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 12, 2010
______________
AE
BIOFUELS, INC.
(Exact
Name of Registrant as Specified in its Charter)
______________
Nevada | 000-51354 | 26-1407544 |
(State or Other
Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
20400
Stevens Creek Blvd., Suite 700
Cupertino,
California
|
95014 | |
(Address of Principal Executive Offices) | (Zip Code) |
(408) 213-0940
(Registrant’s 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:
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; 8.01 Other Events
On
December 1, 2009, the Company and its two wholly owned subsidiaries, AE Advanced
Fuels, Inc. and AE Advanced Fuels Keyes, Inc. (the “AE Project Company”) entered
into a Project Agreement and Lease Agreement with Cilion, Inc. Cilion
is the owner of an ethanol plant located in Keyes, California with an annual
nameplate capacity of 55 million gallons per year (the “Keyes
Plant”). Under the terms of the Project Agreement and subject to
meeting certain conditions, the AE Project Company agreed to take possession of
the Keyes Plant, complete a repair and retrofit program, and upon substantial
completion thereof lease and operate the Keyes plant for up to three
years. The foregoing description of the Project Agreement and Lease
is not complete and is qualified in its entirety by reference to the full and
complete terms of the Project Agreement and Lease Agreement which are attached
as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K filed with
the SEC on December 2, 2009 and are incorporated herein by
reference.
On March
15, 2010, the AE Project Company satisfied the conditions, took possession of
the Keyes Plant and began the repair and retrofit program. As part of the
re-start of the Keyes Plant, the AE Project Company hired the Keyes Plant’s
current Senior Vice President of Engineering and Plant General
Manager.
Item
5.02 Appointment of Certain Officers;
Departure of Certain Officers.
Effective
March 12, 2010, the Board of Directors of the Company appointed Mr. Todd Waltz,
48, as Executive Vice President and Chief Financial Officer of the
Company. From 2007 until the present, Mr. Waltz has served as the
Corporate Controller of the Company. From 1994 to 2007, Mr. Waltz
served with increasing responsibility in a variety of senior financial
management and business partner roles with Apple, Inc. in Cupertino,
California. Prior to Apple, Mr. Waltz worked with Ernst &
Young. Mr. Waltz is a Certified Public Accountant (inactive) in the
state of California. Mr. Waltz received his Bachelors Degree from
Mount Union College in 1983, his MBA from Santa Clara University in 1997 and his
Masters of Science in Taxation from San Jose State University in
2008. There is no transaction or any currently proposed transaction
in which the Company was or is to be a participant and in which Mr. Waltz had or
will have a direct or indirect material interest.
In
connection with his appointment as Executive Vice President and Chief Financial
Officer, on March 16, 2010, the Company entered into a three year employment
agreement with Mr. Waltz providing annual compensation of $180,000, subject to
the Company’s deferred compensation program. In addition, Mr. Waltz is entitled
to an annual cash bonus of up to $50,000 based upon attainment of certain
performance milestones. In addition, Mr. Waltz has been granted a stock option
to purchase 600,000 shares of the Company’s common stock at an exercise price
equal to the closing market price on the date of grant. Fifty percent
(50%) of the stock option shares vest and become exercisable immediately and
1/24th of
the stock option shares vest and become exercisable every three months from the
date of grant. The Company will pay up to three months of severance and health
benefits in the event Mr. Waltz is terminated without “cause” (as defined in the
Employment Agreement) or “constructively terminated” (as defined in the
Employment Agreement”).
Effective March 12, 2010, Mr. Scott A. Janssen resigned from the
position of Executive Vice President and Chief Financial Officer of the
Company.
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.
Dated: March 17, 2010 | ||||
AE BIOFUELS, INC.
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By: |
/s/
Eric A. McAfee
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Eric
A. McAfee
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Chief
Executive Officer
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