- Current report filing (8-K)
July 30 2010 - 5:16PM
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 30, 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
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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 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.
Statement about the Accounting Impact of our Series I Warrants
,
Acquisition of BAF
Technologies, Inc. (BAF
), and our Potential Acquisition of I.M.W. Industries Ltd. (IMW) in
the
Second
Quarter of 2010.
Clean
Energy Fuels Corp. (the Company) accounts for its Series I warrants as a
derivative
,
which requires the Company to
mark-to-market the Series I warrants at the end of each reporting period.
The Company uses a Monte Carlo simulation model to value the Series I
warrants, which requires the Company to make estimates regarding risk-free
interest rates, the volatility of its stock price, and its anticipated dividend
yield, among others. During the second quarter of 2010, the Company
anticipates that it will record a non-cash gain of approximately $16.6 million
related to valuing the Series I warrants. For more information about
the accounting treatment of our Series I warrants, refer to notes
1(d) and 20 of our consolidated financial statements contained in our
Form 10-K for the year ended December 31, 2009.
Additionally,
accounting guidance for business combinations requires the Company to adjust
certain liabilities in connection with any business combination for each
reporting period, with a corresponding gain or loss reflected in the statement
of operations, based on changes in the fair value of the obligation. The
Company anticipates recording a charge of approximately $0.2 million related to
additional consideration that the Company may need to pay to the shareholders
of BAF in connection with the Companys acquisition of BAF on October 1,
2009. The contingent consideration was valued at $3.4 million as of March 31,
2010. BAF shareholders will be able to earn additional consideration if
BAF achieves certain gross profit targets in fiscal years 2010 and 2011. The
additional consideration will be determined as a percentage of gross profit
based on a sliding scale that increases at certain gross profit levels, subject
to achieving a minimum gross profit target and capped by a maximum additional
payment amount. For 2010, the shareholders of BAF will receive between one and
twenty-six percent of gross profit of BAF as additional consideration if BAF
achieves $8 million or more in gross profit, up to a maximum of
$11 million in additional consideration (which would be payable if BAF
achieved approximately $42.3 million in gross profit in 2010). For 2011,
the shareholders of BAF will receive between one and twenty-one percent of
gross profit of BAF as additional consideration if BAF achieves
$8.5 million or more in gross profit, up to a maximum of $11 million
in additional consideration (which would be payable if BAF achieved
approximately $52.4 million in gross profit in 2011).
The
Company anticipates incurring approximately $400,000 to $500,000 of legal,
accounting and other related charges in the second quarter of 2010 in
connection with its potential acquisition of IMW.
Special Note Regarding Forward-Looking Statements
Certain
statements in this current report on Form 8-K constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, including the
statements regarding the Companys anticipated gain for the second quarter of
2010 related to the valuation of the Series I warrants, the anticipated
charges related to the Companys acquisition of BAF and its potential
acquisition of IMW. Forward-looking statements are based upon current
assumptions, expectations and beliefs concerning future developments and their
potential effect on our business. These forward-looking statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Actual outcomes and results may
differ materially from what is expressed or forecast in these forward-looking
statements. Factors that might cause or contribute to such differences include,
but are not limited to, those discussed in Risk Factors in Part I, Item
1A of our Form 10-K for the year ended December 31, 2009 and of our Form 10-Q
for the quarter ended March 31, 2010. These forward-looking
statements speak only as of the date they were made and we undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
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: July 30, 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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3
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