- Current report filing (8-K)
July 06 2010 - 1:50PM
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,
2010
CLEAN
ENERGY FUELS CORP.
(Exact Name of Registrant as
Specified in its Charter)
Delaware
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001-33480
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33-0968580
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(State or Other
Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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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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Registrants telephone
number, including area code:
(562) 493-2804
Not
Applicable
(Former Name or Former
Address, if Changed Since Last Report)
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, 2010, Clean Energy Fuels Corp, a Delaware corporation (the Registrant),
acting through certain of its subsidiaries, agreed to purchase the advanced
natural gas fueling compressor and related equipment manufacturing and
servicing business (the Acquired Business) of I.M.W. Industries Ltd., a
British Columbia corporation (Company).
The
terms and conditions of the purchase of the Acquired Business are set forth in
an Asset Purchase Agreement (the Asset Purchase Agreement) dated July 1,
2010 by and among Clean Energy, a California corporation and a wholly-owned
subsidiary of the Registrant (Clean Energy CA), 0884808 B.C. Ltd., a
British Columbia corporation and a wholly-owned subsidiary of Clean Energy - CA
(Canadian AcqCo), 0884810 B.C. Ltd., a British Columbia corporation and a
wholly-owned subsidiary of Canadian AcqCo (Canadian OpCo and collectively
with Clean Energy CA and Canadian AcqCo, Purchasers), on the one hand, and
Company, 652322 B.C. Ltd., a British Columbia corporation (Holdco), Miller
Family Trust and Bradley N. Miller (Company, Holdco, Miller Family Trust and
Bradley N. Miller are collectively referred to herein as Sellers), on the
other hand.
Under
the terms of the Asset Purchase Agreement, the consideration for the Acquired
Business will consist of (i) the payment at closing of $15.0 million in
cash, (ii) the issuance at closing of approximately $60.0 million of the
Registrants common stock; (iii) the payment on each of January 31,
2011, 2012, 2013 and 2014 of $12.5 million (each payment consisting of $5.0
million in cash and approximately $7.5 million in cash and/or shares of the
Registrants common stock (the exact combination of cash and/or stock to be
determined at Purchasers option); (iv) an earn-out arrangement pursuant
to which Purchasers will, over a four year period, pay Sellers up to $40.0
million based on the Acquired Business achieving certain minimum amounts of
adjusted gross profit; and (v) Purchasers assuming certain liabilities of
the Acquired Business.
The
Asset Purchase Agreement also provides that Sellers will, subject to certain
limitations, indemnify Purchasers for damages and losses incurred or suffered
by Purchasers as a result of, among other things, breaches of Sellers
representations, warranties and covenants contained in the Asset Purchase
Agreement.
The
closing of the purchase of the Acquired Business is subject to the satisfaction
of customary closing conditions, including (i) no material adverse effect
on Company or the Acquired Business, (ii) the receipt of required
governmental and third party consents and approvals, (iii) the acceptance
of employment with Purchasers by certain key employees of Company, (iv) the
receipt by Purchasers of the audited consolidated financial statements of
Company as of and for the fiscal year ended April 30, 2010; and (v) the
effectiveness of a resale registration statement relating to the shares of the
Registrants common stock to be issued at closing.
The
foregoing description of the Asset Purchase Agreement does not purport to be
complete and is qualified in its entirety by the Asset Purchase Agreement
attached as Exhibit 2.5 to this Current Report on Form 8-K and
incorporated herein by reference. The Registrant issued a press release
on July 6, 2010 regarding the execution of the Asset Purchase Agreement, a
copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The
Asset Purchase Agreement has been included to provide investors with
information regarding its terms. It is not intended to provide any other
factual information about Purchasers or Sellers. The Asset Purchase
Agreement contains representations and warranties that Purchasers, on the one
hand, and Sellers, on the other hand, made to each other. The assertions
embodied in those representations and warranties are qualified by information
in confidential disclosure schedules that the parties have exchanged in
connection with signing the Asset Purchase Agreement. The disclosure schedules
contain information that modifies, qualifies and creates exceptions to the
representations and warranties set forth in the Asset Purchase Agreement.
Accordingly, investors should not rely on the representations and warranties as
characterizations of the actual state of facts at the time they were made or
otherwise.
2
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits.
Exhibit
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Description
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2.5
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Asset
Purchase Agreement, dated July 1, 2010, among Clean Energy, a California
corporation, 0884808 B.C. Ltd., a British Columbia corporation, and 0884810
B.C. Ltd., a British Columbia corporation, on the one hand, and I.M.W.
Industries Ltd., a British Columbia corporation, 652322 B.C. Ltd., a British
Columbia corporation, Miller Family Trust and Bradley N. Miller, on the other
hand. Certain schedules and exhibits referenced in the Asset Purchase
Agreement have been omitted in accordance with Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule and/or exhibit will be
furnished supplementally to the Securities and Exchange Commission upon
request.
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99.1
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Press
release issued by Clean Energy Fuels Corp., dated July 6, 2010
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CLEAN
ENERGY FUELS CORP
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Dated:
July 6, 2010
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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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4
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