Clean Energy Fuels Corp. - Current report filing (8-K)
September 25 2008 - 4:31PM
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):
September 24, 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
Incorporation)
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(Commission File Number)
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(IRS Employer Identification 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 1.01. Entry
Into a Material Definitive Agreement.
On September 24,
2008, we entered into a subscription agreement with Boone Pickens Interests,
Ltd. pursuant to which we issued and sold to such entity a total of 319,488
shares of our common stock at a purchase price of $15.65 per share, the closing
price of our common stock on the Nasdaq Global Market on such date, for an
aggregate purchase price of approximately $5.0 million.
Boone Pickens Interests,
Ltd. is a limited partnership, the limited partner interest in which is owned
collectively by certain trusts for the benefit of various family members and
other individuals. Boone Pickens, a
director of our company and our largest stockholder, is the settlor of such
trusts. Accordingly, the subscription
agreement and related transactions were reviewed and approved by our audit
committee in accordance with Nasdaq Marketplace Rule 4350(h) and the
charter of the audit committee; and as the audit committee is composed solely
of three non-employee directors within the meaning of Rule 16b-3(b)(3) under
the Securities Exchange Act of 1934, as amended, the purchase of shares is
exempt from Section 16(b) of the Exchange Act.
A copy of the
subscription agreement is filed as Exhibit 99.1 to this report and is
incorporated herein by reference. The
summary description of the document set forth above does not purport to be
complete and is qualified in its entirety by reference to such document.
Item 3.02. Unregistered
Sales of Equity Securities.
See
disclosure in Item 1.01 above. The
shares of common stock issued to Boone Pickens Interests, Ltd. were offered and
sold without registration under the Securities Act of 1933, as amended, to an
accredited investor in reliance upon the exemption provided by Rule 506 of
Regulation D thereunder. An appropriate
legend will be placed on the shares.
This
current report on Form 8-K is neither an offer to sell, nor a solicitation
of an offer to buy, any of the securities described herein. This portion of the report is being filed
pursuant to and in accordance with Rule 135c under the Securities Act.
Item 9.01. Financial
Statements and Exhibits.
(d)
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Exhibits.
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Exhibit 99.1
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Subscription
Agreement dated September 24, 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: September 25,
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:
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Richard R. Wheeler
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Title:
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Chief
Financial Officer
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3
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