- Current report filing (8-K)
October 15 2008 - 5:19PM
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):
October 13,
2008
CLEAN ENERGY FUELS CORP.
(Exact Name of Registrant as
Specified in Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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001-33480
(Commission File Number)
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33-0968580
(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 1.02.
Termination of a Material
Definitive Agreement.
On September 5, 2008, we entered into a Share Purchase Agreement with
American Honda Motor Co., Inc. (Honda), John G. Armstrong (as sole trustee
of The FuelMaker Trust) and FuelMaker Corporation, pursuant to which we agreed
to purchase FuelMaker Corporation for U.S. $17 million in cash. Under the terms of the purchase agreement,
either we or Honda had the right to terminate the purchase agreement, without
any obligation or liability thereunder, if the closing did not occur on or
before October 3, 2008. See the Form 8-K
we filed on September 8, 2008 for more information regarding the material
terms of the purchase agreement, which disclosure is incorporated herein by
reference.
The closing did not occur by October 3, 2008
primarily due to the fact that the sellers (Honda and Fuelmaker) were unable to
deliver audited financial statements by October 3rd for FuelMaker Corporations
parent company, a subsidiary of Honda, which financial statements were required
to be prepared in accordance with Canadian generally accepted accounting
principles and reconciled to U.S. generally accepted accounting
principles. We continued negotiations
with Honda after October 3, 2008 to extend the Share Purchase Agreement on
revised terms.
On October 13, 2008, Honda delivered to us a notice that it
intended to terminate the purchase agreement; and, after subsequent
discussions, on October 15, 2008, we and Honda mutually agreed to
terminate the purchase agreement in accordance with its terms.
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:
October 15, 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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