- Current report filing (8-K)
December 31 2008 - 12:08PM
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):
December 31, 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 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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On December 31, 2008, the following officers of the registrant entered
into Amended and Restated Employment Agreements with the registrant: Andrew J.
Littlefair, Richard R. Wheeler, James N. Harger and Mitchell W. Pratt. These Amended and Restated Employment
Agreements amend and restate the Employment Agreements dated January 1, 2006
between the registrant and each of the aforementioned officers, which
agreements were filed by the registrant as Exhibits 10.7, 10.8, 10.9 and 10.10,
respectively, to the registrants Form S-1 Registration Statement (File No.
333-137124) initially filed with the SEC on September 6, 2006.
The
Amended and Restated Employment Agreements extend the term of employment of
each of the aforementioned officers to December 31, 2013, and have been updated
to reflect the officers respective salary and bonus threshold increases since
January 1, 2006. Additionally, the
Amended and Restated Employment Agreements were updated to structure the timing
of certain payments so that they will not be considered deferred compensation
under Section 409A of the Internal Revenue Code.
Complete
copies of the Amended and Restated Employment Agreements with Messrs.
Littlefair, Wheeler, Pratt and Harger are attached as Exhibits 99.1, 99.2, 99.3
and 99.4 to this report, respectively, and are incorporated herein by
reference. The summary of the agreements described above does not purport to be
complete and is qualified in its entirety by reference to such agreements.
Item 9.01.
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Exhibits and Financial Statements
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(d)
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Exhibits
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99.1
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Amended
and Restated Employment Agreement dated December 31, 2008 by and between
Clean Energy Fuels Corp. and Andrew J. Littlefair.
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99.2
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Amended
and Restated Employment Agreement dated December 31, 2008 by and between
Clean Energy Fuels Corp. and Richard R. Wheeler.
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99.3
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Amended
and Restated Employment Agreement
dated December 31, 2008 by and between Clean Energy Fuels Corp. and
Mitchell W. Pratt
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99.4
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Amended
and Restated Employment Agreement
dated December 31, 2008 by and between Clean Energy Fuels Corp. and
James N. Harger
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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:
December 31, 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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