Attached files
| file | filename |
|---|---|
| EX-10.1 - HNO International, Inc. | v189041_ex10-1.htm |
| EX-99.1 - HNO International, Inc. | v189041_ex99-1.htm |
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): June 18, 2010
Clenergen
Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
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333-130286
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20-2781289
|
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
|
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of
incorporation)
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File
Number)
|
Identification
No.)
|
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Bath
House
|
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8
Chapel Place
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|
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London
EC2A 3DQ
|
|
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United
Kingdom
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Not
applicable
|
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: +44 (0)
2077390028
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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Introductory
Comment - Use of Terminology
Throughout
this Form 8-K, the terms the “Company,” “we,” “us” and “our” refers to the
registrant, Clenergen Corporation, and its wholly-owned subsidiaries, including
Clenergen India Private Limited (“Clenergen India”), on a consolidated
basis.
|
Item
1.01
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Entry
into a Material Definitive
Agreement.
|
Our
Clenergen India Private Limited wholly-owned subsidiary entered into an
Agreement to Sell and Purchase Shares (the “Acquisition Agreement”) on June 18,
2010. The Acquisition Agreement contemplates our purchase
of all of the outstanding stock of an entity, Nandha Energy Limited, an Indian
corporation (“Nandha”), for the total consideration of 600,000 Indian Rupees
(“Rs.”), or approximately $13,000 at the currency exchange rate at the close of
business on June 18, 2010. Nandha owns and operates an 18 megawatt
biomass power plant located near Chennai, India, as well as owning the site on
which the plant is located and related assets. Nandha is a newly
formed entity formed in contemplation of entering into of the Acquisition
Agreement. Nandha currently has a Rs.650 million (approximately
$14,078,000 at the currency exchange rate at the close of business on June 18,
2010) loan with IDBI Bank Limited (“IDBI”), which loan (the “IDBI Loan”) has
been guaranteed by an affiliate of the stockholders of Nandha (the “Nandha
Affiliate”).
The
consummation of the transactions contemplated by the Acquisition Agreement is
contingent upon, among other matters:
|
(a)
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Nandha
providing us with audited financial statements for its two most recently
completed fiscal years, prepared in accordance with accounting principles
generally accepted in India, as well as unaudited interim financial
statements;
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(b)
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Regulatory
approval;
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(c)
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IDBI
approval of the purchase and sale as contemplated by the Acquisition
Agreement; and
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(d)
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IDBI
releasing the Nandha Affiliate from the Nandha Affiliate’s guaranty of the
IDBI Loan in substitution for a new guaranty by our Clenergen India
Private Limited wholly-owned
subsidiary.
|
We
anticipate that the contingencies listed under items (b), (c) and (d) above will
be satisfied in the next few weeks and the contingency listed under item (a)
above to be satisfied within the next two months.
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Item
8.01
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Other
Events.
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We issued
a press release disclosing the entering into of the Acquisition Agreement on
June 21, 2010. A copy of such press release has been made an exhibit
to this Form 8-K.
2
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Item
9.01
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Financial
Statements and Exhibits.
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The
following exhibits are being filed as part of this Current Report on Form
8-K.
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Exhibit
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Number
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Exhibit Description
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10.1
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Agreement
to Sell and Purchase Shares, dated June 18, 2010, between Clenergen India
Private Limited, Nandha Energy Limited and others.
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|
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99.1
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Press
Release of Clenergen Corporation, disseminated on June 21,
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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Dated: June
24, 2010
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Clenergen
Corporation
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By:
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/s/ Tim J.E. Bowen
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Tim
J.E. Bowen
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Chief
Executive Officer
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4