
fail to give Williams adequate assurance of performance within five days after
a request for such assurance, (iv) we fail to maintain insurance coverage,
as specified in the agreement, with an insurance company reasonably acceptable
to Williams, or (v) Williams becomes subject to regulation which
substantially deprives it of the economic benefit of the agreement.
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:
July 3, 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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2
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