- Current report filing (8-K)
March 16 2010 - 6:04AM
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):
March 15,
2010
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 400, 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 7.01. Regulation FD
Disclosure.
The following of our
executive officers entered into new Rule 10b5-1 Sales Plans with a broker
to sell shares of our common stock:
Andrew J. Littlefair and Barclay Corbus.
In addition, director James C. Miller III amended his existing Rule 10b5-1
plan. Rule 10b5-1 permits officers
and directors of public companies to adopt pre-determined plans for buying or
selling specified amounts of stock. To
follow is a brief summary of the basic terms of each of the Rule 10b5-1
Plans adopted by Mr. Littlefair and Mr. Corbus and the amendment made
to Mr. Millers Rule 10b5-1 Plan.
Such summaries are not intended to be comprehensive descriptions of the
terms of each plan. Each plan is
intended to comply with our Insider Trading Policy and with the provisions of Rule 10b5-1
under the Securities Exchange Act of 1934, as amended. All sales of common stock under the plan will
be reported through appropriate filings with the Securities and Exchange
Commission. Our executive officers and
directors enter into Rule 10b5-1 Sales Plans to diversify their assets and
obtain liquidity to meet financial obligations and for estate planning
purposes. We do not undertake any
obligation to report Rule 10b5-1 Plans that may be adopted by any of our
directors or officers from time to time, or to report any modification or
termination of such plans.
Andrew
J. Littlefair (Founder, President, Chief Executive Officer and Director)
adopted a Rule 10b5-1 Sales Plan on
March 12, 2010 (the March Plan).
The March Plan is in addition to the 10b5-1 Sales Plan Mr. Littlefair
adopted on September 3, 2009, (the September Plan) as previously
disclosed on our Form 8-K filed September 22, 2009 Under the March Plan, the broker may
sell a specified amount of common stock each month, beginning after April 12,
2010, provided that the price per share is at or above a price specified in the
plan. In addition, the broker may sell
pre-determined fixed quantities of shares if the price per share is at or above
prices specified in the March Plan at any time during the duration of the March Plan. The maximum number of shares that may be sold
during the duration of the March Plan and the September Plan, in the
aggregate, is equal to approximately 25.80% of Mr. Littlefairs total
equity holdings as of March 15, 2010 (including vested and unvested stock
options). The March Plan will terminate
upon the earliest of (i) December 31, 2011, (ii) the date that Mr. Littlefair
provides written notice to the broker of the termination of the plan, (iii) the
completion of all sales contemplated by the plan, (iv) the conclusion of Mr. Littlefair
or the broker that the plan or the sales are not in compliance with Rule 10b5-1
or other applicable securities laws, or (v) other termination provisions
specified in the plan.
Barclay
Corbus (Senior Vice President, Strategic Development)
adopted a Rule 10b5-1 Sales Plan on
March 15, 2010. Under the plan, the
broker may sell a specified amount of common stock to be acquired upon the
exercise of stock options on the 15
th
day of each fiscal quarter, beginning April 15, 2010, provided that the price
per underlying share is at or above a price specified in the plan. In addition, the broker may sell a
pre-determined fixed quantity of common stock to be acquired upon the exercise
of stock options provided the price per underlying share is at or above a price
specified in the plan during the duration of the plan. The maximum number of shares that may be sold
during the duration of the plan is equal to 20.01% of Mr. Corbus equity
holdings as of March 15, 2010 (including vested and unvested stock
options). The plan will terminate upon
the earliest of (i) April 14, 2012, (ii) the date that Mr. Corbus
provides written notice to the broker of the termination of the plan, (iii) the
completion of all sales contemplated by the plan, (iv) the conclusion of Mr. Corbus
or the broker that the plan or the sales are not in compliance with Rule 10b5-1
or other applicable securities laws, or (v) other termination provisions
specified in the plan.
James C. Miller III (Director)
amended his Rule 10b5-1 Sales Plan
that was adopted on September 14, 2009, on March 15, 2010. Mr. Millers Rule 10b5-1 Sales Plan
was previously disclosed on our Form 8-K filed September 22, 2009,
which is incorporated by reference.
Pursuant to the amendment, which will be effective sixty days following the
date of adoption, the broker may sell an additional quantity of common stock to
be acquired upon the exercise of stock options not previously subject to the
plan. The maximum number of shares that
may be sold during the duration of the amended plan is equal to 51.57% of Mr. Millers
equity holdings as of March 15, 2010 (including vested and unvested stock
options).
2
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:
March 15, 2010
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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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