Attached files
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EX-99.2 - New Generation Biofuels Holdings, Inc | v187641_ex99-2.htm |
EX-99.1 - New Generation Biofuels Holdings, Inc | v187641_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): June 3, 2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Florida
|
1-34022
|
26-0067474
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
5850
Waterloo Road, Suite 140
|
Columbia,
Maryland 21045
|
(Address
of principal executive offices)(Zip Code)
(410)
480-8084
(Registrant’s
telephone number, including area code)
N/A
(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
240.14-12)
|
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 1 3-e-4(c) under the Exchange Act (17 CFR
240.1 3e-4(c))
|
Item 7.01 Regulation
FD Disclosure.
New Generation Biofuels Holdings, Inc.
(the “Company”) intends to refer to the materials filed herewith, in whole or in
part, in telephone conferences or meetings with investors and/or analysts. A
copy of the presentation is attached hereto as Exhibit 99.1. The
slides are also available on our web site at www.newgenerationbiofuels.com.
The information in this Item 7.01 and
the exhibit attached hereto will no longer be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the
liabilities of such section, nor will such information or exhibit be deemed
incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, once superseded by more up to date materials on our web
site, except as may be expressly set forth by specific reference in
such filing.
Item
8.01 Other Events.
On June 3, 2010, the Company and Regent
Trend Investment Ltd. (soon to be Milestone Biofuels Limited) (“Milestone”)
announced an amendment to their non-binding Memorandum of Understanding (MOU),
dated March 12, 2010 to extend the due diligence period an additional 90 days
(to August 25, 2010) to more fully explore the opportunities available for both
parties. As previously disclosed, the MOU contemplates a strategic relationship
between Milestone and the Company, including a $20 million direct equity
investment in the Company and collaboration with Milestone to fund a joint
venture to develop and operate biofuel production plants in the continental
United States with a production capacity of 250 million gallons per year. In
addition to satisfactory completion of due diligence, any transaction also
remains subject to negotiation and execution of definitive agreements and board
approval by both parties. The transaction also likely would need
shareholder approval under Nasdaq listing rules, which the Company presently
intends to seek at its annual shareholders’ meeting scheduled for July 8,
2010. There can be no assurance that the transaction will be
completed, either on the proposed terms and within the timeframe currently
anticipated, or at all.
A
copy of the press release is furnished as Exhibit 99.2.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
|
Description
|
|
99.1
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Investor
Presentation
|
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99.2
|
Press
Release, dated June 3, 2010
|
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, thereunto duly
authorized.
Date:
June 9, 2010
|
/s/ Cary J. Claiborne
|
|||
Name:
Cary J. Claiborne
Title:
President and Chief Executive Officer
|
EXHIBIT INDEX
Exhibit
No.
|
Description
|
|
99.1
|
Investor Presentation | |
99.2
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Press
Release, dated June 3, 2010
|