- Current report filing (8-K)
December 08 2010 - 2:31PM
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 3,
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
December 3, 2010, our wholly owned subsidiary, Clean Energy, entered into
a Securities Purchase Agreement (the Agreement) with Wyoming Northstar
Incorporated, a Wyoming corporation, Southstar LLC, a Wyoming limited liability
company, M&S Rental, LLC, a Wyoming limited liability company (collectively
the Companies) and the owners of the Companies (the Sellers). The Companies are primarily engaged in the
business of providing, manufacturing, constructing and servicing LNG and LCNG
fueling facilities.
Under
the terms of the Agreement, Clean Energy will purchase all of the issued and
outstanding capital stock, membership interests and equity or other similar
interests of the Companies (collectively the Shares) for an aggregate
purchase price of approximately $10.9 million in cash. Approximately $7.4 million will be paid at
closing, and the remaining amount of the purchase price will be paid in equal
installments on each yearly anniversary of the closing date beginning in 2011
and ending in 2015. In addition, Clean
Energy will pay retention bonuses, not to exceed $4.0 million in the aggregate,
to certain employees of the Companies over the four-year period following the
closing date.
The
Agreement also provides that the Sellers will, subject to certain limitations,
indemnify Clean Energy for damages and losses incurred or suffered by Clean
Energy as a result of, among other things, breaches of Sellers and the
Companies representations, warranties and covenants contained in the
Agreement.
The
closing of Clean Energys purchase of the Shares is subject to the satisfaction
of customary closing conditions, including (i) no material adverse effect
on the Companies, (ii) the receipt of required governmental and third
party consents and approvals, (iii) the acceptance of employment with
Clean Energy by certain key employees of the Companies, and (iv) Clean
Energy completing, to its satisfaction, its due diligence review of the
Companies.
The
foregoing description of the Agreement does not purport to be complete and is
qualified in its entirety by the Securities Purchase Agreement attached as Exhibit 2.7
to this Current Report on Form 8-K and incorporated herein by reference. We issued a press release on December 8, 2010
regarding the execution of the Agreement, a copy of which is attached as Exhibit
99.1 to this Current Report on Form 8-K.
The
Agreement has been included to provide investors with information regarding its
terms. It is not intended to provide any other factual information about Clean
Energy, the Companies or the Sellers. The Agreement contains
representations and warranties that Clean Energy, on the one hand, and the
Sellers and the Companies, 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 Agreement. The disclosure schedules
contain information that modifies, qualifies and creates exceptions to the
representations and warranties set forth in the 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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2.7
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Securities
Purchase Agreement, dated December 3, 2010, among Clean Energy, a
California corporation, Wyoming Northstar Incorporated, a Wyoming
corporation, Southstar LLC, a Wyoming limited liability company, M&S
Rental, LLC, a Wyoming limited liability company, and the Sellers listed on
Schedule I thereto. Certain schedules and exhibits referenced in the
Securities 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 December 8, 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: December 8, 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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EXHIBIT INDEX
Exhibit
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Description
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2.7
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Securities
Purchase Agreement, dated December 3, 2010, among Clean Energy, a
California corporation, Wyoming Northstar Incorporated, a Wyoming corporation,
Southstar LLC, a Wyoming limited liability company, M&S Rental, LLC, a
Wyoming limited liability company, and the Sellers listed on Schedule I
thereto. Certain schedules and exhibits referenced in the Securities 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 December 8, 2010.
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5
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