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):
November 10, 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.
Common Stock Offering
On November 11, 2010, Clean Energy Fuels Corp.
(the Company) entered into an underwriting agreement with Merrill Lynch,
Pierce, Fenner & Smith Incorporated as representative of the
underwriters named in Schedule A thereto (the Underwriting Agreement).
Pursuant to the Underwriting Agreement the Company is offering 3,000,000 shares
of common stock, including 34,530 shares to Andrew J. Littlefair, the
Companys President and Chief Executive Officer and a director, 6,906 shares to
James N. Harger, the Companys Chief Marketing Officer, 3,453 shares to
Mitchell W. Pratt, the Companys Senior VP, Engineering, Operations and
Public Affairs, and 5,179 shares to Barclay F. Corbus, the Companys Senior VP,
Strategic Development. The Company also
granted the underwriters a 30-day option to purchase up to an additional
450,000 shares of its common stock to cover over-allotments, if any. Subject to the following sentence, the
Underwriters have agreed to purchase the shares from the Company pursuant to
the Underwriting Agreement at a price of $12.455 per share, and the price to
the public is $13.25 per share. The
purchase price to be paid by Messrs. Littlefair, Harger, Pratt and Corbus
for an aggregate of up to 50,068 shares will be $14.48 per share, which was the
consolidated closing bid price of the Companys common stock on the NASDAQ
Global Market on November 10, 2010, and the underwriters will receive no
discount or commission on such shares.
On November 11, 2010, the underwriters notified the Company that
they are exercising their option to purchase an additional 450,000 shares to
cover over-allotments. The closing of the
offering (including the closing of the exercise of the over-allotment option)
is expected to occur on November 16, 2010, subject to the satisfaction of
customary closing conditions.
The offering is being made pursuant to the Companys
effective shelf registration statement (Registration No. 333-168433)
previously filed with the Securities and Exchange Commission (the SEC),
including a related prospectus dated July 30, 2010, as supplemented by a
Preliminary Prospectus Supplement dated November 10, 2010 and a Prospectus
Supplement dated November 11, 2010, which the Company filed with the SEC
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as
amended.
The Underwriting Agreement is filed as
Exhibit 1.1 to this report, and the description of the material terms of
the Underwriting Agreement is qualified in its entirety by reference to such
exhibit. In addition, on November 11,
2010, the Company issued a press release announcing the pricing of the common
stock offering, and a copy of the press release is filed as Exhibit 99.1
to this report and is incorporated herein by reference.
The opinion of counsel regarding the validity of the
common stock to be issued pursuant to the offering described in the foregoing
paragraphs is filed as Exhibit 5.1 hereto.
Amendment and Exercise of Series I Warrant
In connection with the Companys registered direct
offering, which closed on November 3, 2008, the Company issued Series I
warrants to purchase up to 3,314,394 shares of its common stock. As of November 9, 2010, the Series I
warrants had an exercise price of $12.68 per share. On November 10, 2010, the Company
entered into an amendment to a Series I warrant to purchase 1,183,712
shares of its common stock, pursuant to which the expiration date of such warrant
was changed to November 10, 2010.
In consideration of the modification to the expiration date, the Company
agreed to pay the holder of such warrant, Portside Growth and Opportunity Fund,
approximately $3.2 million. The Company
received notice on November 10, 2010 that such warrant is being exercised
in full, and will issue 1,183,712 shares of its common stock, for an aggregate
exercise price of approximately $15.0 million, prior to or concurrent with the
closing of the common stock offering described above. The warrant amendment is filed as
Exhibit 10.68 to this report, and the description of the material terms of
the warrant amendment is qualified in its entirety by reference to such
exhibit. In addition, on November 10,
2010, the Company issued a press release announcing the amendment and exercise
of the Series I warrant, and a copy of the press release is filed as
Exhibit 99.2 to this report and is incorporated herein by reference.
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